<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>3
<FILENAME>ex2_01.txt
<DESCRIPTION>EX-2.01 - ASSET PURCHASE AGMT - 7/31/02
<TEXT>

                                                                    Exhibit 2.01


                            ASSET PURCHASE AGREEMENT


                                  by and among


                       METRO TEL CORP. OF MINNESOTA, INC.


                                       and


                               DRYCLEAN USA, INC.


                            Dated as of July 31, 2002

<PAGE>

                            ASSET PURCHASE AGREEMENT


     THIS ASSET PURCHASE  AGREEMENT  (this  "Agreement") is dated as of July 31,
2002  by and  among  (i)  METRO  TEL  CORP.  OF  MINNESOTA,  INC.,  a  Minnesota
corporation (the "Purchaser"), (ii) solely for purposes of Article IV herein and
Section  5.09 herein,  INDEPENDENT  TECHNOLOGIES,  INC., a Nebraska  corporation
("Independent"),   and  SHEYENNE  DAKOTA,   INC.,  a  North  Dakota  corporation
("Sheyenne"),  and  (iii)  DRYCLEAN  USA,  INC.,  a  Delaware  corporation  (the
"Seller").

     WHEREAS,  Seller is the owner of a division  doing  business  as  Metro-Tel
Telecommunications  (the "Metro-Tel  Division")  which is engaged in the design,
manufacturing,  marketing,  selling and  servicing  of  telecommunications  test
equipment and customer premise equipment; and

     WHEREAS,  Purchaser  desires to  purchase,  and Seller  desires to sell and
convey  to  Purchaser,  substantially  all of the  assets  and  business  of the
Metro-Tel Division, on the terms and conditions set forth herein.

     NOW,   THEREFORE,   in   consideration   of  the  foregoing,   and  of  the
representations,  warranties,  covenants and agreements  contained  herein,  the
parties hereby agree as follows:

                                   ARTICLE I

                      TRANSFER OF ASSETS AND PURCHASE PRICE

     Section  1.01.  Purchase  and Sale of Assets.  On the terms and  subject to
satisfaction  of the  conditions  set forth  herein,  the Seller agrees to sell,
convey, transfer,  assign and deliver to the Purchaser, and the Purchaser agrees
to purchase, receive and accept, on the Closing Date (as defined in Section 1.06
below) all right,  title and interest of Seller in and to the Metro-Tel Division
assets,  including  but  not  limited  to,  all  product  lines  and  inventory,
equipment,  furniture,  fixtures,  machinery, general intangibles,  intellectual
property, including but not limited to patents, patent applications, copyrights,
trademarks,  service  marks  and web  sites,  supplies,  computer  hardware  and
software, the names "Metro-Tel Telecommunications" and "Metro-Tel Corp." and any
variations  thereof,  and  proprietary  rights and interests,  product  designs,
plans, schematics and technical data,  manufacturers and vendors warranties,  if
any, for the foregoing equipment and machinery and the manufacturers and vendors
warranties  which relate to inventory  and products that are subject to customer
warranty claims to be borne by Purchaser  pursuant to Section 5.05, and customer
lists,  including all assets  identified  on Exhibit "A" attached  hereto and by
this reference  incorporated  herein;  provided,  however,  the Purchaser is not
purchasing,  and the Seller is not  selling  to the  Purchaser,  any cash,  cash
equivalents,   checks,  negotiable  instruments,   securities  and  investments;
accounts  receivable,  intercompany  receivables  from any  direct  or  indirect
subsidiary of Seller;  real estate and any leasehold interest in any real estate
and security  deposits  therefore;  computer  hardware,  furniture  and fixtures
located in  Seller's  Tampa,  Florida  office;  prepaid  rent and other  prepaid
expenses; rights to Federal, State or local, income, franchise,  sales and other
tax  refunds  and  benefits;  rights in and to the assets of all bonus,  401(k),
profit sharing,  pension and other employee  benefit plans maintained by Seller;
insurance  policies,  performance,  workmen's  compensation  bonds  and  prepaid
premiums  and  short-period   premium  refund  claims,   reserves  and  deposits
attributable thereto; rights under manufacturers' and vendors' warranties to the
extent such warranties  relate to products that are subject to customer warranty
claims to be borne by  Seller  pursuant  to  Section  5.05;  rights  under  this
Agreement,  including  the right to receive  the  Purchase  Price (as defined in
Section  1.04);  and assets of Seller not  dedicated  to the  operations  of the
Metro-Tel Division (but rather related to Seller's consolidated operations, such
as treasury stock, capital stock of Steiner-Atlantic Corporation ("Steiner") and
Steiner's


                                       2
<PAGE>

subsidiaries,  minute books,  accounting books and records and tax returns). The
assets to be conveyed by Seller to Purchaser are collectively referred to herein
as the "Assets").

     SECTION 1.02.  EMPLOYMENT OF SELLER'S EMPLOYEES.  Purchaser shall assume no
obligations or liabilities to retain the existing employees of Seller; provided,
however,  to the extent that Purchaser shall elect to retain any such employees,
Seller  covenants  to assist  and  cooperate  in  Purchaser's  efforts.  Nothing
contained herein shall constitute or be construed as an employment  agreement or
contract  made by  Purchaser  with  regard to any such  employees.  In the event
Purchaser shall elect to retain any such employees,  the  compensation and other
terms  of  employment  with  regard  to any  such  retained  employees  shall be
determined by Purchaser,  at Purchaser's sole  discretion.  Seller shall have no
obligation to assure that such employees accept such employment.

     SECTION 1.03. NO ASSUMPTION OF  LIABILITIES.  The Purchaser will not in any
event assume or be responsible for any liabilities,  liens, claims,  obligations
or encumbrances of the Seller,  contingent or otherwise, and the Assets shall be
sold and conveyed to the  Purchaser  free and clear of all  liabilities,  liens,
claims, obligations,  security interests and encumbrances.  Without limiting the
generality  of the  foregoing,  in no event  will  the  Purchaser  assume  or be
responsible for:

          (a) any income, sales,  property,  franchise,  use or other tax of the
     Seller  arising out of or  resulting  from the sale of the Assets  pursuant
     hereto or pursuant to any  transaction of the Seller prior to or subsequent
     to the execution of this  Agreement  (Purchaser is purchasing the inventory
     for resale and  Purchaser  shall  apply for a  California  seller's  permit
     immediately  upon Closing and shall promptly deliver to Seller a California
     Resale Certificate);

          (b) any  liability,  obligation  or cost  resulting  from any claim or
     lawsuit or other proceeding relating to the Assets or naming the Seller, or
     any  successor  thereof as a party arising out of events,  transactions  or
     circumstances occurring or existing prior to Closing (as defined in Section
     1.06(a) hereof);

          (c) any claim  against the  Purchaser  or the  Seller,  which claim is
     based, in whole or in part, upon the failure of the Seller or the Purchaser
     to comply with laws applicable to bulk transfers;

          (d)  subject to Section  5.06,  any  accrued  vacation  or sick leave,
     social  security  payments,  insurance  payments or premiums,  any employee
     benefit,  any taxes related to employees or any other  employee cost of the
     Seller; or

          (e) subject to Section 5.06, any accrued rent, utilities,  real estate
     taxes,  insurance  premiums  or other  expenses  related  to the  Milpitas,
     California building.

          Notwithstanding  the  foregoing,  Purchaser  shall assume and fill all
     outstanding orders for the purchase of products from the Metro-Tel Division
     and for the purchase of  inventories by the Metro-Tel  Division,  in either
     case if  committed  to prior  to the  Closing  in the  ordinary  course  of
     business; provided, however, any cash, cash equivalents, checks, negotiable
     instruments,  securities, accounts receivable and inter-company receivables
     arising from said outstanding  orders for the sale of products shall be the
     sole  property  and assets of  Purchaser  and the cost and  expense for the
     purchase of such inventories shall be the sole responsibility of Purchaser.

