BETWEEN

STOCK PURCHASE AGREEMENT

BETWEEN

RESEARCH TECHNOLOGIES CORPORATION, AS BUYER

AND

RESEARCH, INCORPORATED, AS COMPANY

DATED: SEPTEMBER 13, 2002

TABLE OF CONTENTS

PAGE
----

ARTICLE 1 PURCHASE AND SALE OF SHARES..................................1
1.1 Purchase and Sale of Shares..................................1
1.2 Transfer of Shares...........................................2
1.3 Purchase Price and Payment...................................2

ARTICLE 2 THE CLOSING..................................................2
2.1 Time and Place of the Closing................................2
2.2 Deliveries by the Company....................................2
2.3 Deliveries by the Buyer......................................3

ARTICLE 3 REPRESENTATIONS AND WARRANTIES CONCERNING THE
COMPANY......................................................3
3.1 Organization, Qualification, and Authorization...............3
3.2 Capitalization; Investments..................................4
3.3 Noncontravention.............................................4
3.4 Brokers' Fees................................................5
3.5 Title to Assets..............................................5
3.6 Financial Statements; SEC Reports............................5
3.7 Subsequent Events............................................6
3.8 Legal Compliance.............................................7
3.9 Tax Matters..................................................8
3.10 Real Property................................................9
3.11 Intellectual Property........................................9
3.12 Tangible Assets.............................................10
3.13 Contracts...................................................10
3.14 Notes and Accounts Receivable...............................11
3.15 Powers of Attorney..........................................11
3.16 Litigation..................................................11
3.17 Employees...................................................11
3.18 Employee Benefits Plans.....................................11
3.19 Guaranties and Warranties...................................14
3.20 Permits.....................................................14
3.21 Environmental Compliance....................................14
3.22 Customers...................................................15
3.23 Insurance...................................................15
3.24 Transactions with Affiliates................................15
3.25 No Undisclosed Liabilities..................................15
3.26 Interest in Similar Businesses..............................15
3.27 Indemnification.............................................16
3.28 Disclosure..................................................16

ARTICLE 4 REPRESENTATIONS AND WARRANTIES CONCERNING THE
BUYER.......................................................16
4.1 Organization, Qualification, and Authorization..............16
4.2 Authorization and Enforceability............................16
4.3 Noncontravention............................................16
4.4 Brokers' Fees...............................................16
4.5 Investment..................................................16

ARTICLE 5 AGREEMENTS..................................................17
5.1 Bankruptcy Actions..........................................17
5.2 Non-Solicitation; Maintenance of Confidentiality............18
5.3 Financing...................................................18

ARTICLE 6 COVENANTS...................................................18
6.1 General.....................................................18
6.2 Transition..................................................19
6.3 Confidentiality.............................................19
6.4 Conduct of Business.........................................19
6.5 Reasonable Efforts..........................................20
6.6 Access to Records...........................................20
6.7 Notice of Events............................................20
6.8 Agreements With Creditors/Lessors .........................20

ARTICLE 7 CONDITIONS TO OBLIGATION TO CLOSE...........................20
7.1 Conditions to Obligation of the Buyer.......................20
7.2 Conditions to Obligation of the Company.....................21
7.3 Conditions of Obligations of the Buyer and the Company......22

ARTICLE 8 TERMINATION.................................................23
8.1 Termination Rights..........................................23
8.2 Effect of Termination.......................................23

ARTICLE 9 GENERAL PROVISIONS..........................................23
9.1 DEFINITIONS.................................................23
9.2 Press Releases and Public Announcements.....................26
9.3 No Third-Party Beneficiaries................................26
9.4 Entire Agreement............................................26
9.5 Succession and Assignment...................................27
9.6 Counterparts and Facsimile Delivery.........................27
9.7 Headings....................................................27
9.8 Notices.....................................................27
9.9 Governing Law...............................................28
9.10 Amendments and Waivers......................................28
9.11 Severability................................................28
9.12 Expenses....................................................28

9.13 Construction................................................28
9.14 Submission to Jurisdiction, Consent to Service of Process...29
9.15 Schedules...................................................29

iii

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT ("Agreement") is made and entered into
effective as of this 13th day of September, 2002, by and between Research
Technologies Corporation, a Minnesota corporation (the "Buyer"), and Research,
Incorporated, a Minnesota corporation and debtor in possession under Chapter 11
Case No. 02-40309 (RJK) administered in the District of Minnesota (the
"Company"). All of the parties to this Agreement are sometimes individually
referred to as a "Party" and collectively as the "Parties".

WHEREAS, the Buyer is in the business of manufacturing, distributing
and selling inks and printers in the packaging industry; and

WHEREAS, the Company is in the business of developing, designing and
manufacturing electronic infrared heating components and integrated heating
systems (the "Business"); and

WHEREAS, the Company desires to sell, transfer and assign to the Buyer,
and the Buyer desires, all contingent upon, among other things, the entry of a
Final Order (as is hereinafter defined) confirming a plan of reorganization (the
"Plan") which incorporates this Agreement and which is acceptable to both
Parties, to purchase from the Company, 100% of the shares of the Company's
Common Stock, $0.01 par value (the "Common Stock") to be issued under the Plan,
which shares shall represent all of the issued and outstanding capital stock of
the Company at the time of such transfer, for the consideration and upon the
terms and conditions set forth in this Agreement; and

WHEREAS, the Company has filed a voluntary petition (the "Petition")
for a relief commencing case (the "Chapter 11 Case") under Chapter 11 of Title
11 of the United States Code (the "Bankruptcy Code") in the United States
Bankruptcy Court for the District of Minnesota (the "Bankruptcy Court"); and

WHEREAS, the Buyer desires to acquire the shares of Company Common
Stock and the Company desires to sell such shares to the Buyer all in the manner
and subject to the terms and conditions set forth herein pursuant to and in
accordance with applicable provisions of the Bankruptcy Code.

NOW, THEREFORE, in consideration of the premises and the mutual
covenants, conditions, representations and warranties set forth in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereto agree as
follows:

ARTICLE 1
PURCHASE AND SALE OF SHARES

1.1 PURCHASE AND SALE OF SHARES. Upon and subject to the terms and
conditions of this Agreement and subject to the approval of the Bankruptcy
Court, at the Closing (as hereinafter defined), the Company shall sell, convey,
transfer and assign to the Buyer, and the Buyer shall purchase and accept from
the Company, 1,000,000 newly issued shares of the Common Stock of the Company,
which shall constitute upon the consummation of the purchase 100% of the newly
issued and outstanding Common Stock (collectively, the "Shares") of the Company
as a

reorganized entity under the Plan, free and clear of all Liens (as such term is
defined in SECTION 9.1 below), restrictions, equities, claims, charges, voting
agreements, voting trusts, proxies and rights of any kind, nature or
description, except as are imposed by Federal and state securities laws in
connection with the sale of the Shares to the public.

1.2 TRANSFER OF SHARES. The transfer of the Shares pursuant to this
Agreement shall be accomplished pursuant to the Plan by the Company's delivery
at the Closing (as defined below) of certificates evidencing the Shares issued
in the name of the Buyer.

1.3 PURCHASE PRICE AND PAYMENT. The purchase price for the Shares (the
"Purchase Price") shall be $835,000, subject to adjustment as provided herein,
and payable as follows: (i) $100,000 payable at the Closing; (ii) $100,000
payable upon receipt by the Buyer of the $350,000 Promissory Note issued by CVD
Equipment Corporation ("CVD") to the Company relating to the sale of certain
assets (the "CVD Note"), which $100,000 payment shall be reduced by an amount
equal to 75% of the amount of any reduction in the actual cash receipts below
$350,000 under the CVD Note, and further reduced by an amount equal to 75% of
the costs and expenses incurred by the Buyer in connection with the collection
of the CVD Note or the negotiation with CVD or any third party relating to the
same, including all attorneys fees to the extent not recovered from CVD (the
payments made pursuant to SECTIONS 1.3 (I) and (II) shall be referred to
collectively as the "Initial Payments"); (iii) the lesser of $175,000 or 50% of
the total actual cash receipts received from the CVD Note; and (iv) a sum equal
to 20% of the approved claims (the "Claims") in the Chapter 11 Case pursuant to
the Plan of Reorganization by the Company, which Claims shall not exceed
$3,300,000 (and in the event such Claims do exceed $3,300,000, the percentage of
such distributions to each creditor being reduced on a pro rated basis), minus
the Initial Payments under SECTIONS 1.3(I) AND (II) above (the "Claim Fund"),
with the amount of the Claim Fund being payable in eighteen (18) equal quarterly
installments, together with interest thereon, fixed at the prime rate of
interest charged by U.S. Bank, N. A. on the Closing Date, with the first payment
commencing on the 1st day of the 7th month following the date of Closing and
continuing each quarter thereafter until fully paid.

ARTICLE 2
THE CLOSING

2.1 TIME AND PLACE OF THE CLOSING. Upon the terms and subject to the
conditions contained in this Agreement, the closing of the transactions
contemplated by this Agreement shall occur at a closing (the "Closing") to take
place at the offices of the Buyer, commencing at 9:00 a.m. local time, on the
second business day following the satisfaction or waiver of all conditions to
the obligations of the Parties to consummate the transactions contemplated
herein (other than conditions with respect to actions the respective Parties
will take at the Closing itself) or such other time and date as the Buyer and
the Company may mutually determine (the "Closing Date").

2.2 DELIVERIES BY THE COMPANY. Upon the terms and subject to the
conditions contained in this Agreement, the Company shall make, or cause to be
made, the following deliveries to the Buyer at the Closing:

(a) Stock certificates representing the Shares issued in the
name of the Buyer;

(b) Resignations of each of all of the officers and directors
of Company in form and substance acceptable to the Buyer;

(c) The Company's Certificate pursuant to SECTION 7.1(d) of
this Agreement, duly executed by the appropriate officer of the
Company;

(d) An opinion of counsel to the Company, dated the Closing
Date, and substantially in the form attached hereto as EXHIBIT 2.2(d);

(e) Such other documents, opinions and certificates as may be
required under this Agreement or reasonably requested by the Buyer; and

(f) The Final Order of the Bankruptcy Court confirming the
Plan which incorporates this Agreement where such Final Order and the
Plan have been declared by the Buyer in writing to be acceptable.

2.3 DELIVERIES BY THE BUYER. Upon the terms and subject to the
conditions contained in this Agreement, the Buyer shall make, or cause to be
made, the following deliveries to the Company at the Closing:

(a) The Buyer's Certificate pursuant to SECTION 7.2(d) of this
Agreement, duly executed by the appropriate officer of the Buyer;

(b) Such other documents, opinions and certificates as may be
required under this Agreement or reasonably requested by the Company;

(d) Documents confirming the establishment of the line of
credit described in SECTION 5.3 of this Agreement.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY

As a material inducement to the Buyer entering into this Agreement, the
Company hereby represents and warrants to the Buyer the following (except as may
be otherwise disclosed on Schedule I attached to this Agreement, and wherein if
there are no such exceptions Schedule I shall affirmatively state "None."), in
each case as of the date of this Agreement and the Closing Date, unless
otherwise specifically provided:

3.1 ORGANIZATION, QUALIFICATION, AND AUTHORIZATION. The Company is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Minnesota. The Company is duly authorized to conduct
business and is in good standing under the laws of each jurisdiction where such
qualification is required except where any failure to be so qualified would not
have a Material Adverse Effect on the Company. The Company has full corporate
power and authority and all licenses, permits, and authorizations necessary to
carry on its business as currently conducted by it and to own and use the
properties owned and used by it. The

Company has taken all corporate action which is necessary to authorize the
execution and delivery of this Agreement and the consummation by the Company of
the transactions contemplated herein. Upon the entry of the Final Order, this
Agreement will be, and such other agreements, documents and instruments executed
in connection herewith when executed and delivered will be, the legal, valid,
binding obligation of the Company enforceable in accordance with their
respective terms. The Company has delivered to the Buyer correct and complete
copies of the articles of incorporation and bylaws of the Company (as amended to
date). The minute books (containing the records of meetings of the stockholders,
the board of directors, and any committees of the board of directors) of the
Company are correct and complete in all material respects. SCHEDULE 3.1 lists
all of the officers, and directors of the Company. The Company is not in
violation of any provision of its articles of incorporation or bylaws.