     SECTION 1.04.  PURCHASE  PRICE.  Subject to  satisfaction of the conditions
precedent to Closing set forth in Section 1.07  hereof,  the purchase  price for
the Assets  shall be Eight  Hundred  Thousand and no/100  Dollars  ($800,000.00)
("Purchase Price"), payable as follows:


                                       3
<PAGE>

          (a) On Closing Date, and subject to consummation of Closing, Purchaser
     shall  pay  the  sum of Two  Hundred  Fifty  Thousand  and  no/100  Dollars
     ($250,000.00) to Seller;

          (b)  The  balance  of  the  Purchase   Price  shall  be  evidenced  by
     Purchaser's  Promissory  Note  made  payable  to the order of Seller in the
     principal   sum  of  Five  Hundred  Fifty   Thousand  and  no/100   Dollars
     ($550,000.00)  together  with interest  accruing  thereon at the Prime Rate
     published in the "Money Rates" column of The Wall Street  Journal (the base
     rate on corporate  loans posted by at least 75% of the nation's thirty (30)
     largest banks) plus 1% per annum (adjustable monthly), payable in forty-two
     (42) equal monthly  installments  of principal  and interest,  such monthly
     installments  commencing on the 1st day of October,  2002 and continuing on
     the 1st day of each month thereafter until paid in full. In order to secure
     said Promissory Note, Independent,  Sheyenne, Daryl E. Ingalsbe, Timothy S.
     O'Dell and David L.  Ingalsbe  shall  execute and deliver to Seller a joint
     and several  Guaranty of the obligations of Purchaser under said Promissory
     Note, and Purchaser,  Independent and Sheyenne shall execute and deliver to
     Seller their respective  security  agreements granting to Seller a security
     interest in all assets of Purchaser,  Independent and Sheyenne, subject and
     subordinate to the security  interests of the primary lenders of Purchaser,
     Independent  and Sheyenne,  each under a subordination  agreement  mutually
     satisfactory to Seller and the applicable  primary  lender.  The Promissory
     Note shall provide that Purchaser  shall have the option to make partial or
     full prepayment of the Note without assessment of any prepayment penalty or
     premium,  provided,  however,  that Purchaser shall not be entitled to make
     such prepayment if and to the extent Seller is prohibited from receiving or
     accepting any such prepayment pursuant to any agreement that may exist from
     time to time between Seller and any other lender of Purchaser.

     SECTION 1.05.  ALLOCATION  OF  CONSIDERATION.  The Purchase  Price shall be
allocated as follows:

          (a)  Inventory                        $785,000.00

          (b)  Equipment and Furnishings        $  5,000.00

          (c)  Intellectual Properties and
               General Intangibles              $  5,000.00

          (d)  Non-competition Covenant and
               Confidentiality Agreement        $  5,000.00

     The parties hereto agree to cooperate in preparing and filing IRS Form 8594
reflecting  the  allocation  set forth  herein  and  acknowledge  and agree that
neither  of them will take a  position  on any  income  tax  return,  before any
governmental  agency  charged with the  collections  of any income tax or in any
judicial proceeding, that is inconsistent with such allocation.

     SECTION 1.06. THE CLOSING.

          (a) TIME AND  PLACE.  Subject  to the  terms  and  conditions  of this
     Agreement, the closing under this Agreement (the "Closing") will take place
     on a date (the  "Closing  Date") no later than July 31, 2002 at the offices
     of  Independent  Technologies,  Inc. in Omaha,  Nebraska,  or at such other
     time,  date or place as the  Purchaser  and Seller  may  agree.  Unless the
     parties  otherwise  agree in writing,  this  Agreement  shall  terminate on
     August 12, 2002, if the Closing has not occurred.


                                       4
<PAGE>

          (b) PARTIES' OBLIGATIONS AT CLOSING.

               (i) At the Closing, the Purchaser will deliver to the Seller:

                    (A) The sum of Two Hundred Fifty Thousand and no/100 Dollars
               ($250,000.00)  in cash by wire transfer of immediately  available
               funds;

                    (B)  Purchaser's  Promissory  Note  in the  amount  of  Five
               Hundred Fifty Thousand and no/100 Dollars ($550,000.00)  together
               with  the  Security  Agreements  and  Guaranties  required  under
               Section 1.04(b) above;

                    (C) A copy of the  resolution of the Board of Directors (and
               shareholders,  if  required  by  applicable  law)  of each of the
               Purchaser,  Independent and Sheyenne, certified by the applicable
               corporation's  corporate  secretary,  authorizing  the execution,
               delivery  and   performance  of  this  Agreement  and  the  other
               documents   referenced   herein  to  be  entered   into  by  such
               corporation and the consummation of the transactions contemplated
               of it hereby and thereby;

                    (D) Certificates of the Purchaser, Independent and Sheyenne,
               each in form and substance reasonably  satisfactory to the Seller
               and its  counsel  to the  effect  that  each  representation  and
               warranty  of the  certifying  corporation  in this and the  other
               documents   referenced   herein  to  be  entered   into  by  such
               corporation  is true and  correct on and as of the  Closing  Date
               with  the  same  effect  as  though  such   representations   and
               warranties  were  made  on  and  as of  such  date,  unless  such
               representation  or  warranty is as of a specific  date,  in which
               case,  as of such date,  and no breach of or  default  under this
               Agreement or such agreement exists;

                    (E)  Each  required  consent  or  approval  of  a  creditor,
               contract  party  or  public  or  governmental  authority  that is
               required to enable  Purchaser,  Independent,  Sheyenne,  Daryl E.
               Ingalsbe,  Timothy S. O'Dell and David L.  Ingalsbe to enter into
               the  agreements  to  which  they are to  enter  pursuant  to this
               Agreement  and  to  consummate  the   transactions   contemplated
               thereby, if any;

                    (F) Such other  certificates  and documents as the Seller or
               its counsel may reasonably request.

               (ii) At Closing, the Seller will deliver to the Purchaser:

                    (A) a bill of sale  (the  "Bill of  Sale")  and  assignments
               relating to the Assets,  duly executed by the Seller, in form and
               substance  reasonably  satisfactory  to  the  Purchaser  and  its
               counsel,  pursuant  to which  title to the  Assets  purchased  is
               transferred to the Purchaser,  free and clear of all liabilities,
               liens, claims, obligations, security interests or encumbrances;

                    (B) a copy of the resolutions of the Board of Directors (and
               shareholders,  if  required  by  Delaware  law)  of  the  Seller,
               certified by the Seller's  corporate  secretary,  authorizing the
               execution,  delivery and  performance  of this  Agreement and the
               other  documents  referenced  herein to be entered into by Seller
               and the consummation of the transactions contemplated hereby;


                                       5
<PAGE>

                    (C) a  certificate  of the  Seller  in  form  and  substance
               reasonably  satisfactory  to the Purchaser and its counsel to the
               effect  that each  representation  and  warranty of the Seller in
               this  Agreement is true and correct on and as of the Closing Date
               with  the  same  effect  as  though  such   representations   and
               warranties  were  made  on  and  as of  such  date,  unless  such
               representation  or  warranty is as of a specific  date,  in which
               case,  as of such date,  and no breach of or  default  under this
               Agreement exists;

                    (D)  each  required  consent  or  approval  of  a  creditor,
               contract  party  or  public  or  governmental  authority  that is
               required to enable  Seller to enter into the  agreements to which
               it is to enter  pursuant to this  Agreement and to consummate the
               transactions contemplated thereby, if any;

                    (E)  the   Non-Competition   Covenant  and   Confidentiality
               Agreement of Seller identified in Section 1.07(a)(ix) below;

                    (F) the subordination  agreements  mutually  satisfactory to
               Seller  and  the   applicable   primary   lenders  of  Purchaser,
               Independent  and  Sheyenne  as  contemplated  in Section  1.04(b)
               above;

                    (G) all purchase orders, contracts,  invoices and such other
               certificates or documents  related to any  outstanding  orders or
               commitments  for the  purchase  of  products  from the  Metro-Tel
               Division and for the  purchase of  inventories  by the  Metro-Tel
               Division, in either case committed to prior to the Closing in the
               ordinary  course  of  business,  for  which  Purchaser  shall  be
               responsible pursuant to section 1.03 above;

                    (H) such other certificates or documents as the Purchaser or
               its counsel may reasonably request.