3.2 CAPITALIZATION; INVESTMENTS.

(a) All of the issued and outstanding shares of capital stock
of the Company have been duly authorized, are validly issued, fully
paid, and nonassessable, were not issued in violation of any preemptive
rights, and pursuant to the terms of the Plan, will be cancelled by the
Company prior to or concurrent with the issuance of the new Shares.
Under the terms of the Plan the Company will cancel any and all issued
and theretofore outstanding options, warrants and/or debentures
convertible or exercisable into capital stock of the Company. Subject
to confirmation of the Plan, there are no outstanding or authorized
options or option plans, warrants, purchase rights, subscription
rights, conversion rights, exchange rights, or other contracts or
commitments that could require the Company to issue, sell, or otherwise
cause to become outstanding any additional shares of its capital stock.
There are no outstanding or authorized stock appreciation, phantom
stock, profit participation, or similar rights with respect to the
capital stock of the Company. There are no voting trusts, proxies, or
other agreement or understandings with respect to the voting of the
capital stock of the Company.

(b) Except as listed on SCHEDULE 3.2, the Company does not,
directly or indirectly, own any shares or have any other equity
interest or option or other contractual right to acquire the same in
any other person or entity or is a member, partner or joint venturer
with any other such person or entity.

3.3 NONCONTRAVENTION. Assuming (i) the issuance of the Final Order and
(ii) obtaining the waivers and consent set forth in SCHEDULE 3.3, neither the
execution and the delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, will (i) violate any constitution, statute,
regulation, rule, injunction, judgment, order, decree, directive or ruling of
any Government Entity to which the Company is subject, or any provision of the
articles of incorporation or bylaws of the Company; or (ii) except as set forth
on SCHEDULE 3.3, conflict with, result in a breach of, constitute a default
under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any notice under any
agreement, contract, lease, license, permit, instrument, or other arrangement to
which the Company is a party or by which it is bound or to which any of its
assets is subject (or result in the imposition of any security interest or
similar lien upon any of its assets). Except as set forth on SCHEDULE 3.3 and as
required by the Final Order, the Company is not required to give any notice to,
make any filing

with, or obtain any authorization, consent, or approval of any government,
governmental agency or party to any material contract to which the Company is a
party or by which its assets are bound, in order to consummate the transactions
contemplated by this Agreement.

3.4 BROKERS' FEES. The Company has no liability or obligation to pay
any fees or commissions to any broker, finder, or agent with respect to the
transactions contemplated by this Agreement and has not entered into any such
agreement to become so liable or obligated.

3.5 TITLE TO ASSETS. Except as disclosed in SCHEDULE 3.5, the Company
has good title to, or a valid leasehold or license interest in, the properties
and assets used by it in the conduct of the Business as currently conducted,
and/or shown on the Balance Sheet of the Company dated as of June 30, 2002 (the
"Most Recent Balance Sheet") or acquired after the date thereof, free and clear
of all Liens except the security interest of Manchester Commercial Finance LLC,
except for properties and assets disposed of in the ordinary course of business
since the date of the Most Recent Balance Sheet.

3.6 FINANCIAL STATEMENTS; SEC REPORTS.

(a) The following financial statements of the Company which
have been previously furnished to the Buyer have been prepared from and
are in accordance with the books and records of the Company and, except
as set forth on SCHEDULE 3.6, have been prepared in conformity with
GAAP applied on a consistent basis for such periods using an accrual
basis method, and fairly present in all material respects the financial
condition of the Company as of the dates stated and the results of
operations of the Company for the periods then ended in accordance with
such practices; the consolidated balance sheet of the Company as at
September 30, 2001, and the related consolidated statement of
operations and consolidated statement of cash flows for the year then
ended, and the consolidated balance sheet of the Company as at and for
the nine-month period ended June 30, 2002, and the related consolidated
statement of operations and consolidated statement of cash flows for
the nine-month period then ended (the "Financial Statements").

(b) From January 1, 1999, through the quarter ended June 30,
2001, the Company filed all reports and statements, together with any
amendment required to be made with respect thereto, that it was,
required to file with (i) the SEC, including, but not limited to, Forms
10-K, Forms 10-Q and Forms 8-K, and proxy statements, (ii) the NASD and
(iii) any other regulatory authorities (except filings which are not
material). As of their respective dates (and without giving effect to
any amendments or modifications filed after the date of this Agreement
with respect to reports and documents filed before the date of this
Agreement), each of such reports and documents, including the financial
statements, exhibits, and schedules thereto, complied in all material
respects with all of the statutes, rules, and regulations enforced or
promulgated by the authority with which they were filed and did not
contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statement made therein, in
light of the circumstances under which they were made, not misleading.
Except for normal examinations conducted by the Internal Revenue
Service and state and local taxing authorities, no federal, state or
local governmental agency, commission or other entity has initiated any
proceeding or, to the best

knowledge of the Company, investigation into the business or operations
of the Company within the past five (5) years.

3.7 SUBSEQUENT EVENTS. Except as disclosed in SCHEDULE 3.7, since June
30, 2002, there has not been any change affecting the business, operations,
financial condition, results of operations or assets of the Company that has had
a Material Adverse Effect on the Company. Without limiting the generality of the
foregoing, since that date, except as disclosed in SCHEDULE 3.7 or otherwise
permitted in this Agreement:

(a) the Company has not sold, leased, transferred, disposed,
or assigned any of its material assets, tangible or intangible, other
than for a fair consideration in the ordinary course of business;

(b) the Company has not entered into any agreement, contract,
lease, or license which is currently in effect (or series of related
agreement, contracts, leases, and licenses which are currently in
effect) outside the ordinary course of business;

(c) no party (including the Company) has accelerated,
terminated, modified, or canceled any material agreement, material
contract, material lease, or material license (or series of related
material agreements, material contracts, material leases, and material
licenses) to which the Company is a party or by which it is bound;

(d) the Company has not imposed any Liens upon any of its
assets, tangible or intangible;

(e) the Company has not made any capital expenditure (or
series of related capital expenditures) in excess of $500 outside the
ordinary course of business;

(f) the Company has not made any capital investment in, any
loan to, or any acquisition of the securities or assets of, any other
person (or series of related capital investments, loans, and
acquisitions) outside the ordinary course of business;

(g) the Company has not issued any note, bond, or other debt
security or created, incurred, assumed, or guaranteed any indebtedness
for borrowed money or capitalized lease obligation, and the Company has
not incurred any material obligation or liability, absolute, accrued,
contingent or otherwise, whether due or to become due, except in the
ordinary course of business, or incurred any liability or obligation to
the Company other than for normal compensation in accordance with past
practices;

(h) the Company has not delayed or postponed the payment of
accounts payable or other liabilities outside the ordinary course of
business or written off as uncollectible, compromised, canceled or
waived or released any claim of the Company to, any debt, note or
account receivable, except write-offs in the ordinary course of
business and consistent with the Company's past practices;

(i) there has been no change made or authorized to the
articles of incorporation or bylaws of the Company;

(j) the Company has not issued, sold, or otherwise disposed of
any of its capital stock, or granted any options, warrants, or other
rights to purchase or obtain (including upon conversion, exchange, or
exercise) any of its capital stock, purchased or redeemed any shares of
its capital stock or made any distributions to the Company with respect
to its capital stock;

(k) the Company has not experienced any material damage,
destruction, or loss (whether covered by insurance) to its property
except for ordinary wear and tear;

(l) the Company has not made any loan to, or entered into any
other transaction with, any of its directors, officers, and employees
or stockholders outside the ordinary course of business;

(m) the Company has not entered into any employment contract
or collective bargaining agreement, written or oral, or modified the
terms of any existing such contract or agreement, other than at-will
retention or termination of non-executive employees in the ordinary
course of business;

(n) the Company has not granted any increase in the base
compensation of any of, nor made any other changes in the terms of
employment of, its officers or employees outside the ordinary course of
business;

(o) the Company has not adopted, amended, modified, or
terminated any bonus, profit-sharing incentive, severance, or other
plan, contract, or commitment for the benefit of any of its directors,
officers, and employees (or taken any such action with respect to any
other benefit plan);

(p) the Company has not received any written or oral
communication terminating or threatening the termination of or
otherwise materially modifying any material business relationships or
material written agreements between the Company and any of its
customers or suppliers; and

(q) the Company has not agreed or promised to do any of the
foregoing.

3.8 COMPLIANCE WITH LAWS.

(a) The business of the Company is not being conducted in
violation of any law, ordinance or regulation of any Governmental
Entity, federal and state securities laws, laws and regulations
relating to financial statements and reports, truth-in-lending,
occupational safety, fair employment practices, fair labor standards
and laws and regulations relating to employee benefits, and any
statutes or ordinances relating to the properties occupied or used by
the Company, except for possible violations which either singly or in
the aggregate do not and, insofar as reasonably can be foreseen in the
future, will not have a Material Adverse Effect on the Company.

(b) The policies, programs and practices of the Company
relating to wages, hours of work, and other terms and conditions of
employment are in compliance in all material respects with applicable
material laws, orders, regulations, public policies and ordinances

governing employment and terms and conditions of employment. Except as
set forth on SCHEDULE 3.8(b), or as otherwise disclosed in the
Company's Petition or schedules thereto, there are no disputes, claims,
or charges, pending or, to the best of the knowledge of the Company,
threatened, against the Company alleging breach of any express or
implied employment contract or commitment, or material breach of any
applicable law, order, regulation, public policy or ordinance relating
to employment or terms and conditions of employment, and, to the best
of the knowledge of the Company, there is no basis for any valid claim
or charge with regard to such matters.

3.9 Tax Matters.

(a) The Company has filed or caused to be filed all Tax
returns that are required to be filed by or that include the Company,
and has made all such filings on a timely basis. All such Tax returns
were prepared in accordance with applicable laws and regulations.
Except as listed on SCHEDULE 3.9, all Taxes owed by or with respect to
the Company (whether shown on any Tax return) and which are or were due
and payable have been paid or adequately disclosed and fully reserved
on the Most Recent Balance Sheet.

(b) The Company 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, stockholder, or other
third party.

(c) The Company is not, and has not been, a member of an
affiliated group filing a consolidated, combined or unitary tax return,
or is a party to any tax sharing, allocation, indemnification or
similar agreement under which the Buyer or the Company could be liable
for any taxes or other claims of any person after the Closing Date.

(d) There is no action, suit, proceeding, investigation,
audit, or claim now pending or, to the knowledge of the Company,
threatened by any Governmental Entity regarding any Taxes relating to
the Company.

(e) The Company has not, as of the Closing Date, (A) entered
into an agreement or waiver or been requested to enter into any
agreement or waiver extending any statute of limitations relating to
the payment or collection of any Taxes with respect to the Company, or
(B) applied for and not yet received a ruling or determination from a
taxing authority regarding a past or prospective transaction of the
Company.

(f) The Company has not received notice that any jurisdiction
has asserted that any Tax return currently is required to be filed by
or with respect to the Company in any jurisdiction where any such Tax
return is not currently being filed.

(g) The Company has withheld amounts from its employees or
stockholders in compliance with the tax withholding provisions of
applicable federal, state and local laws, filed all federal, state and
local returns and reports for all years for which any such return or
report would be due with respect to employee income tax withholding,
social security and unemployment taxes, income and other taxes and all
payments or deposits with respect to

such taxes have been timely made and notified all employees and
stockholders of their obligations to file all forms, statements or
reports with it in accordance with applicable federal, state and local
tax laws and has taken reasonable steps to insure that such employees
and stockholders have filed all such forms, statements and reports with
it.

3.10 REAL PROPERTY. SCHEDULE 3.10 contains a complete list of all real
property in which the Company may claim an ownership or leasehold interest as of
the date of this Agreement (collectively, the "Real Property"). Except as
disclosed in SCHEDULE 3.10, the Company has not encumbered or disposed of its
ownership or leasehold interests in the Real Property since the date of the Most
Recent Balance Sheet. SCHEDULE 3.10 lists all real estate leased as of the date
of this Agreement by the Company as lessee (the "Leased Premises"). Each lease
(collectively, the "Leases") with respect to a Leased Premise (i) is legal,
valid, binding, enforceable, and in full force and effect; (ii) will continue to
be legal, valid, binding, enforceable, and in full force and effect on identical
terms upon consummation of the transactions contemplated hereby; (iii) all rents
and additional rents due to date on each Lease have been paid; (iv) in each case
the Company is in peaceable possession and no waiver, indulgence or postponement
of the Company's material obligations thereunder has been granted by the lessor;
(v) neither the Company nor, to the Company's knowledge, any other party
thereto, is in breach or default under any of the material terms thereof and no
event has occurred which with notice or lapse of time or both, would constitute
a breach or default, or permit termination, modification, or acceleration
thereunder; and the Company has delivered to the Buyer true, correct and
complete copies of each Lease (including all amendments thereto).

3.11 INTELLECTUAL PROPERTY. For purposes of this SECTION 3.11,
"Intellectual Property" shall mean all industrial and/or intellectual property
owned or used by the Company including, without limitation (i) all inventions,
whether patentable or unpatentable and whether or not reduced to practice, all
improvements thereto, and all patents, patent applications, and patent
disclosures, together with all reissuances, continuations,
continuations-in-part, revisions, extensions, and reexaminations thereof
worldwide; (ii) all trademarks, service marks, trade dress, logos, trade names,
and corporate names, together with all translations, adaptations, derivations,
and combinations thereof and including all goodwill associated therewith, and
all applications, registrations, and renewals in connection therewith worldwide;
(iii) all copyrightable works, all copyrights, and all applications,
registrations, and renewals in connection therewith; (iv) all trade secrets and
confidential business information (including ideas, research and development,
know-how, formulas, compositions, manufacturing and production processes and
techniques, technical data, designs, drawings, specifications, customer and
supplier lists, pricing and cost information, and business and marketing plans
and proposals); (v) all computer software (including data and related
documentation) and specifically including the Company's electronic data
interchange software/programs and all associated utilities; (vi) all other
proprietary rights; and (vii) all copies and tangible embodiments thereof (in
whatever form or medium). With respect to Intellectual Property:

(a) The Company owns or has the right to use pursuant to
license, sublicense, agreement, or permission all Intellectual Property
used in the conduct of the businesses of the Company as presently
conducted. Each item of Intellectual Property owned or used by the

Company immediately prior to the Closing hereunder will be owned or
available for use by it on identical terms and conditions upon the
Closing hereunder. The Company has taken all necessary action to
maintain and protect each material item of Intellectual Property that
it owns or uses.

(b) The Company has not been sued or charged in writing with
(or to the knowledge of the Company, threatened with) or been a
defendant in any claim suit, action or proceeding relating to its
business which has not been finally terminated prior to the date of
this Agreement and which involves a claim of interference,
infringement, misappropriation, or violation of Intellectual Property
rights of third parties (including any claim that the Company must
license or refrain from using any Intellectual Property rights of any
third party). To the knowledge of the Company, no third party has
interfered with, infringed upon or misappropriated any Intellectual
Property rights of the Company.

(c) SCHEDULE 3.11 identifies each material registered item of
Intellectual Property owned by the Company or which the Company has the
right to use pursuant to license, sublicense, agreement or permission.
The Company will deliver to the Buyer upon Buyer's request correct and
complete copies of all patents, registrations, applications, licenses,
agreements, and permission (as amended to date) and all other written
documentation evidencing ownership and prosecution (if applicable) of
each item of Intellectual Property identified in SCHEDULE 3.11.

(d) To the best of Company's knowledge, the operation of the
businesses of the Company as presently conducted does not interfere
with, infringe upon, misappropriate, or otherwise come into conflict
with, any Intellectual Property rights of third parties, and the
Company has received no notice of any claim to the contrary.

3.12 TANGIBLE ASSETS. The Company owns or leases all buildings,
machinery, equipment, and other tangible assets used in the conduct of its
businesses as presently conducted. Each such tangible asset has been maintained
in accordance with normal industry practice, is free from material defects, is
in good condition and repair (normal wear and tear excepted), and is suitable
for the purposes for which it presently is used. Subject to the obsolescence
reserve in the Financial Statements all inventory of the Company is in good and
merchantable condition, is not beyond its respective expiration or freshness
dates, is in normal quantities for the business of the Company, and was
purchased by the Company for resale to customers in the ordinary course of
business.

3.13 CONTRACTS. Listed on SCHEDULE 3.13 are all written (and a summary
of any oral) agreements to which the Company is a party and which is material to
the conduct of the business of the Company. With respect to each such agreement,
except as set forth in SCHEDULE 3.13, (i) the agreement is legal, valid,
binding, enforceable, and in full force and effect; (ii) the agreement will
continue to be legal, valid, binding, enforceable, and in full force and effect
on identical terms upon consummation of the transactions contemplated hereby;
(iii) neither the Company nor, to the Company's knowledge, any other party
thereto, is in breach or default under any of the material terms thereof and no
event has occurred which with notice or lapse of time would constitute a breach
or default, or permit termination, modification, or acceleration, under

any such agreement, except where any such default or breach would not have a
Material Adverse Effect on the Company; and (iv) the Company has delivered to
the Buyer true, correct and complete copies of each such agreement. Except as
set forth in the copies of such agreements delivered to the Buyer, each such
agreement is terminable pursuant to the terms thereof without cost or penalty on
notice not exceeding thirty (30) days.

3.14 NOTES AND ACCOUNTS RECEIVABLE. All notes and accounts receivable
of the Company are reflected properly on the Company's books and records,
subject to normal allowances for doubtful accounts and customer claims, arose
from bona fide transactions in the ordinary course of business, are legal, valid
and binding obligations of the debtor thereof and, to the Company's knowledge,
are subject to no additional setoffs or counterclaims in excess of the allowance
for doubtful accounts reflect in the Most Recent Balance Sheet.

3.15 POWERS OF ATTORNEY. There are no outstanding powers of attorney
executed on behalf of the Company.

3.16 LITIGATION. Except as otherwise disclosed in the Company's
Petition or schedules thereto, SCHEDULE 3.16 sets forth each instance in which
the Company (i) is subject to any outstanding injunction, judgment, order,
decree or ruling; or (ii) is a party or, to the knowledge of the Company, is
threatened to be made a party to, any action, suit, proceeding, hearing, or
investigation of, in, or before any court or quasi-judicial or administrative
agency of any federal, provincial, state, local, or foreign jurisdiction or
before any arbitrator.

3.17 EMPLOYEES.

(a) The Company is not a party to or bound by any collective
bargaining agreement, nor has the Company experienced any strikes,
grievances, claims of unfair labor practices, or other collective
bargaining disputes. To the Company's knowledge, the Company has not
committed any unfair labor practice, and there is no organizational
effort presently being made or threatened by or on behalf of any labor
union with respect to employees of the Company. No employee, past or
present, of the Company has pending or, to the Company's knowledge,
threatened to bring any claim against the Company of unjust dismissal
or a violation of the employee's civil or employment rights. To the
Company's knowledge, no executive officer, key employee or significant
group of employees plans to terminate employment with the Company
during the next twelve (12) months.

(b) The agreements as set forth in SCHEDULE 3.17 constitute
the only written employment, compensation, deferred compensation,
bonus, termination, and severance agreements which exist with respect
to the Company (collectively, the "Company Employment Agreements").

3.18 EMPLOYEE BENEFITS PLANS.

(a) IDENTIFICATION OF PLANS. SCHEDULE 3.18 hereto (the
"Employee Benefit Plan List") lists each and every compensation,
consulting, employment, employment termination or collective bargaining
agreement, and each stock option, stock purchase, stock appreciation

right, life, health, accident or other benefit insurance, bonus,
deferred or incentive compensation, severance or separation (or any
agreement providing any compensatory payment or benefit resulting from
a change in control), vacation, disability, profit sharing, retirement,
or other employment or employee benefit plan, policy or arrangement of
any kind, oral or written, covering directors, officers, employees,
former directors or former employees of the Company or any ERISA
Affiliate (as defined below) or its respective beneficiaries,
including, but not limited to, any employee benefit plans within the
meaning of Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), which the Company or any ERISA Affiliate
maintains, to which the Company or any ERISA Affiliate contributes, or
under which any present or former director, officer or employee of the
Company or any ERISA Affiliate is covered or has benefit rights and
with respect to which any liability of the Company or any ERISA
Affiliate not treated in Classes 1, 2, 3 or 4 of the Plan exists or is
reasonably likely to occur as of the Closing Date (collectively,
"Benefit Plans"). The Employee Benefit Plan List also sets forth a list
which identifies each and every provision in the Benefit Plans which
specifically reference a change of control as causing an increase or
acceleration of benefits to present or former directors, officers or
employees of the Company or any ERISA Affiliate or their respective
beneficiaries, and any other similar provisions which would cause an
increase in liability to any such person (in their capacity as a
present or former director, officer or employee of the Company or any
ERISA Affiliate or their respective beneficiaries) as a result of the
transaction contemplated by this Agreement ("Change of Control
Benefit"), together with the name of each person entitled or
potentially entitled to receive a Change in Control Benefit and the
amount thereof. The term "Benefit Plans" does not constitute an
acknowledgment that a particular arrangement is an employee benefit
plan within the meaning of Section 3(3) of ERISA. Without limitation of
the foregoing, except as separately set forth on the Employee Benefit
Plan List, (i) no Benefit Plan is a multiemployer plan within the
meaning of Section 3(37) of ERISA, (ii) no Benefit Plan is an employee
pension benefit plan (as defined in Section 3(2) of ERISA) subject to
Title IV of ERISA, and (iii) neither the Company nor any ERISA
Affiliate maintains, sponsors or has an obligation to contribute to (or
has ever maintained, sponsored or had an obligation to contribute to
within the preceding six years) any such multi-employer plan or
employee pension benefit plan subject to Title IV of ERISA or has any
liability with respect to any such multi-employer plan or employee
pension benefit plan subject to Title IV of ERISA. For the purposes of
this SECTION 3.18, the terms "Company" and "ERISA Affiliate" shall be
deemed to include predecessors thereof.

(b) STATUS OF BENEFIT PLANS. Except as provided in SCHEDULE
3.18, each of the Benefit Plans that is intended to be a pension,
profit sharing, stock bonus, thrift, savings or employee stock
ownership plan that is intended to be qualified under Section 401(a) of
the Code has been determined by the IRS to qualify under Section 401(a)
of the Code, and, to the best of the Company's and the Company's
knowledge, there exist no circumstances likely to materially adversely
affect the qualified status of any such Benefit Plan. No Benefit Plan
is currently under audit by the United States Department of Labor, the
Pension Benefit Guaranty Corporation ("PBGC") or the IRS, and neither
the Company nor any ERISA Affiliate has received either written or oral
notification by one or more of such federal regulatory agencies of
their intention to audit a Benefit Plan.