     SECTION 1.07. OTHER CONDITIONS TO CLOSING. (a) The obligations of Purchaser
to close this Agreement are, in addition to the receipt of the items  identified
in Section 1.06(b)(ii),  subject to the satisfaction of the conditions precedent
that:

          (i) The representations and warranties of the Seller set forth in this
     Agreement shall be true and correct on the Closing Date;

          (ii) No event shall have  occurred with respect to the Seller that has
     caused a material  adverse  effect on the business,  results of operations,
     financial condition or business prospects of the Seller (a "Seller Material
     Adverse Effect");

          (iii) Each Exhibit to this Agreement shall have been duly completed in
     form  and  substance  reasonably  satisfactory  to the  Purchaser  and  its
     counsel;

          (iv) Each obligation set forth in Section  1.06(b)(ii) shall have been
     satisfied in form and substance  reasonably  satisfactory  to the Purchaser
     and its counsel;

          (v) The Seller shall have  delivered to the Purchaser  all  schedules,
     lists, contracts and other agreements or documents required to be delivered
     pursuant to this Agreement;

          (vi) The Seller shall not be the subject of any action,  proceeding or
     investigation by


                                       6
<PAGE>

     or before any court,  governmental or  administrative  agency or arbitrator
     against  or  affecting  the  Assets or  materially  affecting  the  Seller,
     including,  without  limitation,  any proceeding  seeking to adjudicate the
     Seller  insolvent or seeking a  liquidation  of the Seller's  assets or any
     case or other  proceeding  naming  the  Seller as debtor  under the  United
     States  Bankruptcy  Code or similar  law,  domestic or foreign;  no case or
     other  proceeding  shall have been  commenced  against the Seller under the
     United States Bankruptcy Code or any similar law, domestic or foreign;  the
     Seller shall not have consented to, or acquiesced in, the  appointment of a
     receiver, liquidator,  conservator,  trustee or similar official in respect
     of the Seller or the whole or any  substantial  part of its  properties  or
     assets;  and the  Seller  shall  not have  taken  any  corporate  action in
     furtherance of any of the foregoing;

          (vii) The Assets  shall be  delivered  to  Purchaser  at the  Seller's
     Metro-Tel  Division  office in Milpitas,  California  except for  inventory
     samples in the possession of sales  representatives  of Seller's  Metro-Tel
     Division as to which Seller will,  promptly following the Closing,  request
     such sales representatives to deliver to the Purchaser;

          (viii) All liens,  security interests and encumbrances,  including tax
     liens, if any, shall be released against the Assets;

          (ix) Seller shall deliver to Purchaser, at Closing,  Seller's executed
     Non-Competition Covenant and Confidentiality  Agreement in form and content
     reasonably satisfactory to Purchaser, wherein Seller shall covenant that:

               (A) for a period of three (3)  years  from and after the  Closing
          Date, Seller shall not engage,  either directly or indirectly,  in the
          business of designing, inventing, patenting, manufacturing, marketing,
          selling,   leasing,   licensing,   distributing   and   servicing   of
          telecommunications testing equipment and customer premise equipment or
          any other  products or services that the Seller's  Metro-Tel  Division
          has  designed,  invented,  manufactured,   patented,  marketed,  sold,
          leased,  licensed or otherwise  distributed or serviced,  as an owner,
          partner,  member, joint venture,  independent contractor,  consultant,
          representative or otherwise; and

               (B)  All  customer  lists,  price  lists,   pricing  information,
          marketing  plans,  strategies,  product  specifications  and  designs,
          production  methods  and other  proprietary  information  of  Seller's
          Metro-Tel  Division which are being  transferred to Purchaser shall be
          considered  trade secrets and  confidential  property which, as of the
          Closing  Date and  thereafter,  shall be  owned by  Purchaser  and the
          Seller shall not, directly or indirectly,  for any reason  whatsoever,
          disclose  such  confidential  information  and  trade  secrets  to any
          person, firm, corporation,  association,  or other entity, without the
          prior  written  consent of  Purchaser,  except such trade  secrets and
          confidential property which are known to the general public.

          The  Non-Competition  Covenant  and  Confidentiality  Agreement  shall
     provide  that in the event of  breach or  threatened  breach  thereof,  the
     Purchaser shall be entitled to any and all remedies  provided at law and in
     equity, including but not limited to, injunctive relief, and collect actual
     damages,  whether or not said damages exceed the consideration allocated to
     such agreement under Section 1.05 above.

          (x) Purchaser shall have procured  financing in the amount of at least
     Five Hundred Thousand and no/100 Dollars  ($500,000.00)  ($250,000.00 to be
     used for the payment  required at Closing under  Section  1.04(a) above and
     $250,000.00 for operating capital) from such lender as


                                       7
<PAGE>

     Purchaser  may  elect,  upon  financing  terms  reasonably   acceptable  to
     Purchaser.  Such  financing  may, at  Purchaser's  option,  be secured by a
     security  interest  having first lien  priority on all assets of Purchaser,
     including the Assets to be purchased hereunder and Seller shall subordinate
     Seller's  security  interest  to be  granted  under this  Agreement  to the
     security  interest of such lender,  in  accordance  with the  provisions of
     Section 1.04(b) above.

     (b) The obligations of Seller to perform this Agreement are, in addition to
the  receipt  of the items  identified  in  Section  1.06(b)(i),  subject to the
satisfaction of the conditions precedent that:

          (i) The  representations  and warranties of the Purchaser set forth in
     this Agreement shall be true and correct on the Closing Date;

          (ii) No event  shall have  occurred  with  respect  to the  Purchaser,
     Independent,  Sheyenne,  Daryl E. Ingalsbe,  Timothy S. O'Dell and David L.
     Ingalsbe  that has caused or could cause a material  adverse  effect on the
     business, results of operations,  financial condition or business prospects
     of the Purchaser,  Independent,  Sheyenne,  Daryl E.  Ingalsbe,  Timothy S.
     O'Dell and David L. Ingalsbe (a "Purchaser Material Adverse Effect");

          (iii) Each Exhibit to this Agreement shall have been duly completed in
     form and substance reasonably satisfactory to the Seller and its counsel;

          (iv) Each obligation set forth in Section  1.06(b)(i)  shall have been
     satisfied in form and substance  reasonably  satisfactory to the Seller and
     its counsel;

          (v) None of the Purchaser,  Independent,  Sheyenne, Daryl E. Ingalsbe,
     Timothy S. O'Dell and David L. Ingalsbe shall be the subject of any action,
     proceeding  or  investigation  by or  before  any  court,  governmental  or
     administrative  agency  or  arbitrator  materially  affecting  any  of  the
     Purchaser,  Independent,  Sheyenne, Daryl E. Ingalsbe, Timothy S. O'Dell or
     David L. Ingalsbe, including, without limitation, any proceeding seeking to
     adjudicate  any of them  insolvent or seeking a liquidation  or any case or
     other  proceeding  naming  any of them as debtor  under the  United  States
     Bankruptcy  Code or similar  law,  domestic  or  foreign;  no case or other
     proceeding  shall have been commenced  against any of them under the United
     States  Bankruptcy  Code  or any  similar  law,  domestic  or  foreign;  no
     proceeding  shall  have  been  instituted   against  any  of  them  seeking
     liquidation  of any of their assets;  none of them shall have consented to,
     or acquiesced in, the appointment of a receiver,  liquidator,  conservator,
     trustee or similar  official in respect of any of their or the whole or any
     substantial  part of any of their  properties  or assets;  and none of them
     shall have taken any action in furtherance of any of the foregoing.