(c) PAYMENT OF CONTRIBUTIONS. All accrued contributions and
other payments to be made by the Company or any ERISA Affiliate to any
Benefit Plan through the date of the Most Recent Balance Sheet have
been made or reserves adequate for such purposes through the date of
the Most Recent Balance Sheet have been reflected therein. Neither the
Company nor any ERISA Affiliate is in material default in performing
any of its respective contractual obligations under any of the Benefit
Plans or any related trust agreement or insurance contract. There are
no outstanding material liabilities of any Benefit Plan other than
liabilities for benefits to be paid to participants in such plan and
their beneficiaries in accordance with the terms of such plan.

(d) PENDING LITIGATION. There is no pending litigation or to
the best knowledge of Company and any ERISA Affiliate, any overtly
threatened litigation or pending claim (other than benefit claims made
in the ordinary course) by or on behalf of or against any of the
Benefit Plans (or with respect to the administration of any of the
Benefit Plans) now or heretofore maintained by the Company or any ERISA
Affiliate which allege violations of applicable state or federal law
and which has a reasonable probability of being determined adversely to
the Company or any ERISA Affiliate.

(e) FIDUCIARY COMPLIANCE. The Company and each ERISA Affiliate
and all other persons having fiduciary or other responsibilities or
duties with respect to any Benefit Plan, are and have since the
inception of each such Benefit Plan been in compliance in all material
respects with, and each such Plan is and has been operated in all
material respects substantially in accordance with, its provisions and
in compliance in all respects with the applicable laws, rules and
regulations governing such Plan, including the rules and regulations
promulgated by the Department of Labor, the PBGC and the IRS under
ERISA, the Code or any other applicable law. No Benefit Plan has
engaged in or been a party to a non-exempt "prohibited transaction" (as
defined in Section 406 of the ERISA or 4975(c) of the Code). All
Benefit Plans which are group health plans have been operated in
compliance with the group health plan continuation coverage
requirements of Section 4980B of the Code and Section 601 of ERISA.

(f) ERISA COMPLIANCE. No Benefit Plan is subject to the
provisions of Part 3 of Title I of ERISA, Section 412 of the Code or
the provisions of Title IV of ERISA. Neither the Company nor any ERISA
Affiliate has incurred, nor is there a basis for believing that either
the Company or any ERISA Affiliate may incur, any material liability
under Title IV of ERISA in connection with any plan subject to the
provisions of Title IV of ERISA now or heretofore maintained or
contributed to by it or by any ERISA Affiliate (as that term is defined
in the next sentence) of the Company. The term "ERISA Affiliate" shall
mean any person which is or was a member of the same controlled group
of corporations (within the meaning of Section 414(b) of the Code) as
the Company or is or was under common control (within the meaning of
Section 414(c) of the Code) with the Company.

(g) CHANGE IN CONTROL BENEFITS. SCHEDULE 3.18 hereto or the
Company's Petition and the schedules thereto lists: (A) each executive
officer and director of the Company or any ERISA Affiliates who is
eligible to receive a Change of Control Benefit, (B) the amount of each
such Change of Control Benefit calculated as if a change of control

occurred, and such benefit payment became due, on the date hereof, (C)
each such individual's base rate of compensation in effect as of the
date of this Agreement, (D) such individual's compensation from the
Company and any ERISA Affiliate for each of the calendar years 1999
through 2001, as reported by the Company and any ERISA Affiliate on
Form W-2 or Form 1099, and (E) any other amounts, identified by type,
necessary to calculate such benefits. Neither the Company nor any ERISA
Affiliate has made any payments or provided any compensation or
benefits nor is a party to any agreement or any Benefit Plan that could
obligate it or any successor thereto to make any payments or provide
any compensation or benefits, the deductibility of which is limited by
Section 280G of the Code.

(h) TERMINATION OF BENEFIT PLANS. The Company acknowledges and
agrees that the Parties intend for the Plan to provide for the
termination of the Benefit Plans in accordance with ERISA, including
ERISA provisions regarding proper notice of termination and
distribution of Benefit Plan funds.

3.19 GUARANTIES AND WARRANTIES. Other than endorsements of negotiable
instruments in the ordinary course of business, the Company is not a guarantor
or otherwise is liable for any material liability or material obligation
(including indebtedness) of any other person. Except as otherwise required under
applicable state and federal law, the Company has not made or given any
warranties with respect to any of the products distributed by the Company,
except as listed on SCHEDULE 3.19.

3.20 PERMITS. To the best of the Company's knowledge, the Company holds
all environmental permits and other material permits, licenses or franchises of
Governmental Entities required under any Environmental Law or other law,
regulation, order or decree, in connection with the ownership and/or operation
of the business and assets of the Company, all such permits, licenses and
franchises are listed in SCHEDULE 3.20, and the Company is in compliance with
such permits, licenses and franchises in all material respects. All such
permits, licenses and franchises are in full force and effect and the Company
has not received any notification pursuant to any law relating to the business
of the Company that any currently held material permit, license or franchise
relating to the operation of the business and/or assets of the Company has been
or is about to be made subject to materially different limitations or
conditions, or has been or is about to be revoked, withdrawn or terminated.

3.21 ENVIRONMENTAL COMPLIANCE. To the best of the Company's knowledge,
the Company and its operations and properties are in compliance with all
Environmental Laws in all material respects. No government agency or third party
has submitted to the Company any notification, demand, request for information,
citation, summons, or compliant, and no order has been issued, no compliant has
been filed, no penalty has been assessed and no investigation or review is
pending or threatened, relating to any Environmental Law. Except in substantial
compliance with applicable Environmental Laws, Hazardous Substances have not
been generated, used, treated or stored on, transported to or from, disposed of
or released on any property owned or operated at any time by the Company. Except
as set forth in SCHEDULE 3.21, to the Company's knowledge, there are not now and
never have been any underground storage tanks located on any property owned or
operated by the Company.

3.22 CUSTOMERS. The Company has heretofore delivered to the Buyer a
true and correct list of all customers with whom the Company has done business
since October 1, 2000, together with the revenues generated from such customers
during the twelve (12) months ended September 30, 2001 and the nine month period
ended June 30, 2002. The relationships of the Company with each of such
customers are satisfactory commercial working relationships, and no such
customer has cancelled or otherwise terminated, or threatened in writing, or to
the Company's knowledge, threatened orally, to cancel or otherwise terminate,
its relationship with the Company.

3.23 INSURANCE. The Company has heretofore delivered to the Buyer a
true and correct list of all policies of insurance maintained by or on behalf of
the Company with respect to its business or operations and which are in effect
as of the date of this Agreement. As of the date of this Agreement, all such
policies are in full force and effect, all premiums due thereon have been paid
and the Company has complied in all material respects with the provisions
thereof. No event has occurred which is reasonably likely to give rise to a
material claim relating to the Company under such insurance policies.

3.24 TRANSACTIONS WITH AFFILIATES. SCHEDULE 3.24 lists all agreements
and other arrangements and transactions in effect and entered into between the
Company or an affiliate of the Company, on the one hand, and the Company, on the
other hand. For purposes of this Agreement, "affiliate" shall mean (i) any
person or entity which directly or indirectly through one or more
intermediaries, controls, is controlled by or is under common control with such
person or entity, (ii) any officer, director, partner, employee, or direct or
indirect beneficial owner of any 10% or greater equity or voting interest of
such person or entity, or (iii) any other person or entity for which a person
described in clause (ii) acts in such capacity.

3.25 NO UNDISCLOSED LIABILITIES. Except for (a) liabilities for future
performance pursuant to any agreement listed in SCHEDULES 3.10, 3.11 or 3.13;
(b) liabilities disclosed, reserved for or otherwise reflected in the Most
Recent Balance Sheet and the notes thereto; and (c) liabilities incurred in the
ordinary course of business by the Company after the date of the Most Recent
Balance Sheet which will not, individually or in the aggregate, have a Material
Adverse Effect, the Company has not incurred any liability (contingent or
otherwise) that would be required to be disclosed in financial statements under
GAAP, consistently applied. The Company is not indebted to the employee,
director or shareholder for any amounts other than normal compensation as
disclosed to the Buyer for not more than one partial payroll period.

3.26 INTEREST IN SIMILAR BUSINESSES. Neither Xxxx Xxxx nor Xxxxx Xxxxxx
has any financial interest in any person, firm, corporation or other entity
which is, or during the past five years was, directly or indirectly, engaged in
a business substantially similar to the Business.

3.27 INDEMNIFICATION. To the best of the knowledge of the Company, no
action or failure to take action by any director, officer or employee of the
Company has occurred which would give rise to a claim or a potential claim by
any such person for indemnification from the Company under the corporate
indemnification provisions of the Company in effect on the date of this
Agreement.

3.28 DISCLOSURE. To the best of the knowledge of the Company, no
representation or warranty by the Company contained in this Agreement or any
Schedule or Exhibit hereto, or contained in the Financial Statements, contains
any untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements made therein not misleading.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES CONCERNING THE BUYER

As a material inducement to the Company entering into this Agreement,
the Buyer hereby represents and warrants to the Company the following, in each
case as of the date of this Agreement and the Closing Date, unless otherwise
specifically provided:

4.1 ORGANIZATION, QUALIFICATION, AND AUTHORIZATION. The Buyer is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Minnesota. The Buyer has full corporate power and authority
to carry on its business as currently conducted by it and to own and use the
properties owned and used by it.

4.2 AUTHORIZATION AND ENFORCEABILITY. The Buyer has full corporate
power and authority to execute and deliver this Agreement and to perform its
obligations hereunder. The Buyer has taken all corporate action that is
necessary to authorize the execution and delivery of this Agreement and the
consummation by the Buyer of the transactions contemplated herein. Upon the
entry of the Final Order, this Agreement will be, and such other agreements,
documents and instruments executed in connection herewith when executed and
delivered will be, the legal, valid, binding obligation of the Buyer enforceable
in accordance with their respective terms. Assuming compliance with the Final
Order, the Buyer need not give any notice to, make any filing with, or obtain
any authorization, consent, or approval of any government, governmental agency
or party to any material agreement to which the Buyer is a party or by which its
assets is bound, in order to consummate the transactions contemplated by this
Agreement.

4.3 NONCONTRAVENTION. Assuming (i) the issuance of the Final Order and
(ii) obtaining the waivers and consents set forth in SCHEDULE 4.3, neither the
execution and the delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, will (i) violate any constitution, statute,
regulation, rule, injunction, judgment, order, decree, directive or ruling of
any government, governmental agency, or court to which the Buyer is subject, or
any provision of the Buyer's articles of incorporation or bylaws; or (ii)
conflict with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice under any agreement, contract, lease, license,
permit, instrument, or other arrangement to which the Buyer is a party or by
which the Buyer is bound or to which any of the assets of the Buyer is subject.

4.4 BROKERS' FEES. The Buyer has no liability or obligation to pay any
fees or commission to any broker, finder, or agent with respect to the
transactions contemplated by this Agreement for which the Company could become
liable or obligated.

4.5 INVESTMENT. The Buyer acknowledges that the Shares have not been
registered under the Securities Act or any state securities laws, and are being
offered and sold in reliance upon

federal and state exemptions for transactions not involving any public offering.
The Buyer has such knowledge and experience in financial and business matters
that the Buyer is capable of evaluating the merits and risks of the Shares in
connection with this Agreement. The Buyer is able to bear the economic risk and
lack of liquidity inherent in holding the Shares for an indefinite period. The
Buyer is acquiring the Shares for investment and not with a view toward or for
sale or distribution thereof within the meaning of the Securities Act, or with
any present intention of distributing or selling the Shares within the meaning
of the Securities Act. The Buyer acknowledges and agrees that after the Closing
the Shares may be not sold, transferred, offered for sale, pledged, hypothecated
or otherwise disposed of without registration under the Securities Act and any
applicable state securities laws, except pursuant to an exemption from such
registration available under the Securities Act or such state securities laws.

ARTICLE 5
AGREEMENTS

5.1 BANKRUPTCY ACTIONS.

(a) As promptly as practicable, but in no event later than
September ____, 2002, by 5:00 p.m., the Company shall file with the
Bankruptcy Court its proposed Plan or Reorganization ("Plan") and
Disclosure Statement ("Disclosure") designated to be subject to further
changes prior to commencement of a confirmation hearing to be held no
later than October _____, 2002.

(b) The Company shall provide the Buyer with drafts of the
proposed Plan and Disclosure which shall be acceptable to the Buyer,
prior to 5:00 p.m. on September ___, 2002. The Company shall
incorporate the Buyer's comments on the proposed Plan and Disclosure
which shall be made available to the Company prior to September ___,
2002 except to the extent that they alter this Agreement or are
otherwise inconsistent with applicable law, and shall provide the
revised proposed Plan and Disclosure to the Buyer, counsel to the
Creditors' Committee and the Bankruptcy Court. To the extent
practicable under all the circumstances, the Company shall incorporate
subsequent comments from the Buyer received prior to the time the
Bankruptcy Court concludes the hearing on confirmation of the Plan.

(c) Each of the Company and the Buyer shall use their
reasonable best efforts to cooperate, assist and consult with each
other to secure the entry of a Final Order confirming the Plan no later
than December 15, 2002 and to consummate the transactions contemplated
by this Agreement. Neither the Company nor the Buyer shall file any
pleadings or take any position in the Chapter 11 Case contrary to the
approval of the Final Order confirming the Plan and/or the consummation
of the transaction contemplated hereby unless the Company and the Buyer
approve such pleading or position. In the event that any orders of the
Bankruptcy Court relating to this Agreement or the transactions
discussed herein shall be appealed by any party (or a petition for
certiorari or motion for reconsideration, amendment, clarification,
modification, vacation, stay, rehearing or reargument shall be filed
with respect to any such order), the Company and the Buyer will
cooperate in taking such steps diligently to defend against such
appeal, petition or motion and the Company and the Buyer shall use

their reasonable best efforts to obtain an expedited resolution of any
such appeal, petition or motion.

(d) The Company shall not take any action to cause one or more
of its Affiliates that is a debtor in a Chapter 11 or Chapter 7
bankruptcy case to breach any obligation as if they were a Controlled
Affiliate hereunder.

5.2 NON-SOLICITATION; MAINTENANCE OF CONFIDENTIALITY.

(a) From the date of this Agreement to the Closing, the
Company shall not, nor shall it permit any of its officers, directors
or other representatives (which representatives are acting on the
Company's behalf), directly or indirectly to, encourage, solicit,
initiate or participate in discussions or negotiations with, or provide
any information or assistance to, any person or group (other than the
Buyer and its representatives) concerning any sale, license, joint
venture, partnership or other transfer of the Business or any part
thereof or similar transaction involving the Company. Without limiting
the foregoing, it is understood that any violation of the restrictions
set forth in the preceding sentence by any officer, director or other
representative (which representative is acting on the Company's behalf)
of the Company, whether such person is purporting to act on behalf of
the Company, or otherwise, shall be deemed to be a breach of this
SECTION 5.2(A) by the Company. In the event that the Company, or any
affiliate thereof receives a proposal relating to any such transaction,
the Company shall promptly notify the Buyer of such proposal and the
details thereof.

(b) The Company shall not (without the prior written consent
of the Buyer, which shall not be unreasonably withheld or delayed)
release any Person from, or waive any provisions of, any
confidentiality agreement entered into in connection with the bidding
process provided for in the Bidding Procedures, and shall use
reasonable best efforts to obtain the return (or receive written
confirmation of the destruction) of any confidential materials supplied
to any party in the bidding process other than the Buyer.

5.3 FINANCING. On the Closing Date, the Buyer shall be capitalized with
$100,000 in cash, and shall have established a line of credit of at least
$500,000, which shall be secured but subordinate to the Buyer's obligation to
Manchester Commercial Finance, LLC and readily available to the Buyer at
Closing. The working capital infusion will equal or exceed $600,000.

ARTICLE 6
COVENANTS

The parties agree as follows with respect to the periods indicated:

6.1 GENERAL. In case at any time after the Closing any further action
is necessary or desirable to carry out the purposes of this Agreement, each of
the Parties will take such further action (including the execution and delivery
of such further instruments and documents) as any other Party reasonably may
request, all at the sole cost and expense of the requesting Party.

6.2 TRANSITION. From and after the date of this Agreement, the Company
will not take any action that is designed or intended to have the effect of
discouraging any lessor, licensor, customer, supplier, or other business
associate of the Company from maintaining the same business relationships with
it after the Closing as it maintained with it prior to the Closing.

6.3 CONFIDENTIALITY. From and after the date of this Agreement and
subject to the requirements of Federal Bankruptcy law and procedure, the Company
will treat and hold as confidential all of the information concerning the
Company, and its business and affairs, that is not already generally available
to the public ("Confidential Information") and refrain from using any of the
Confidential Information except in connection with this Agreement.

6.4 CONDUCT OF BUSINESS. From the date hereof until the Closing, except
with the Buyer's prior written consent, the Company shall carry on its business
in the ordinary course of business consistent with past practice and to use its
reasonable commercial efforts to preserve intact its business organization and
relationships with third parties and, without limiting the generality of the
foregoing, the Company shall not:

(a) do or omit to do any act or thing which would cause any of
the representations and warranties set out in ARTICLE 3 to be untrue at
the Closing Date;

(b) make or authorize any material capital expenditures;

(c) enter into any material contract outside the ordinary
course of business or amend or terminate any material contract to which
it is a party or exercise any renewal, expansion or other options
relating thereto, other than in the ordinary course of business;

(d) dispose, or agree or commit to dispose, of any material
assets out of the ordinary course of business;

(e) make any material change in federal, state or local tax
elections, or accounting methods, principles or practices, unless
required by law or by changes in GAAP; or

(f) merge or consolidate with any person, acquire any stock or
other ownership interest in any person or the assets of any business as
an entirety, or liquidate, dissolve or otherwise reorganize or seek
protection from creditors; or

(g) adopt, amend, modify, spin-off, transfer or assume any of
the assets or liabilities of, terminate or partially terminate, any
Benefit Plan; or

(h) amend, or permit the amendment of the articles of
incorporation, by-laws or other organizational documents of the
Company,

(i) except as provided herein, make any changes in the capital
structure of the Company, or issue or sell, or purchase, or agree to
issue, sell or purchase, any capital stock or securities of the
Company, or

(j) declare or pay any dividend or other distribution out of
the Company.

During the period from the date of this Agreement to the Closing Date,
the Company shall cause the Company to confer on a regular basis with the Buyer
as to the business of the Company, and to report periodically on the general
status of ongoing operations of the Company.

6.5 REASONABLE EFFORTS. Each Party agrees to use with all due dispatch
its commercially reasonable best efforts to take, or cause to be taken, all
actions and to do, or cause to be done, all things necessary or advisable to
consummate and make effective as promptly as practicable the transactions
contemplated by this Agreement and to cooperate with the other Parties in
connection with the foregoing. Each Party further agrees not to undertake any
course of action inconsistent with the satisfaction of the conditions to Closing
set forth herein, and to do all such acts and take all such measures as may be
commercially reasonable to comply, and be in compliance, with the
representations, warranties, covenants and agreements contained in this
Agreement.

6.6 ACCESS TO RECORDS. Between the date of this Agreement and the
Closing Date, the Company shall allow the Buyer, its representatives and
potential lenders, full and complete access to the books, records and business
premises and properties of the Company and furnish to the Buyer all such
information concerning the Company and its businesses and affairs as the Buyer
may reasonably request, for purposes of conducting a due diligence
investigation; provided, however, that any such investigation shall be conducted
during normal business hours and shall not unreasonably interfere with the
operations of the Company. No such investigation shall affect any of the
representations and warranties of the Company hereunder.

6.7 NOTICE OF EVENTS. From the date of this Agreement to the Closing
Date, the Company shall promptly notify in writing the Buyer of any fact which,
if known at the date of this Agreement, would have been required to be set forth
or disclosed in or pursuant to this Agreement, or which would or could result in
the breach by the Company of any representation or warranty or a breach of any
covenant or agreement in this Agreement.

6.8 AGREEMENTS WITH CREDITORS/LESSORS. Prior to Closing, each of the
creditors/lessors of the Company identified in SCHEDULE 6.8 shall have entered
into the respective agreements set forth in Schedule 2.2(i). The Company shall
use its reasonable efforts to assist Buyer in obtaining such Agreements prior to
Closing. The Buyer may, in its sole discretion, but is under no obligation to,
waive the provisions of this SUBSECTION 6.8.

ARTICLE 7
CONDITIONS TO OBLIGATION TO CLOSE

7.1 CONDITIONS TO OBLIGATION OF THE BUYER. The obligation of the Buyer
to consummate the transactions to be performed by it in connection with the
Closing is subject to satisfaction of the following conditions:

(a) The representations and warranties set forth in ARTICLE 3
above shall be true, correct and complete in all material respects at
and as of the Closing Date (and any representation or warranty that is
qualified as to materiality in ARTICLE 3 shall be deemed to be without
such qualification for purposes of the foregoing);

(b) The Company shall have performed and complied with all of
the Company's covenants and agreements hereunder in all material
respects through the Closing;

(c) No action, suit, or proceeding shall be pending or
threatened before any court or quasi-judicial or administrative agency
of any federal, state, local, or foreign jurisdiction or before any
arbitrator wherein an unfavorable injunction, judgment, order, decree,
ruling, or charge would (i) prevent consummation of any of the
transactions contemplated by this Agreement; (ii) cause any of the
transactions contemplated by this Agreement to be rescinded following
consummation; (iii) affect adversely the right of the Buyer to own the
Shares and to control the Company following consummation of the
transactions contemplated by this Agreement; or (iv) materially and
adversely affect the right of the Company to own its assets and to
operate its businesses (and no such injunction, judgment, order,
decree, ruling, or charge shall be in effect);

(d) The Company shall have delivered to the Buyer a
Certificate signed by its President and Chief Financial Officer to the
effect that each of the conditions specified above in SECTION
7.1(a)-(c) is satisfied;

(e) The Company shall have delivered to the Buyer the
resignations of all directors and officers of the Company, all to be
effective as of the Closing;

(f) All certificates, opinions, instruments, and other
documents required to effect the transactions contemplated hereby will
be reasonably satisfactory in form and substance to counsel to the
Buyer;

(g) There shall have been delivered to the Buyer an opinion of
counsel to the Company, dated the Closing Date, in substantially the
form of EXHIBIT 2.2(d);

(h) There shall have been no material damage, dilution,
diminution, or destruction to any of the Company's assets, properties
or businesses, or any material adverse change affecting the assets,
properties, business or condition, financial or otherwise, of the
Company;

(i) The Company shall have executed and delivered such other
instruments and agreements as have been reasonably requested by the
Buyer; and

(j) The Company shall have obtained and delivered to Buyer the
Final Order of the Bankruptcy Court confirming the Plan.

The Buyer may waive any condition specified in this SECTION 7.1 if it executes a
writing so stating at or prior to the Closing.