     (c) The obligations of each of the Purchaser and the Seller to perform this
Agreement  are  subject to the  satisfaction  of the  condition  precedent  that
Purchaser  shall  have  obtained  the  consent  of  the  lenders  of  Purchaser,
Independent and Sheyenne to the granting of the subordinate  security  interests
required  to be given to Seller  pursuant to Section  1.04 above,  to the extent
that such consent is required  pursuant to any loan  covenants of the respective
lenders.

                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

     The Seller represents, warrants and agrees as follows:

     SECTION 2.01.  ASSETS.  The Seller is, or as of Closing will be, the lawful
owner of the Assets free


                                       8
<PAGE>

and clear of all  liens,  claims,  charges,  restrictions,  security  interests,
pledges or  encumbrances  of any kind and has, or as of Closing  will have,  the
full right,  power,  authority and capacity to sell and transfer the Assets.  By
virtue of the transfer of the Assets to the Purchaser, the Purchaser will obtain
full  title  to the  Assets  free  and  clear  of all  liens,  claims,  charges,
restrictions, security interests, pledges and encumbrances of any kind.

     Exhibit "A" attached hereto contains a true and correct list as of June 30,
2002 of all Assets owned by the Seller that are used in the  Metro-Tel  Division
and, by specific identification, all equipment or other personal property leased
by the Seller  that are used in the  Metro-Tel  Division.  Since June 30,  2002,
there have been no changes in the assets of Seller's  Metro-Tel  Division  other
than in the ordinary course of business.  As of the date of this Agreement,  all
Assets are in good working condition and repair, normal wear and tear excepted.

     SECTION 2.02. EXISTENCE; GOOD STANDING;  CORPORATE POWER AND AUTHORITY. The
Seller is a corporation  duly organized,  validly  existing and in good standing
under the laws of the State of Delaware.  The Seller has all requisite corporate
power and authority to own and carry on its business as now conducted.

     SECTION 2.03. AUTHORIZATION,  VALIDITY AND EFFECT OF AGREEMENTS. The Seller
has the  requisite  corporate  power and  authority  to execute and deliver this
Agreement and all agreements and documents  contemplated  hereby. This Agreement
and the  transactions  contemplated  hereby have been  approved by the  Seller's
Board of  Directors  (and,  if required by Delaware  law,  the  shareholders  of
Seller)  and the  consummation  by the Seller of the  transactions  contemplated
hereby  has  been  duly  authorized  by all  requisite  corporate  action.  This
Agreement  constitutes,  and all  agreements and documents  contemplated  hereby
(when executed and delivered by Seller  pursuant  hereto) will  constitute,  the
valid and legally binding  obligations of the Seller,  enforceable in accordance
with their respective terms.

     SECTION  2.04.  NO  VIOLATION.  Neither the  execution  and delivery by the
Seller of this Agreement nor the  consummation by the Seller of the transactions
contemplated  hereby in accordance with the terms hereof will: (i) conflict with
or result in a breach of any  provisions  of the  articles of  incorporation  or
bylaws of the Seller; (ii) conflict with, result in a breach of any provision of
or the  modification or termination of,  constitute a default under or result in
the creation or imposition of any lien, security interest, charge or encumbrance
upon any of the  assets of the Seller  pursuant  to,  any  material  commitment,
lease, contract or other material agreement or instrument to which the Seller is
a party, or, if any such conflict, breach, modification,  termination or default
shall result, each such conflict, breach,  modification,  termination or default
shall be cured at Closing;  or (iii) violate or result in a change in any rights
or obligations under any governmental permit or license (other than with respect
to permits or licenses that are  non-transferable and that relate to the use and
operation  of  the  Seller's  Milpitas,   California  facility)  or  any  order,
arbitration  award,  judgment,  writ,  injunction,   decree,  statute,  rule  or
regulation applicable to the Seller.

     SECTION  2.05.  REGULATORY  CONSENTS.  No  consent,   approval,   order  or
authorization of, or registration,  declaration or filing with, any governmental
entity,  is required  by or with  respect to the Seller in  connection  with the
execution and delivery of this Agreement by the Seller,  or the  consummation by
the  Seller of the  transactions  contemplated  hereby,  which has not been made
(other than post-Closing filings with the Securities and Exchange Commission) or
obtained  and where the  failure to make or obtain  would have  Seller  Material
Adverse Effect.

     SECTION 2.06. NO MATERIAL  ADVERSE  CHANGES.  The Seller will promptly give
the Purchaser written notice of (i) any material adverse change in the financial
condition, results of operations, business, assets or liabilities (contingent or
otherwise,  whether  due or to become due,  known or  unknown)  of the


                                       9
<PAGE>

Seller's Metro-Tel Division;  and (ii) any other transaction entered into by the
Seller  regarding or affecting  the Metro-Tel  Division,  except in the ordinary
course of business and consistent with past practice.

     SECTION 2.07. TAX MATTERS.

          (a) For  purposes  of this  Agreement,  (i) "Tax"  means any  federal,
     state,  local  or  foreign  income,  gross  receipts,   license,   payroll,
     employment,   excise,  severance,  stamp,  occupation,   premium,  windfall
     profits,  environmental  (including taxes under Section 59A of the Internal
     Revenue Code of 1986, as amended (the  "Code")),  customs  duties,  capital
     stock,  franchise,  profits,  withholding,  social  security (or  similar),
     unemployment,  disability,  real property,  personal property,  sales, use,
     transfer,   registration,  value  added,  alternative  or  add-on  minimum,
     estimated  or other tax of any kind  whatsoever,  including  any  interest,
     penalty or addition thereto, whether disputed or not, and (ii) "Tax Return"
     means any return,  report,  information return or other document (including
     any related or supporting  information)  filed or required to be filed with
     any taxing  authority in  connection  with its  determination,  assessment,
     collection, administration or imposition of any Tax.

          (b) Except as disclosed on Exhibit B attached  hereto,  the Seller has
     duly and timely  filed all Tax  Returns  required to be filed by it and has
     duly and timely paid all Taxes and other  charges  (whether or not shown on
     any Tax Return) due or claimed to be due from it by federal, foreign, state
     or local taxing authorities or has set up an adequate reserve for all Taxes
     payable by the Seller.  All such Tax Returns  were true and complete in all
     material respects.  Except as set forth on Exhibit B attached hereto, there
     are no Tax liens upon any properties or assets of the Seller (whether real,
     personal or mixed,  tangible or intangible) and there are no pending or, to
     the Seller's knowledge,  threatened audits or examinations  relating to, or
     claims asserted for, Taxes or assessments against the Seller. Seller is not
     aware of a  substantial  basis for any such claims.  Except as set forth on
     Exhibit B  attached  hereto,  the Seller  has  withheld  and paid all Taxes
     required to have been withheld and paid in connection  with amounts paid or
     owing to any employee, independent contractor, creditor or shareholder.

          (c) The  Seller  will  assume  liability  for and will pay any and all
     Taxes related to the sale of the Assets to the Purchaser.

     Section 2.08. Employees and Fringe Benefit Plans.

          (a) The Seller has  provided  to the  Purchaser a true,  accurate  and
     complete  list  of  the  identity  and  position  of all  employees  of the
     Metro-Tel   Division  of  Seller,  and  the  annual  rate  of  compensation
     (including  bonuses) being paid to each such employee as of the most recent
     practicable date.

          (b) Prior to the Closing the Seller will provide the Purchaser  with a
     written schedule of each employment, bonus, deferred compensation, pension,
     stock option, stock appreciation right,  profit-sharing or retirement plan,
     arrangement or practice, each medical, vacation, retiree medical, severance
     pay plan and each other agreement or fringe benefit plan,  arrangement,  or
     practice,  of the Metro-Tel Division of Seller,  whether legally binding or
     not, that affects one or more of the Seller's Metro-Tel Division employees.

          (c) Except  where  failure  to do so would not have a Seller  Material
     Adverse Effect, the Seller has complied in all respects with all applicable
     federal, state and local laws, rules and regulations relating to employees'
     employment and employment  relationships,  including,  without  limitation,
     wage related laws, anti-discrimination laws, employee safety laws and COBRA


                                       10
<PAGE>

     (defined herein to mean the  requirements  of Code Section 4980B,  Proposed
     Treasury Regulation Section 1.162-26 and Part 6 of Subtitle B of Title I of
     ERISA) with respect to the Seller's Metro-Tel Division employees.