7.2 CONDITIONS TO OBLIGATION OF THE COMPANY. The obligation of the
Company to consummate the transactions to be performed by him in connection with
the Closing is subject to satisfaction of the following conditions:

(a) The representations and warranties set forth in ARTICLE 4
above shall be true, correct and complete in all material respects at
and as of the Closing date (and any representation or warranty that is
qualified as to materiality in ARTICLE 4 shall be deemed to be without
such qualification for purposes of the foregoing);

(b) The Buyer shall have performed and complied with all of
its covenants and agreements hereunder in all material respects through
the Closing;

(c) No action, suit, or proceeding shall be pending before any
court or quasi-judicial or administrative agency of any federal, state,
local, or foreign jurisdiction or before any arbitrator wherein an
unfavorable injunction, judgment, order, decree, ruling, or charge
would (i) prevent consummation of any of the transactions contemplated
by this Agreement; or (ii) cause any of the transactions contemplated
by this Agreement to be rescinded following consummation;

(d) The Buyer shall have delivered to the Company a Buyer's
Certificate to the effect that each of the conditions specified above
in SECTION 7.2(a)-(c) is satisfied;

(e) All certificates, instruments, and other documents
required to effect the transactions contemplated hereby will be
reasonably satisfactory in form and substance to the Company; and

(f) The Buyer shall have executed and delivered such other
instruments and agreements as the Company shall have reasonably
requested.

The Company may waive any condition specified in this SECTION 7.2 if it executes
a writing so stating at or prior to the Closing.

7.3 CONDITIONS OF OBLIGATIONS OF THE BUYER AND THE COMPANY. The
respective obligations of each party to effect the transactions contemplated by
this Agreement shall be subject to the satisfaction of the following conditions:

(a) The Bankruptcy Court shall have approved and entered in
the Chapter 11 Case such Final Orders (together with any related
findings of fact or conclusions of law) as necessary to approve and
implement this Agreement, and the transactions contemplated hereby,
including the confirmation of the Plan acceptable to Buyer under the
terms and conditions of this Agreement. Such Final Orders shall not
have been vacated, stayed, amended, reversed and/or modified.

(b) No action, suit or proceeding (including any proceeding
over which the Bankruptcy Court has jurisdiction under 28 U.S.C. sec.
1334) brought by any Governmental Entity shall be pending to enjoin,
restrain or prohibit the transactions contemplated hereby, or that
would be reasonably likely to prevent or make illegal the transactions
contemplated hereby.

(c) No Governmental Entity shall have issued any order, decree
or ruling and there shall not be any statute, rule or regulation,
restraining, enjoining or prohibiting the consummation of the
transactions contemplated hereby.

(d) Completion of the financing described in SECTION 5.3 of
this Agreement.

(e) The Buyer shall have entered into employment agreements
with Xxxx Xxxx ("Xxxx") and Xxxxx Xxxxxx ("Xxxxxx") which are mutually
acceptable to the Buyer and each of Xxxx and Xxxxxx.

ARTICLE 8
TERMINATION

8.1 TERMINATION RIGHTS. This Agreement may be terminated at any time
prior to the Closing:

(a) By the mutual consent of the Company and the Buyer; or

(b) By either the Company or the Buyer by a written notice to
the other if the Closing Date has not occurred on or prior to January
15, 2003 and the failure to complete the purchase and sale of the
Shares herein provided for on or before such date did not result from
any breach of this Agreement by the party seeking to terminate this
Agreement.

8.2 EFFECT OF TERMINATION. In the event of termination of this
Agreement pursuant to SECTION 8.1, this Agreement shall terminate, and have no
further force or effect (except for this SECTION 8.2) and the transactions
contemplated hereby shall be abandoned without further action by the parties.
Except as otherwise provided herein, any such termination shall not, however,
relieve any party of any liability for breach of any representation, warranty,
agreement, covenant or obligation under this Agreement. In the event the
Agreement is terminated due to a violation by the Company of SECTION 5.2 or
because another offer for the Company was approved by the Bankruptcy Court after
the Plan was submitted to the Bankruptcy Court, then the Company shall
immediately pay to the Buyer, as liquidated damages, the amount of $50,000.00,
subject to approval by the Bankruptcy Court.

ARTICLE 9
GENERAL PROVISIONS

9.1 DEFINITIONS. As used herein, the terms below shall have the
following meanings:

"Affiliate" of a Person means any other Person that, directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, the first mentioned Person.

"Audited Financial Statements" has the meaning set forth in SECTION 3.6
hereof.

"Bankruptcy Code" has the meaning set forth in the introduction hereof.

"Bankruptcy Court" has the meaning set forth in the introduction
hereof.

"Benefit Plans" has the meaning set forth in SECTION 3.18(a).

"Business" has the meaning set forth in the introduction hereof.

"Change of Control Benefit" has the meaning set forth in SECTION
3.18(b).

"Chapter 11 Case" has the meaning set forth in the introduction hereof.

"Claims" has the meaning set forth in SECTION 1.3(a).

"Claim Fund" has the meaning set forth in SECTION 1.3(a).

"Closing" has the meaning set forth in SECTION 2.1.

"Closing Date" has the meaning set forth in SECTION 2.1.

"Code" means the Internal Revenue Code of 1986, as amended.

"Company Benefit Plans" has the meaning set forth in SECTION 2.1(j).

"Company Employees" means employees of the Company.

"Company Employment Agreements" has the meaning set forth in SECTION
3.17(b).

"Controlled Affiliate" shall mean, with respect to any Enron Party, any
Person that, directly or indirectly, through one or more intermediaries, is
controlled by such Enron Party; provided that if any such Person shall have
filed a voluntary petition for relief commencing a case under Chapter 7 or 11 of
the Bankruptcy Code or shall be the subject of such a case, involuntarily, then
such Person shall be deemed not to be a Controlled Affiliate solely with respect
to actions taken or failed to be taken by such person after such filing or such
person becoming subject to such case.

"Creditors' Committee" means the official committee of unsecured
creditors appointed in the Chapter 11 Case.

"Eligible Employees" has the meaning set forth in SECTION 3.8(a).

"Employee Benefit Plan List" has the meaning set forth in SECTION
3.18(a).

"Environmental Laws" means all laws (civil or common), ordinances,
rules, regulations, guidelines, and orders currently in effect that: (i)
regulate air, water, soil, and solid waste management, including the generation,
release, containment, storage, handling, transportation, disposition, or
management of any Hazardous Substance; (ii) regulate or prescribe requirements
for air, water, or soil quality; (iii) are intended to protect public health or
the environment; or (iv) establish liability for the investigation, removal, or
cleanup of, or damage caused by, any Hazardous Substance.

"ERISA" has the meaning set forth in SECTION 3.18(a).

"ERISA Affiliate" has the meaning set forth in SECTION 3.18(f).

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Final Order" or "Final Order of the Bankruptcy Court" means an order
entered by the Bankruptcy Court, in form and substance acceptable to the Company
and the Buyer, approving the entry by the Company and the Buyer into the
transactions contemplated by this Agreement, including the Plan with respect to
which more than 10 days has passed since the date of said order having been
entered and with respect to which no appeal has been taken or stay of effect
granted, or where an appeal has been granted said appeal has been concluded with
such order being affirmed, or where a stay of effect has been granted such stay
has expired or been lifted, terminated or annulled, and such order is no longer
subject to further appeal or stay.

"Financial Statements" has the meaning set forth in SECTION 3.6.

"Governmental Entity" means any federal, state, provincial, local,
county or municipal government, governmental, judicial, regulatory or
administrative agency, commission, board, bureau or other authority or
instrumentality, domestic or foreign.

"Hazardous Substances" has the meaning set forth in Section 9601 of the
Comprehensive Environmental Response Compensation and Liability Act of 1980, 42
U.S.C.A., ss.9601 et seq., and also includes any substance now regulated by or
subject to any Environmental Laws (as defined below) and any other pollutant,
contaminant, or waste, including, without limitation, petroleum, asbestos,
fiberglass, radon, and polychlorinated biphenyls.

"Intellectual Property" has the meaning set forth in SECTION 3.11.

"IRS" means the Internal Revenue Service.

"Leased Premises" has the meaning set forth in SECTION 3.10.

"Leases" has the meaning set forth in SECTION 3.10.

"Lien" means any lien, pledge, charge, option, restriction on transfer,
claim, mortgage, deed to secure debt, deed of trust, conditional sale or other
title retention agreement, or other security interest, security title or
encumbrance of any kind; provided that neither (i) a financing statement filed
by the lessor of equipment to evidence its leasehold interest in such equipment
nor (ii) restrictions imposed as a result of the filings of the Petitions, shall
constitute a Lien.

"Material Adverse Effect" means a material adverse effect on the
ability of the Company to operate the Business in a manner consistent with the
operation of the Business as of the filing of the Petition in 2002 and, in
particular, means any material unfavorable change in revenues, operating
margins, EBITA (computed on a normalized basis), current ratios, net collectable
accounts receivable, equipment condition, customer base, material customer
contract terms, or the Company's work force and labor rates. In addition, a
Material Adverse Effect will be deemed to have occurred

to the Company, if the total of cash on hand and accounts receivable are less
than the amount of post-petition accounts payable as of the Closing Date.

"Most Recent Balance Sheet" has the meaning set forth in SECTION 3.6.

"Person" or "person" means any individual, corporation, partnership,
association, limited liability company, trust, joint venture, unincorporated
organization, or other entity or group (as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended).

"Petition" has the meaning set forth in the introduction hereof.

"Plan" means the plan of reorganization deemed acceptable to the Buyer
and the Company in writing and confirmed by a Final Order of the Bankruptcy
Court.

"Purchase Price" has the meaning set forth in SECTION 1.3.

"Real Property" has the meaning set forth in SECTION 3.10.

"Restricted Term" has the meaning set forth in SECTION 6.8.

"Sale Hearing" means the hearing scheduled and held by the Bankruptcy
Court on the approval of this Agreement and the transactions contemplated
hereby.
"Securities Act" means the Securities Act of 1933, as amended.

"Shares" has the meaning set forth in SECTION 1.1.

"Tax" means any and all federal, state, local, foreign and other taxes,
levies, fees, imposts, duties, governmental fees and charges of whatever kind
(including any interest, penalties or additions to the tax imposed in connection
therewith or with respect thereto), whether or not imposed on Enron, including,
without limitation, taxes imposed on, or measured by, income, franchise,
profits, gross income or gross receipts, and also ad valorem, value added,
sales, use, service, real or personal property, capital stock, stock transfer,
license, payroll, withholding, employment, social security, workers'
compensation, unemployment compensation, utility, severance, production, excise,
stamp, occupation, premium, windfall profits, environmental, transfer and gains
taxes and customs duties.

"2002 Financial Statements" has the meaning set forth in SECTION 3.6.

9.2 PRESS RELEASES AND PUBLIC ANNOUNCEMENTS. Neither any Company or the
Buyer shall issue any press release or make any public announcement relating to
the subject matter of this Agreement prior to the Closing without the prior
written approval of the Buyer and the Company, which consent will not be
unreasonably withheld, except to the extent required by law.

9.3 NO THIRD-PARTY BENEFICIARIES. This Agreement shall not confer any
rights or remedies upon any person or entity other than the Parties and their
respective heirs, legal representatives, successors and permitted assigns.

9.4 ENTIRE AGREEMENT. This Agreement (including the Schedules and
Exhibits referred to herein) constitutes the entire agreement among the Parties
with respect to matters coming within the scope of the provisions of this
Agreement and supersedes any prior understandings, agreements, or
representations by or among the Parties, written or oral, to the extent they
related in any way to the subject matter hereof.

9.5 SUCCESSION AND ASSIGNMENT. This Agreement shall be binding upon and
inure to the benefit of the Parties named herein and their respective heirs,
legal representatives, successors and permitted assigns. No Party may assign
either this Agreement or any of its rights, interests, or obligations hereunder
without the prior written approval of the Buyer and the Company.

9.6 COUNTERPARTS AND FACSIMILE DELIVERY. This Agreement may be executed
in one or more counterparts, and by different Parties on different counterparts,
each of which shall be deemed an original but all of which together will
constitute one and the same instrument. This Agreement shall be effective once
one or more counterparts hereof has been executed by each Party hereto, whether
or not all such signatures are on the same counterpart. Either Party may deliver
an executed counterpart of this Agreement by facsimile transmission, provided
the original executed counterpart is thereafter promptly delivered to the other
Party.

9.7 HEADINGS. The section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

9.8 NOTICES. All notices, requests, demands, claims and other
communications hereunder shall be in writing. Any notice, request, demand,
claim, or other communication hereunder shall be deemed duly given if (and then
two business days after) it is sent by registered or certified mail, return
receipt requested, postage prepaid, and addressed to the intended recipient as
set forth below:

If to the Company: Research, Incorporated
0000 Xxxxx Xxx Xxxx
Xxxx Xxxxxxx, XX 00000
Attn: Xx. Xxxx Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

If to the Buyer: Research Technologies Corporation
0000 Xxxxxxx Xxxx
Xxxxxx Xxxx Xxxx, XX 00000
Attn: Xx. Xxxxxxx X. Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

With a copy to: Xxxxx X. Xxxxxx, Esq.
Xxxxxxx & Xxxxxxxxxx
000 Xxxxx Xxxxx Xxxxxx

0000 Xxxxx Xxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Telephone: (000-000-0000)
Facsimile: (612-334-8888)

Any Party may send any notice, request, demand, claim, or other
communication hereunder to the intended recipient at the address set forth above
using any other means, (including personal delivery, expedited courier,
messenger service, telecopy, telex, ordinary mail, or electronic mail), but no
such notice, request, demand, claim, or other communication shall be deemed to
have been duly given unless and until it actually is received by the intended
recipient. Any Party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by giving the
other parties notice in the manner herein set forth.

9.9 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Minnesota without giving
effect to any choice or conflict of law provision or rule (whether of the State
of Minnesota or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of Minnesota.

9.10 AMENDMENTS AND WAIVERS. No amendment of any provision of this
Agreement shall be valid unless the same shall be in writing and signed by the
Buyer and the Company. No waiver by any Party of any default, misrepresentation,
or breach of warranty or covenant hereunder, whether intentional or not, shall
be deemed to extend to any prior or subsequent default, misrepresentation, or
breach of warranty or covenant hereunder or affect in any way any rights arising
by virtue of any prior or subsequent such occurrence.

9.11 SEVERABILITY. Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability for the offending term or provision in any other
situation or in any other jurisdiction.

9.12 EXPENSES. Subject to SECTION 8.2 hereof, Buyer, on the one hand,
and the Company, on the other hand, will bear their own costs and expenses
(including legal fees and expenses and filing or processing fees imposes by
governmental authorities) incurred in connection with this Agreement and the
transactions contemplated hereby.

9.13 CONSTRUCTION. The Parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise favoring or disfavoring any Party by virtue of the authorship of any of
the provisions of this Agreement. Any reference to any federal, state, local, or
foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise. The
word "including" shall mean including without limitation. The Parties intend
that each representation, warranty, and covenant contained herein, shall have
independent significance, and that all statements contained herein and in the
Schedules and Exhibits hereto shall be deemed to be representations and
warranties hereunder. If any Party has

breached any representation, warranty, or covenant contained herein in any
respect, the fact that there exists another representation, warranty, or
covenant relating to the same subject matter (regardless of the relative levels
of specificity) which the Party has not breached shall not detract from or
mitigate the fact that the party is in breach of the first representation,
warranty, or covenant.

9.14 SUBMISSION TO JURISDICTION, CONSENT TO SERVICE OF PROCESS. With
respect to any claim arising out of, or related to the transactions contemplated
by, this Agreement:

(a) Each party irrevocably submits to the exclusive
jurisdiction of the United States Bankruptcy Court located in the City
of Minneapolis (provided that if, by law, such Bankruptcy Court does
not have jurisdiction in respect of any particular matter or
proceedings, each party irrevocably submits to the exclusive
jurisdiction of the courts of the State of Minnesota solely in respect
of such matter or proceeding) and accepts, generally and
unconditionally, the exclusive jurisdiction of any such court and any
related appellate court and irrevocably agrees to be bound by any
judgment rendered thereby in connection with this Agreement subject, in
each case, to all rights to appeal such decisions to the extent
available to the parties; and

(b) Each party irrevocably waives:

(i) any objection which it may have at any time to
the laying of venue of any suit, action or proceeding arising
out of, or relating to the transactions contemplated by, this
Agreement in any such court;

(ii) any claim that any such suit, action or
proceeding brought in any such court has been brought in an
inconvenient forum; and

(iii) the right to object, with respect to such suit,
action or proceeding brought in any such court, that such
court does not have jurisdiction over such party.

9.15 SCHEDULES. The Schedules and Exhibits identified in this Agreement
are incorporated herein by reference and made a part hereof.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the date first above written.

RESEARCH, INCORPORATED RESEARCH TECHNOLOGIES
CORPORATION

By: By:
---------------------------------- ----------------------------------
Xxxx Xxxx, President and Chief Xxxxxxx X. Xxxxxxxx, President
Financial Officer

Schedule 3.1
------------

Seller's Officers and Directors
-------------------------------

Xxxx X. Xxxx President & CFO
Xxxxx X. Xxxxxx Vice President
Xxxxxx X. Xxxxxxx Chairman of the Board of Directors
Xxxx X. Xxxxxxx Xx. Director

Schedule 3.2
------------

Seller's Equity Interests/Options in other persons or entities
--------------------------------------------------------------

Research International Latin America, S. de X. X. de C. V.

Schedule 3.3
------------

Seller's Agreements Requiring Waiver or Consent
-----------------------------------------------

First Industrial, L.P. - Facility lease - Requires written consent

Manchester Commercial Finance LLC - Credit line - Requires written consent.

Schedule 3.5
------------

Exceptions to good title, valid leaseholds or licenses to property and assets
-----------------------------------------------------------------------------

None.

Schedule 3.6
------------

Exceptions to GAAP in Financial Statements
------------------------------------------

None.

Schedule 3.7
------------

Exceptions to Seller's representations of Material Adverse Effects
------------------------------------------------------------------

Research Inc. provided to Buyer a revised forecast on August 9, 2002 reflecting
a reduction in revenue of $450,000 for the July, August and September 2002
period. Also reflected in this forecast was a reduction in revenue of $308,000
for Fiscal 2003 and $287,000 for Fiscal 2004.

The reduction in Earnings before Income Taxes for Fiscal 2002, 2003 and 2004 was
$128,000, $96,000 and $93,000 respectively.

Schedule 3.8(b)
---------------

Exceptions to Seller's representations of disputes,
---------------------------------------------------
claims relating to employment agreements
----------------------------------------

Reference the Company's Petition and schedules filed with the United States
Bankruptcy Court for the District of Minnesota.

Schedule 3.9
------------

Exceptions to Seller's tax representations
------------------------------------------

Mexican Institute of Social Security in Guadalajara Mexico for $ 597.46
the payment of Payroll taxes.

Fiscal Service Administration in Guadalajara Mexico for the $10,762.00
payment of payroll Taxes.

Minnesota Department of Revenue for payment of taxes due under $ 1,650.32
the tax return Filed for the year ended September 30, 2001.

Schedule 3.10
-------------

List of real property owned or leased
-------------------------------------

Owned real Property:
--------------------

None.

Leased real property:
---------------------

Research Inc. office and manufacturing facility located at "7128 Xxxxx Xxx Xx.,
Xxxx Xxxxxxx, XX 00000". - leased from First Industrial, L.P. under a Lease
Agreement dated 2/6/02.

Schedule 3.11
-------------

List of Seller's registered items of intellectual property and licenses
-----------------------------------------------------------------------
RESEARCH, INCORPORATED
PENDING AND GRANTED U.S. PATENTS

------------ --------------- ----------------- ------------------------- -------------------------------------------------
K&L FILE PATENT NO. DATE OF ISSUE INVENTOR'S NAME(S) TITLE
R04
------------ --------------- ----------------- ------------------------- -------------------------------------------------

4,665,627 05/19/87 Xxxxxxx X. Xxxxx DRY FILM CURING MACHINE WITH ULTRAVIOLET LAMP
Xxxxx X. Xxxxxxxxxx CONTROLS
------------ --------------- ----------------- ------------------------- -------------------------------------------------

12-0034 4,780,040 10/25/88 Xxxx X. Xxxxxxxx CONVEYOR GUIDE ARRANGEMENT
------------ --------------- ----------------- ------------------------- -------------------------------------------------

4,965,670 10/23/90 Xxxx X. Xxxxxxxxxxx ADJUSTABLE OVERLAY DISPLAY CONTROLLER
------------ --------------- ----------------- ------------------------- -------------------------------------------------

5,049,725 09/17/91 Xxxxxx X. Xxxxxxxx HINGEABLE RADIANT HEATING STRUCTURE
------------ --------------- ----------------- ------------------------- -------------------------------------------------

5,060,289 10/22/91 Xxxxxx X. Xxxxxxxx PORTABLE TUBE SHRINKING TOOL
------------ --------------- ----------------- ------------------------- -------------------------------------------------

5,440,101 08/08/95 Xxxxxx X. Xxx CONTINUOUS OVEN WITH A PLURALITY OF HEATING
Xxxx X. Xxxxxx ZONES. SOLD TO CVD EQUIPMENT CORPORATION PER
Xxxxx X. Xxxx ASSET PURCHASE AGREEMENT DATED 11/9/01
Xxxxxxx X. Xxxxxxxx
------------ --------------- ----------------- ------------------------- -------------------------------------------------

12-0042 5,634,402 06/03/97 Xxxx X. Xxxx COATING HEATER SYSTEM
Xxxxx X. Xxxxxx
------------ --------------- ----------------- ------------------------- -------------------------------------------------

12-0043 5,713,138 02/03/98 Xxxx X. Xxxx COATING DRYER SYSTEM
------------ --------------- ----------------- ------------------------- -------------------------------------------------

12-0044 5,901,462 05/11/99 Xxxx X. Xxxx COATING DRYER SYSTEM
(C-I-P)
------------ --------------- ----------------- ------------------------- -------------------------------------------------

12-0045 5,953,833 09/21/99 Xxxx X. Xxxx COATING DRYER SYSTEM
(Divisional)
------------ --------------- ----------------- ------------------------- -------------------------------------------------

12-0046 5,573,174 11/12/96 Xxxxxx Xxxxx AUTOMATIC REFLOW SOLDERING SYSTEM
------------ --------------- ----------------- ------------------------- -------------------------------------------------

12-0047 6,256,903 07/10/01 Xxxx X. Xxxx COATING DRYER SYSTEM
(Divisional)
------------ --------------- ----------------- ------------------------- -------------------------------------------------

12-0048 Pending App. Filed Xxxx X. Xxxx COATING DRYER HEATING SYSTEM AND METHOD
09/697,439 10/26/00 Xxxxxxxxxxx Xxxxxx
(allowing to Xxxxx Xxxxxxxx
abandon) Xxxxxxxxxxx Xxxxxx
Xxxxxxx Xxxxxxx
Inactive
------------ --------------- ----------------- ------------------------- -------------------------------------------------