     SECTION 2.09. LEGAL COMPLIANCE.  The Seller's  Metro-Tel  Division has been
and currently is conducting  its  business,  and each of the premises  leased or
owned by the  Seller's  Metro-Tel  Division  has been and now is being  used and
operated, in compliance with all applicable laws, statutes, regulations, orders,
covenants,  restrictions,  decrees and plans of federal, state, regional, county
or municipal  authorities,  agencies or boards  applicable  to the same,  except
where the failure to so comply would not have a Seller Material Adverse Effect.

     SECTION 2.10. LITIGATION. Except as disclosed on Exhibit C attached hereto,
there  is no suit,  action  or  proceeding  pending  or  threatened  against  or
affecting  the  Seller  which,  if  adversely  determined,  could  have a Seller
Material  Adverse  Effect.  The Seller is not subject to any currently  existing
order,  writ,  injunction  or decree  relating  to the  operations  of  Seller's
Metro-Tel Division.

     SECTION  2.11.  NO BROKERS.  The Seller has not entered into any  contract,
arrangement  or  understanding  with any  person or firm that may  result in the
obligation  of the  Purchaser  to pay any  finder's  fees,  brokerage or agent's
commissions or other like payments in connection with the  negotiations  leading
to this Agreement or the consummation of the transactions contemplated hereby.

     SECTION 2.12.  CONSENTS AND  APPROVALS.  The Seller has  obtained,  or will
obtain prior to Closing,  all consents,  approvals,  authorizations or orders of
third   parties,   including   governmental   authorities,   necessary  for  the
authorization, execution and performance of this Agreement by the Purchaser.

     SECTION  2.13.  INSOLVENCY.  The  Seller has not  commenced  and is not the
subject of any insolvency or bankruptcy  proceeding and neither the shareholders
nor the board of directors of the Seller has  determined to file any  insolvency
or bankruptcy proceeding with respect to the Seller nor has the Seller consented
to the filing of any bankruptcy or insolvency proceeding against the Seller.

     SECTION 2.14. FULL  DISCLOSURE.  No  representation,  warranty or statement
made  by the  Seller  in or  pursuant  to this  Agreement  contains  any  untrue
statement of a material  fact or omits or will omit to state any  material  fact
necessary to make such representation, warranty or statement not misleading.

                                   ARTICLE III

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

     The Purchaser represents, warrants and agrees as follows:

     SECTION 3.01. EXISTENCE; GOOD STANDING; CORPORATE AUTHORITY. The Purchaser,
Independent and Sheyenne, are corporations validly existing and in good standing
under  the  laws  of  the  State  of  Minnesota,   Nebraska  and  North  Dakota,
respectively.  The Purchaser,  Independent and Sheyenne have all requisite power
and authority to own, operate and lease their respective properties and carry on
their respective businesses as now conducted.

     SECTION  3.02.  AUTHORIZATION,  VALIDITY  AND  EFFECT  OF  AGREEMENTS.  The
Purchaser,  Independent and Sheyenne have the power and authority to execute and
deliver this Agreement and all agreements and documents  contemplated


                                       11
<PAGE>

hereby to be executed and delivered by them. The  consummation by the Purchaser,
Independent and Sheyenne of the transactions  contemplated  hereby has been duly
authorized  by  all  requisite  action.  This  Agreement  constitutes,  and  all
agreements  and  documents  contemplated  hereby (when  executed  and  delivered
pursuant hereto) will constitute,  the valid and legally binding  obligations of
the Purchaser,  Independent  and Sheyenne,  enforceable in accordance with their
respective terms.

     SECTION  3.03.  NO  VIOLATION.  Neither the  execution  and delivery by the
Purchaser,  Independent  and Sheyenne of this  Agreement and all  agreements and
documents  contemplated  hereby to be executed and  delivered  by them,  nor the
consummation by the Purchaser, Independent, Sheyenne, Daryl E. Ingalsbe, Timothy
S. O'Dell and David L.  Ingalsbe  of the  transactions  contemplated  hereby and
thereby in  accordance  with the terms hereof and all  agreements  and documents
contemplated  hereby and thereby to be executed and delivered by them,  will (i)
conflict  with or  result in a breach of any  provisions  of the  organizational
documents of the Purchaser,  Independent or Sheyenne; (ii) conflict with, result
in a  breach  of  any  provision  of or  the  modification  or  termination  of,
constitute a default under, or result in the creation or imposition of any lien,
security  interest,  charge  or  encumbrance  upon  any  of  the  assets  of the
Purchaser, Independent,  Sheyenne, Daryl E. Ingalsbe, Timothy S. O'Dell or David
L.  Ingalsbe  pursuant  to any  material  commitment,  lease,  contract or other
material  agreement or  instrument  to which any of them is a party,  or, if any
such conflict, breach,  modification,  termination or default shall result, each
such conflict,  breach,  modification,  termination or default shall be cured at
Closing;  or (iii)  violate or result in a change in any  rights or  obligations
under any  governmental  permit or  license  or any  order,  arbitration  award,
judgment,  writ, injunction,  decree,  statute, rule or regulation applicable to
the Purchaser,  Independent,  Sheyenne, Daryl E. Ingalsbe, Timothy S. O'Dell and
David L. Ingalsbe.

     SECTION 3.04. OWNERSHIP OF PURCHASER. All of the capital stock of Purchaser
is owned by Daryl E. Ingalsbe, Timothy S. O'Dell, David L. Ingalsbe and Henry L.
Smith.

     SECTION  3.05.  REGULATORY  CONSENTS.  No  consent,   approval,   order  or
authorization of, or registration,  declaration or filing with, any governmental
entity, is required by or with respect to the Purchaser, Independent,  Sheyenne,
Daryl E.  Ingalsbe,  Timothy S. O'Dell and David L. Ingalsbe in connection  with
the  execution  and  delivery  of  this   Agreement  and  the  other   documents
contemplated  herein to be entered into by them, or the  consummation by them of
the transactions  contemplated  hereby,  which has not been made or obtained and
where the  failure to make or obtain  would have a  Purchaser  Material  Adverse
Effect or, with respect to Independent,  Sheyenne, Daryl E. Ingalsbe, Timothy S.
O'Dell and David L. Ingalsbe, similar effect as to any of them.

     SECTION 3.06. LITIGATION. Except as disclosed on Exhibit D attached hereto,
there  is no suit,  action  or  proceeding  pending  or  threatened  against  or
affecting the Purchaser,  Independent,  Sheyenne, Daryl E. Ingalsbe,  Timothy S.
O'Dell  and David L.  Ingalsbe  which,  if  adversely  determined,  could have a
Purchaser Material Adverse Effect. None of the Purchaser, Independent, Sheyenne,
Daryl E.  Ingalsbe,  Timothy S.  O'Dell and David L.  Ingalsbe is subject to any
currently existing order, writ, injunction or decree that could have a Purchaser
Material  Adverse  Effect or, with respect to  Independent,  Sheyenne,  Daryl E.
Ingalsbe,  Timothy S. O'Dell and David L. Ingalsbe,  similar effect as to any of
them.

     SECTION 3.07. NO BROKERS.  None of the  Purchaser,  Independent,  Sheyenne,
Daryl E. Ingalsbe,  Timothy S. O'Dell and David L. Ingalsbe has entered into any
contract,  arrangement or understanding  with any person or firm that may result
in the obligation of the Seller to pay any finder's  fees,  brokerage or agent's
commission or other like payments in connection with the negotiations leading to
this Agreement or the consummation of the transactions contemplated hereby.