12-0049 Provisional Filed Xxxx X. Xxxxxxxx COMPARTMENTALIZED OVEN
Pending App. 02/02/01 Xxxxxxx X. Xxxxxxx SOLD TO CVD EQUIPMENT CORPORATION PER ASSET
60/265,992 Xxxxxx X. Xxxxxxx PURCHASE AGREEMENT DATED 11/9/01
Xxxx X. Xxxxx
Xxxx X. Xxxxxx
Inactive Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxx
------------ --------------- ----------------- ------------------------- -------------------------------------------------

12-0050 Provisional Filed Xxxx X. Xxxx SUBSTRATE SAFETY COOLING SYSTEM
Pending App. 04/10/01 Xxxxx X. Xxxxxxxx
60/285,682

Inactive
------------ --------------- ----------------- ------------------------- -------------------------------------------------

12-0051 Pending App. Filed Xxxx X. Xxxx COATING DRYER SYSTEM
(Divisional) 09/862,162 05/21/01

Inactive
------------ --------------- ----------------- ------------------------- -------------------------------------------------

RESEARCH, INCORPORATED
PENDING FOREIGN PATENT APPLICATIONS

--------------------------- --------------- --------------------------- -------------------------------------------
K&L FILE NUMBER - R04 COUNTRY TITLE APPLICATION NO.
--------------------------- --------------- --------------------------- -------------------------------------------

00-0000 Xxxxx Coating Dryer System 9-228613

Request for Examination and Examination
Fee due 08/24/04
--------------------------- --------------- --------------------------- -------------------------------------------

13-0010 PCT Coating Dryer System and PCT/US00/29481
Method
Inactive
--------------------------- --------------- --------------------------- -------------------------------------------

Schedule 3.13
-------------

Sellers' written and oral agreements material to the conduct of its business
----------------------------------------------------------------------------

Industrial Building Lease Agreement between Research Inc. and First Industrial,
L.P. dated February 6, 2002

Financing Agreement between Research Inc. and Manchester Commercial Finance LLC
dated February 14, 2002

Asset Purchase Agreement between Research Inc. and CVD Equipment Corporation
dated November 9, 2001

Distributor/Reseller Agreement between Research Inc. and Scitex Digital
Printing, Inc. dated October 6, 1998

License Agreement between Research Inc. and Miyakoshi Printing Machinery Company
Ltd. dated September 7, 2000

Sales and Technical Representation Agreements between Research Inc. and it's
Independent Sales Representatives listed in Book #4 provided in the due
diligence documentation

Schedule 3.16
-------------

Litigation involving Seller
---------------------------

None.

Schedule 3.17
-------------

Seller's written employment, compensation, bonus, etc. agreements
-----------------------------------------------------------------

Management Retention Plan for Xxxx X. Xxxx (President & CFO) and Xxxxx X. Xxxxxx
(Vice President).

2002 Sales Incentive Program - Xxxxx Xxxxx and Xxxxx Xxxxx.

Schedule 3.18
-------------

Seller's Employee Benefit programs
----------------------------------

EMPLOYEE RELATIONS MANUAL _ Copy Provided in Book #2 of Due Diligence

TABLE OF CONTENTS
-----------------
4.1 EMPLOYMENT
4.1.1 Contract Workers . . . . . . . . . 3
4.1.2 Employment Process - Job Openings . . . . . . 6
4.1.3 Job Postings . . . . . . . . . 8
4.1.4 Temporary Overload Assistance . . . . . . .10
4.1.5 Promotions/Transfers . . . . . . . .12
4.1.6 Referral Fee . . . . . . . . .14
4.1.7 RI Temps . . . . . . . . .15
4.2 COMPENSATION
4.2.1 Exempt Pay Plans, Planning and
Performance Appraisal . . . . . . . . .16
4.2.2 Nonexempt Pay Plan & Performance Appraisal . . . .19
4.2.3 Plant Pay Plan & Performance Appraisal . . . . .21
4.2.4 Extended Travel Compensation . . . . . . .23
4.2.5 Job Evaluation System . . . . . . . . .25
4.2.6 Garnishments, Levies, Etc.. . . . . . . .27
4.2.7 Overtime Pay . . . . . . . . .28
4.3 BENEFITS
4.3.1 Employee Assistance Program (EAP) . . . . . .30
4.3.2 Flex Time . . . . . . . . .31
4.3.3 Funeral Leave . . . . . . . . .33
4.3.4 Holidays . . . . . . . . .34
4.3.5 Insurance . . . . . . . . .36
4.3.6 Jury/Witness Leave . . . . . . . . .38
4.3.7 Leave of Absence - .
Personal, Disability, Educational . . . . . .40
4.3.8 Legislative Leave of Absence . . . . . .43
4.3.9 Military Leave . . . . . . . . .45
4.3.10 Family Leave . . . . . . . . .47
4.3.11 Savings and Retirement Plans . . . . . . .49
4.3.12 Service Awards . . . . . . . . .51
4.3.13 Disability Insurance . . . . . . . . .52
4.3.14 Vacation . . . . . . . . .54
4.3.15 Workers' Compensation . . . . . . . . .57
4.4 EMPLOYEE DEVELOPMENT
4.4.1 Xxxxx Bag Lunch Program. . . . . . . . .59
4.4.2 Seminars . . . . . . . . .60
4.4.3 Tuition Reimbursement . . . . . . . . .61
4.5 EMPLOYEE RELATIONS/MISCELLANEOUS
4.5.1 Break Periods . . . . . . . . .62
4.5.2 Bulletin Board Posting . . . . . . . .63
4.5.3 Emergency Plant Closing . . . . . . . .64
4.5.4 Equal Employment Opportunity . . . . . . .65
4.5.5 Flowers . . . . . . . . .67
4.5.6 Health and Safety . . . . . . . . .68
4.5.7 Outside Employment . . . . . . . . .70
4.5.8 Retirement . . . . . . . . .71
4.5.9 Rideshare . . . . . . . . .72
4.5.10 Sexual Harassment . . . . . . . . .73
4.5.11 Smoking . . . . . . . . .76
4.5.12 Solicitation/Contributions. . . . . . . .77
4.5.13 Terminations . . . . . . . . .78
4.5.14 Work-Related Problems . . . . . . . . .81
4.5.15 Personal Computer Software. . . . . . . .82
4.5.16 Internet and Email. . . . . . . . . .83

Reference Schedule 3.17 - Seller's written employment, compensation, bonus
agreements

Employee Stock Purchase Plan approved by the Board of Directors on May 1, 1997 -
no activity in the plan since the summer of 2001.

1991 Stock Option Plan with options issued and outstanding to Xxxxxx Xxxxxxx,
Xxxx Xxxx, Xxxxx Xxxxxx and Xxx Xxxxx all with a strike price ranging from $1.95
to $6.25.

Schedule 3.19
-------------

Seller's product warranties
---------------------------

Asset Purchase Agreement between Research Inc. and CVD Equipment Corporation
dated November 9, 2001.

RESEARCH INCORPORATED
LIMITED WARRANTY

WARRANTY: Research Incorporated (hereinafter referred to as "Research") warrants
to the original purchaser these products to be free from defects in material and
workmanship under normal conditions of use and service for a period of one (1)
year from date of shipment. Research will, at its option, repair, replace or
refund the purchase price of any products that prove defective within the
warranty period, if such products are returned to Research in accordance with
the warranty claim procedures set forth below. REPAIR OR REPLACEMENT OF THESE
PRODUCTS, OR REFUND OF THE PURCHASE PRICE AS PROVIDED UNDER THIS WARRANTY, IS
THE BUYER'S EXCLUSIVE REMEDY. This exclusive remedy will not be deemed to have
failed of its essential purpose so long as Research is willing and able to
repair or replace any defective product, or refund the purchase price, in the
prescribed manner. In the event Research fails to provide the Buyer with free
repair or replacement, or refund the purchase price as aforesaid, Research's
entire liability shall not exceed the amount paid by the Buyer to Research for
its purchase of the defective product. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF
ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED
BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

LIMITATIONS: Products which are purchased from other equipment manufacturers and
sold by Research as part of a system or on a resale basis will bear only the
original manufacturer's warranty. The above warranty shall not apply to fuses,
lamps or other items which are expendable by nature, unless otherwise provided.

IN NO EVENT SHALL RESEARCH BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGE TO OR LOSS
OF PROPERTY OR EQUIPMENT, LOST REVENUES OR PROFITS, OR HARM TO GOODWILL OR
BUSINESS REPUTATION DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, OR
USE OF THE PRODUCT, OR FROM ANY OTHER CAUSE RELATING THERETO. Research shall not
be liable to the Buyer for any claims, demands, injuries, damages, actions or
causes of action whatsoever based on negligence or strict liability. Research
shall have no liability of any kind under this Limited Warranty unless the Buyer
commences an action against Research within one (1) year of the date the cause
of action accrues.

Unless otherwise agreed in writing by an authorized representative of Research
at Research's headquarters in Minneapolis, Minnesota, the products sold
hereunder are not intended for use in connection with any nuclear facility or
activity. If so used, in the event any damage, injury or contamination occurs,
Research disclaims any responsibility of every kind, and the user of the
products shall indemnify Research and hold Research harmless from any and all
liability for any such damage or contamination whatsoever arising out of any
such use, including liability in tort or strict liability.

WARRANTY CLAIM PROCEDURE: In the event the products purchased hereunder prove
defective, the Buyer shall notify Research's Service Department in writing at
its offices in Minneapolis, Minnesota of the claimed defect, and such notice
shall include the model and serial number of each such product, as well as the
number and date of invoice therefor. Upon receipt of this information, Research
will send notification to the Buyer as to the service arrangements and will
provide written authorization and shipping instructions, and the Buyer shall
return the products to Research, transportation prepaid, in accordance with such
shipping instructions. If, after inspection, Research determines the defect is a
result of misuse, mishandling, installation, abnormal conditions of operation,
unauthorized repair or modification, or due to the Buyer's failure to install,
maintain or operate the products in compliance with the written instructions,
all necessary materials, labor and other expenses shall be for the account of
the Buyer at Research's standard repair rates. Any products returned to Research
for replacement shall become the property of Research.

The Buyer shall be responsible for all costs of shipping, customs clearance and
other related charges in connection with Research's repair or replacement of
products located outside the continental United States pursuant to this Limited
Warranty.

The validity, performance and interpretation of this Limited Warranty shall be
governed by the internal laws (and not the laws of conflicts) of the State of
Minnesota. All disputes arising in connection with this Limited Warranty shall
be resolved, if not sooner settled, by a court of competent jurisdiction located
in Hennepin County, Minnesota, U.S.A.

2/98 RI-9004

Schedule 3.20
-------------

Seller's environmental permits, licenses or franchises
------------------------------------------------------

The Company is in compliance with its Hazardous Waste Generator License.

Schedule 3.21
-------------

Seller's exceptions to representation on underground storage tanks
------------------------------------------------------------------

In 1991, four 10,000-gallon underground storage tanks used for #2 fuel oil were
removed from the property at 0000 Xxxxxx Xxxxx Xxxxx, Xxxx Xxxxxxx, Xxxxxxxxx.
The property was sold in a sales and leaseback transaction on September 23,
1999. The Company's office and manufacturing operations were located on this
property until its move in March of 2002 to it's current location at 0000 Xxxxx
Xxx Xxxx, Xxxx Xxxxxxx, Xxxxxxxxx. The Minnesota Pollution Control Agency
inspected, and approved the removal project and does not intend to require any
more investigation or cleanup.

Schedule 3.24
-------------

Seller's related party agreements and transactions
--------------------------------------------------

None.

Schedule 4.3
------------

Exceptions to Buyer's non-contravention representations
-------------------------------------------------------

None.

Schedule 6.8
------------

Agreements with Creditors / Lessors
-----------------------------------

First Industrial, L.P. Facility lease agreement dated
South Xxxxxx Drive, Suite 4000 February 6, 2002
Xxxxxxx, Xxxxxxxx 00000

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