     SECTION 3.08.  CONSENT AND APPROVALS.  Each of the Purchaser,  Independent,
Sheyenne,  Daryl E.  Ingalsbe,  Timothy  S.  O'Dell  and David L.  Ingalsbe  has
obtained,   or  will  obtain  prior  to  Closing,   all   consents,   approvals,
authorizations or orders of third parties,  including governmental  authorities,
necessary for the authorization,  execution and performance of this Agreement by
them


                                       12
<PAGE>

     SECTION 3.09.  INSOLVENCY.  None of the Purchaser,  Independent,  Sheyenne,
Daryl E.  Ingalsbe,  Timothy S. O'Dell and David L. Ingalsbe has commenced or is
the  subject  of  any  insolvency  or  bankruptcy  proceeding  and  neither  the
shareholders  nor the  board  of  directors  of the  Purchaser,  Independent  or
Sheyenne and none of Daryl E. Ingalsbe,  Timothy S. O'Dell and David L. Ingalsbe
has  determined  to file any  insolvency or  bankruptcy  proceeding  nor has the
Purchaser, Independent, Sheyenne, Daryl E. Ingalsbe, Timothy S. O'Dell and David
L. Ingalsbe  consented to the filing of any bankruptcy or insolvency  proceeding
against any of them.

     SECTION 3.10. FULL  DISCLOSURE.  No  representation,  warranty or statement
made by the  Purchaser  in or pursuant  to this  Agreement  contains  any untrue
statement of a material  fact or omits or will omit to state any  material  fact
necessary to make such representation,  warranty or statement not misleading. No
representation,  warranty or statement made by Independent,  Sheyenne,  Daryl E.
Ingalsbe,  Timothy S. O'Dell and David L. Ingalsbe  contained in any Guaranty or
Security  Agreement to be entered into by them pursuant to this  Agreement  will
contain any untrue  statement  of a material  fact or omit to state any material
fact  necessary  to  make  such   representation,   warranty  or  statement  not
misleading.

                                   ARTICLE IV

                         SURVIVAL OF REPRESENTATIONS AND
                           WARRANTIES; INDEMNIFICATION

     SECTION   4.01.   SURVIVAL   OF   REPRESENTATIONS   AND   WARRANTIES.   The
representations,  warranties, covenants and indemnities of the parties contained
in this  Agreement  shall be deemed by the parties  hereto to be restated on the
Closing  Date and shall  survive  Closing  and  remain in full  force and effect
thereafter; provided, however, that all representations and warranties contained
in Articles II and III shall  expire and be of no further  force or effect as to
any  claim or  matter  not  asserted  by notice  given in  writing  on or before
December 31, 2003.

     SECTION 4.02.  INDEMNIFICATION BY THE SELLER.  Subject to the provisions of
this Article IV, the Seller agrees to indemnify and hold harmless the Purchaser,
and each  shareholder,  director,  officer,  employee or other agent thereof and
their respective successors,  assigns,  heirs, legal representatives and estates
(each  being a  "Purchaser  Indemnified  Party"),  from and  against any and all
claims,   losses,   damages,   liabilities  and  expenses  (including,   without
limitation,  settlement costs and any reasonable legal or other fees or expenses
for  investigating  or defending any actions or threatened  actions)  reasonably
incurred by such Purchaser  Indemnified Party in connection with each and all of
the following:

          (a) any  misrepresentation or breach of any representation or warranty
     made by the Seller in this Agreement;

          (b)  the  nonfulfillment  or  breach  of any  covenant,  agreement  or
     obligation of the Seller contained in or contemplated by this Agreement;

          (c) any  misrepresentation or breach of any representation or warranty
     contained in any statement, certificate, or other document furnished by the
     Seller pursuant to this Agreement;

          (d) any attempt  (whether or not successful) by any person (other than
     a Purchaser  Indemnified Party) to cause or require a Purchaser Indemnified
     Party to pay or discharge any debt,  obligation,  liability or  commitment,
     the existence of which would entitle such  Purchaser  Indemnified  Party to
     indemnification pursuant to clauses (a) through (c) of this Section 4.02 or


                                       13
<PAGE>

     would constitute a breach of any such representation, warranty or agreement
     under this Agreement; and

          (e) any  non-compliance by Seller with applicable state bulk sales law
     (compliance with which is hereby waived by Purchaser).

     SECTION 4.03.  INDEMNIFICATION BY THE PURCHASER.  Subject to the provisions
of this  Article  IV, the  Purchaser,  Independent  and  Sheyenne,  jointly  and
severally,  agree to indemnify  and hold  harmless the Seller,  and the Seller's
successors  and assigns  (each  being a "Seller  Indemnified  Party"),  from and
against  any  and  all  claims,  losses,   damages,   liabilities  and  expenses
(including,  without  limitation,  settlement  costs and any reasonable legal or
other fees or expenses for  investigating or defending any actions or threatened
actions) reasonably incurred by such Seller Indemnified Party in connection with
each and all of the following:

          (a) any  misrepresentation or breach of any representation or warranty
     made by the Purchaser in this Agreement;

          (b)  the  nonfulfillment  or  breach  of any  covenant,  agreement  or
     obligation of the Purchaser contained in or contemplated by this Agreement;

          (c) any  misrepresentation or breach of any representation or warranty
     contained in any statement, certificate, or other document furnished by the
     Purchaser pursuant to this Agreement; and

          (d) any attempt  (whether or not successful) by any person (other than
     a Seller  Indemnified Party) to cause or require a Seller Indemnified Party
     to pay or discharge  any debt,  obligation,  liability or  commitment,  the
     existence  of  which  would  entitle  such  Seller   Indemnified  Party  to
     indemnification pursuant to clauses (a) through (c) of this Section 4.03 or
     would constitute a breach of any such representation, warranty or agreement
     under this Agreement.

     SECTION  4.04.   INDEMNIFICATION  PROCEDURE.  An  indemnified  party  shall
promptly  notify  the  indemnifying  party  of  any  claim,  demand,  action  or
proceeding  for which  indemnification  will be  sought  under  Section  4.02 or
Section 4.03 of this Agreement, and, if such claim, demand, action or proceeding
is a third-party  claim,  demand,  action or proceeding,  the indemnifying party
will have the right at its expense to assume the defense  thereof  using counsel
reasonably acceptable to the indemnified party. The indemnified party shall have
the  right  to  participate,  at its  own  expense,  with  respect  to any  such
third-party  claim,  demand,  action or proceeding.  In connection with any such
third-party claim,  demand,  action or proceeding,  the Purchaser and the Seller
shall  cooperate  with each other and provide each other with access to relevant
books and records in their possession. No such third-party claim, demand, action
or  proceeding  shall be  settled  without  the  prior  written  consent  of the
indemnified  party.  If a  firm  written  offer  is  made  to  settle  any  such
third-party  claim,  demand,  action or proceeding  and the  indemnifying  party
proposes to accept such settlement, and the indemnified party refuses to consent
to such settlement,  then: (a) the indemnifying party shall be excused from, and
the indemnified  party shall be solely  responsible  for, all further defense of
such  third-party  claim,  demand,  action or  proceeding;  and (b) the  maximum
liability of the indemnifying party relating to such third-party claim,  demand,
action or  proceeding  shall be the  amount of the  proposed  settlement  if the
amount  thereafter  recovered  from the  indemnified  party on such  third-party
claim,  demand,  action or proceeding is greater than the amount of the proposed
settlement.


                                       14
<PAGE>

                                    ARTICLE V

                                    COVENANTS

     SECTION 5.01. FURTHER ASSURANCES. Each of the parties hereto will cooperate
with the other toward the consummation of the transactions  contemplated  herein
and execute and deliver to the other parties hereto such other  instruments  and
documents and take such other actions as may be reasonably  requested  from time
to time by any other  party  hereto as  necessary  to carry  out,  evidence  and
confirm the intended purposes of this Agreement.

     SECTION  5.02.  CONDUCT OF  BUSINESS.  The Seller  covenants  that prior to
Closing, except as otherwise agreed by Purchaser in writing in advance, it shall
(a) conduct  the  Seller's  Metro-Tel  Division  business  only in the usual and
ordinary course of business in accordance with good and prudent  practices;  (b)
keep the  Purchaser  informed  daily of material  developments  which affect the
business of the  Seller's  Metro-Tel  Division  or the Assets;  (c) not make any
material  additions to or sell (other than inventories in the ordinary course of
business),  transfer or otherwise dispose of, or subject to any encumbrance, any
Asset;  (d) keep and maintain the Assets in good operating  condition and repair
consistent  with past practice;  and (e) use its reasonable  efforts to preserve
the  goodwill  of the  Seller's  Metro-Tel  Division's  suppliers,  contractors,
licensors, employees, customers and distributors.

     SECTION 5.03. BOOKS AND RECORDS.  Promptly after Closing,  the Seller shall
transfer to the  Purchaser  all  customer  lists,  designs,  plans,  schematics,
warranties,  records,  documents and data in Seller's  possession  being sold as
part of the Assets relating to the business of the Seller's Metro-Tel  Division.
If any record, document or data being sold as part of the Assets is required for
the Seller's business,  accounting or tax purposes after Closing, the Seller may
retain a copy if it is in Seller's  possession and Purchaser  shall allow Seller
access to and the  ability to make copies of any such  record,  document or data
being  sold  as part of the  Assets.  As to any  accounting  books  and  records
relating to Seller's  Metro-Tel  Division  that are not  included in the Assets,
Seller  shall allow  Purchaser  access to and the ability to make copies of such
accounting  books and records of Seller if and to the extent they pertain to the
operations of Seller's  Metro-Tel  Division.  Each of Purchaser and Seller shall
maintain  the  information  owned by the  other to which it is  afforded  access
and/or copies pursuant to the foregoing  provisions in strict confidence and not
use it except to the extent needed for its accounting or tax reporting  purposes
and shall  limit  access  thereto  to those of its  employees,  accountants  and
attorneys and  requesting  governmental  authorities  on a "need to know" basis.
None of the  records,  documents  and data  that are  part of the  Assets  to be
transferred to Purchaser and none of the accounting  books and records  relating
to Seller's  Metro-Tel  Division  that are not  included in the Assets  shall be
destroyed by Purchaser or Seller, as the case may be, prior to December 31, 2006
without the consent of the other unless first reproduced by microfilm or similar
process.

     SECTION 5.04.  RISK OF LOSS.  All risk of loss to the Assets to be conveyed
hereunder shall be borne by Seller until Closing.

     SECTION 5.05.  WARRANTY  CLAIMS.  Purchaser  covenants that Purchaser shall
service warranty claims of Seller's Metro-Tel Division customers on products and
services sold or provided prior to the Closing Date; provided,  however,  Seller
shall reimburse  Purchaser for all such warranty claims properly  claimed by the
customer within the applicable  warranty period that was afforded by Seller with
respect  thereto,  such  reimbursement  to be made at  Purchaser's  cost, to the
extent the aggregate amount of all such costs exceeds  $10,000.00.  Seller shall
make any reimbursement  required to be made by it to Purchaser  pursuant to this
Section  5.05  within  ten  (10)  days  after   Purchaser   provides  to  Seller
notification  of any such warranty claim and request for  reimbursement.  In the
event  Seller  shall not  reimburse  Purchaser  within such ten (10) day period,
Purchaser shall be entitled,  at Purchaser's  option, to setoff against any


                                       15
<PAGE>

sums due from  Purchaser  to Seller  hereunder,  including  any  payments due on
Purchaser's  Promissory Note identified in Section 1.04 above, the amount of any
such non-reimbursed warranty claim.

     SECTION  5.06.  POST-CLOSING  EXPENSES  OF  MILPITAS,   CALIFORNIA  OFFICE.
Purchaser  intends to relocate  the  Metro-Tel  Division to Minnesota as soon as
reasonably  practical after Closing.  Seller agrees to permit Purchaser's use of
the Milpitas,  California  office after Closing for a period not to exceed three
(3)  months in order to permit  Purchaser  sufficient  time to  consummate  said
relocation.  Seller shall use reasonable  efforts to keep available the existing
employees of Seller's  Metro-Tel Division during such period, but shall be under
no obligation to offer any monetary or other benefit inducements, in addition to
that presently paid to such  employees,  to retain such  employees.  Seller may,
after  consultation with Purchaser,  reduce the work force of Seller's Metro-Tel
Division to reflect the  Purchaser's  then needs  contemplated  by this Section.
Seller  shall not be  obligated  to replace  any such  employees  who  terminate
employment (voluntarily or pursuant to the previous sentence).  Seller shall not
be responsible  if its ability to produce  products or ship products is hindered
by reason of a reduction of such work force.  Purchaser covenants that Purchaser
shall reimburse Seller for the monthly rent,  utility charges and other expenses
(including,  without  limitation,  insurance costs) related to said office which
accrues during such limited period of time, for all payroll,  benefit and fringe
benefit  (at the  levels  set  forth  on the  schedule  provided  under  Section
2.08(b)),  and payroll tax costs  attributable to the retained  employees during
such limited  period of time and for all other  operating  costs incurred by the
Seller  in  complying  with this  Section.  All such  payments  shall be made by
Purchaser to Seller within ten (10) days after Seller  provides  Purchaser  with
notification  of  such  expenses  and  a  request  for  reimbursement  therefor.
Purchaser shall be responsible to pay its employees  (including  those employees
of Seller's Metro-Tel Division who become employees of Purchaser). At the end of
such limited  period of time,  Purchaser  shall remove all property  owned by it
from such  premises  and  leave  such  premises  in a "broom  clean"  condition.
Purchaser  may  terminate  its  use  of  the  Milpitas,  California  office,  at
Purchaser's option, prior to the expiration of such limited period of time, upon
Purchaser  giving to Seller ten (10) days' prior written  notice of  termination
and  Purchaser's  payment to Seller of the costs,  expenses  and other  payments
required under this Section 5.06 which have accrued to the date of  termination.
Upon such  termination  and subject to  Purchaser's  obligation to pay to Seller
such  costs,  expenses  and other  payments  which  have  accrued to the date of
termination, Purchaser shall have no further liability to Seller for Purchaser's
use of the Milpitas, California office.

     SECTION 5.07.  MERCHANDISE  RETURNS.  If and to the extent products sold by
Seller's  Metro-Tel  Division prior to the Closing are returned to either Seller
or Purchaser,  Purchaser  shall honor and adhere to Seller's policy of accepting
such  returns and  issuing a credit to (or  paying) the  customer at the invoice
price at which the  merchandise  was sold,  less a 20% reshelving  charge.  Such
products  shall be  delivered  to Purchaser by Seller (if returned to Seller) or
retained by Purchaser (if returned to Purchaser)  and Seller shall pay Purchaser
an amount equal to the credit so afforded the customer,  less Seller's  material
cost thereof.  Any such payments shall be made to Purchaser by Seller within ten
(10) days after Purchaser provides Seller with notification thereof.

     SECTION 5.08.  COLLECTION OF RECEIVABLES.  Promptly  following the Closing,
Seller shall  deliver to Purchaser a schedule,  by customer and invoice,  of all
open  accounts  receivable  of  Seller's  Metro-Tel  Division as of the close of
business  on the Closing  Date and shall  provide  Purchaser  with an update (to
reflect  collections)  monthly  thereafter.  Purchaser  agrees  to use its  best
efforts  to assist  Seller in  collecting  such  accounts  receivable;  provided
however,  that Purchaser shall not be required to engage in litigation or retain
any agent to pursue the collection of such receivables and shall not be required
to incur any expenses in connection  with the collection  thereof.  All payments
received on accounts receivable by Purchaser or Seller from such customers shall
be applied (a) first to the specific invoice designated by the customer,  (b) if
not so  designated  then to an invoice  that is in an amount  that  matches  the
amount of such payment (in the case of more than one such  matches,  then to the
oldest of such  invoices  first and, if any


                                       16
<PAGE>

portion of an account  receivable  is disputed by the  account  debtor,  but the
balance of the payment  matches to an invoice,  the payment  shall be applied to
such  invoice),  or if  neither  (a) nor (b)  applies,  then  (c) to the  oldest
outstanding  invoice.  Each  party  shall,  on or prior to  Tuesday of each week
(commencing  on the first Tuesday  following the Closing),  account to the other
for all payments received by it from Seller's  Metro-Tel  Division  customers by
facsimile and make  appropriate  payment within five (5) business days after its
receipt of such accounting from the other party.

     Seller agrees to pay to Purchaser all amounts which Seller may receive from
any  customers  which are  identified  by the paying  customer  as  payments  on
Purchaser's  receivables.  Any amounts  received  by Seller from such  customers
shall be remitted to Purchaser weekly.

     SECTION  5.09.  SUPPORT  COVENANT.  Independent  and  Sheyenne  shall cause
Purchaser to perform its obligations  under this Agreement,  including,  without
limitation,  paying  the  Purchase  Price,  on  the  terms  and  subject  to the
conditions set forth in this Agreement.

                                   ARTICLE VI

                               GENERAL PROVISIONS

     SECTION 6.01.  NOTICES.  Any notice required to be given hereunder shall be
sufficient if in writing,  and delivered by recognized overnight courier service
(with proof of delivery),  hand delivery,  certified or registered  mail (return
receipt requested and postage prepaid), or by facsimile transmission,  addressed
as follows:

     If to Purchaser,                   Metro Tel Corp. of Minnesota, Inc.
     Independent or Sheyenne            Attention:  President
                                        26 First Avenue S.E.
                                        New London MN  56273
                                        Fax: 320-354-5827

     with a copy to:                    Michael F. Kivett
                                        Walentine O'Toole McQuillan
                                        & Gordon 11240 Davenport
                                        Street, PO Box 540125 Omaha
                                        NE 68154-0125 Fax:
                                        402-330-6303

     If to Seller:                      Dryclean USA, Inc.
                                        Attention:  President
                                        290 N.E. 68th Street
                                        Miami FL  33138
                                        Fax: 305-751-4903

     with a copy to:                    Richard A. Rubin
                                        Jenkens & Gilchrist Parker
                                        Chapin LLP 405 Lexington
                                        Avenue New York NY 10174
                                        Fax: 212-704-6288


                                       17
<PAGE>

or to such other address as any party shall specify by written  notice so given,
and such notice shall be deemed to have been delivered (a) on the first business
day after the  business  day of  scheduled  delivery by a  recognized  overnight
courier service in the manner  described  above,  (b) upon delivery if delivered
personally to the address as provided  above,  or (c) on the third  business day
after the day on which such mail is  postmarked  if delivery is by  certified or
registered mail or (d) if sent by facsimile transmission to the facsimile number
as provided above,  upon receipt if received on a business day between the hours
of 9:00 a.m. and 6:00 p.m. in the city of the intended  recipient or on the next
business day if received  after that time, in each case with  automatic  machine
confirmation indicating the time of delivery.

     SECTION 6.02. ASSIGNMENT;  BINDING EFFECT; BENEFIT.  Neither this Agreement
nor any of the rights,  interests or obligations  hereunder shall be assigned by
any of the parties hereto (whether by operation of law or otherwise) without the
prior written  consent of the other party.  Subject to the  preceding  sentence,
this  Agreement  shall be  binding  upon and shall  inure to the  benefit of the
parties hereto and their respective successors and assigns.

     SECTION 6.03.  EXPENSES.  Each party hereby agrees to pay its own expenses,
including  legal fees and costs,  incurred in the  negotiation,  preparation  of
documents and consummation of the transaction  contemplated  hereby,  whether or
not the purchase is completed.

     SECTION  6.04.  WAIVERS.  Except as provided in this  Agreement,  no action
taken  pursuant  to  this  Agreement,   including,   without   limitation,   any
investigation  by or on behalf of any  party,  shall be deemed to  constitute  a
waiver by the party taking such action of compliance  with any  representations,
warranties,  covenants or agreements contained in this Agreement.  The waiver by
any party hereto of a breach of any provision  hereunder shall not operate or be
construed as a waiver of any prior or subsequent breach of the same or any other
provision hereunder.

     SECTION  6.05.   GOVERNING  LAW.  The  validity  of  this  Agreement,   the
construction of its terms and the  determination of the rights and duties of the
parties hereto shall be governed by and construed in accordance with the laws of
the State of Nebraska.

     SECTION 6.06. SEVERABILITY. Any term or provision of this Agreement that is
invalid or unenforceable in any jurisdiction shall, as to that jurisdiction,  be
ineffective  to the  extent  of  such  invalidity  or  unenforceability  without
rendering  invalid or  unenforceable  the remaining terms and provisions of this
Agreement or affecting  the  validity or  enforceability  of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.

     SECTION 6.07.  AMENDMENT.  This  Agreement may not be amended  except by an
instrument in writing signed on behalf of each of the parties hereto.

     SECTION  6.08.  ENFORCEMENT  OF  AGREEMENT.  The parties  hereto agree that
irreparable  damage would occur in the event that any of the  provisions of this
Agreement  was not  performed  in  accordance  with  its  specific  terms or was
otherwise breached.  It is accordingly agreed that the parties shall be entitled
to an injunction or  injunctions  to prevent  breaches of this  Agreement and to
enforce  specifically the terms and provisions  hereof in any court of competent
jurisdiction,  this  being in  addition  to any other  remedy to which  they are
entitled by contract, at law or in equity.


                                       18
<PAGE>

     SECTION 6.09.  COUNTERPARTS.  This Agreement may be executed by the parties
hereto in separate  counterparts,  each of which when so executed and  delivered
shall be an original,  but all such counterparts  shall together  constitute one
and the same  instrument.  Each  counterpart  may  consist of a number of copies
hereof each signed by less than all, but  together  signed by all of the parties
hereto.

     SECTION 6.10.  INCORPORATION OF EXHIBITS.  The Exhibits attached hereto and
referred to herein are hereby incorporated herein and made a part hereof for all
purposes as if fully set forth herein.

     SECTION  6.11.  ENTIRE  AGREEMENT.  This  Agreement,  the  Exhibits and any
documents  delivered  by the  parties  pursuant  hereto  constitute  the  entire
agreement  among the  parties  with  respect to the  subject  matter  hereof and
supersede all prior and contemporaneous  agreements and understandings among the
parties with respect thereto. No addition to or modification of any provision of
this Agreement shall be binding upon any party hereto unless made in writing and
signed by all parties hereto.

     SECTION  6.12.  NOT  CONSTRUED  AGAINST  DRAFTER.  All the  parties to this
Agreement have had an opportunity to review this Agreement,  consult an attorney
before signing this Agreement,  and have in fact consulted an attorney. As such,
any rule of interpretation  or construction  requiring that the language of this
Agreement or the Exhibits be construed  against the drafter is  inapplicable  to
this Agreement or the Exhibits.

         IN WITNESS WHEREOF, the parties have executed this Asset Purchase
Agreement and caused the same to be duly delivered on their behalf on the day
and year first written above.

                                        METRO TEL CORP. OF MINNESOTA,
                                        INC.,
                                        a Minnesota corporation, Purchaser

                                        By: /s/ Daryl E. Ingalsbe
                                            ------------------------------------
                                        Title:  President
                                              ----------------------------------

                                        INDEPENDENT TECHNOLOGIES, INC.,
                                        a Nebraska corporation

                                        By: /s/ Daryl E. Ingalsbe
                                            ------------------------------------
                                        Title:  President
                                              ----------------------------------

                                        SHEYENNE DAKOTA, INC.,
                                        a North Dakota corporation

                                        By: /s/ Daryl E. Ingalsbe
                                            ------------------------------------
                                        Title:  President
                                              ----------------------------------


                                       19

<PAGE>

                                        DRYCLEAN USA, INC.,
                                        a Delaware corporation, Seller

                                        By: /s/ Michael S. Steiner
                                            ------------------------------------
                                        Title:  President
                                              ----------------------------------


                                       20

</TEXT>
</DOCUMENT>
