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Agreement for Purchase and Sale of Assets - Boulder Potato Co. Inc. and Poore Brothers Inc.

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                    AGREEMENT FOR PURCHASE AND SALE OF ASSETS


                                       OF


                          BOULDER POTATO COMPANY, INC.


                                      AMONG



                       FRANK P. MAGGIO AND PAMELA S. FOX,
                       MARK C. MAGGIO AND JOHN F. MAGGIO,
                         COLLECTIVELY, AS SHAREHOLDERS;

                                       AND

                          BOULDER POTATO COMPANY, INC.,
                           AS SELLER AND THE COMPANY;

                                       AND

                              POORE BROTHERS, INC.,
                                  AS PURCHASER


                              AS OF JUNE __, 2000
<PAGE>
                                TABLE OF CONTENTS

                                                                            PAGE

RECITALS:

ARTICLE I: PURCHASE AND SALE OF ASSETS PRICE................................   2

   I.1      PURCHASE AND SALE OF THE SHARES.................................   2
   I.2      PURCHASE PRICE..................................................   2
   I.3      PAYMENT OF LIABILITIES..........................................   4
      (A)      PAYMENT OF LIABILITIES OTHER THAN PERMITTED LIABILITIES......   4
   I.5......................................................................   4
   I.6      [RESERVED]......................................................   5
   I.7      [RESERVED]......................................................   5
   I.8      PAYMENT OF TAXES AND OTHER CHARGES..............................   5

ARTICLE II: REPRESENTATIONS AND WARRANTIES OF SELLER........................   5

   II.1     CORPORATE ORGANIZATION, ETC.....................................   5
   II.2     NO OPTIONS......................................................   5
   II.3     SUBSIDIARIES AND AFFILIATES.....................................   5
   II.4     AUTHORIZATION, ETC..............................................   6
   II.5     NO VIOLATION....................................................   6
   II.6     GOVERNMENTAL AUTHORITIES........................................   6
   II.7     FINANCIAL STATEMENTS; CLOSING BALANCE SHEET.....................   6
   II.8     NO UNDISCLOSED LIABILITIES, CLAIMS, ETC.........................   7
   II.9     ABSENCE OF CERTAIN CHANGES......................................   7
   II.10    CONTRACTS.......................................................   7
   II.11    TRUE AND COMPLETE COPIES........................................   8
   II.12    TITLE AND RELATED MATTERS.......................................   8
      (A)      REAL PROPERTY................................................   8
      (B)      PERSONAL PROPERTY............................................   9
      (C)      INVENTORIES..................................................   9
      (D)      NO DISPOSITION OF ASSETS.....................................   9
   II.13    LITIGATION......................................................   9
   II.14    TAX MATTERS.....................................................   9
   II.15    GOVERNMENT CONTRACTS............................................  10
   II.16    COMPLIANCE WITH LAW.............................................  10
   II.17    ABSENCE OF CERTAIN BUSINESS PRACTICES...........................  11
   II.18    ERISA AND RELATED EMPLOYEE BENEFIT MATTERS......................  11
   II.19    INTELLECTUAL PROPERTY...........................................  11
   II.20    WARRANTIES......................................................  11
   II.21    LABOR RELATIONS.................................................  12
   II.22    INSURANCE.......................................................  12
   II.23    LIABILITY FOR PRODUCTS..........................................  12
   II.24    ENVIRONMENTAL...................................................  12
   II.25    CAPITAL EXPENDITURES............................................  13
   II.26    SUPPLIERS.......................................................  13
   II.27    DEALINGS WITH AFFILIATES........................................  13
   II.28    BUSINESS GENERALLY..............................................  13

                                       2
<PAGE>
   II.29    BANK ACCOUNTS...................................................  13
   II.30    COMPENSATION....................................................  14
   II.32    DISCLOSURE OF CHANGES...........................................  14

ARTICLE III: REPRESENTATIONS AND WARRANTIES OF PURCHASER....................  14

   III.1    CORPORATE ORGANIZATION, ETC.....................................  14
   III.2    CAPITALIZATION..................................................  14
   III.3    AUTHORIZATION, ETC..............................................  14
   III.4    NO VIOLATION....................................................  14
   III.5    GOVERNMENTAL AUTHORITIES........................................  15

ARTICLE IV: COVENANTS OF SELLER.............................................  15

   IV.1     REGULAR COURSE OF BUSINESS......................................  15
   IV.2     AMENDMENTS......................................................  15
   IV.3     CAPITAL CHANGES.................................................  16
   IV.4     DIVIDENDS; BONUSES..............................................  16
   IV.5     CAPITAL AND OTHER EXPENDITURES..................................  16
   IV.6     BORROWING.......................................................  16
   IV.7     OTHER COMMITMENTS...............................................  16
   IV.8     INTERIM FINANCIAL INFORMATION...................................  16
   IV.9     FULL ACCESS AND DISCLOSURE......................................  16
   IV.10    CONSENTS........................................................  17
   IV.11    BREACH OF AGREEMENT.............................................  17
   IV.12    FURTHER ASSURANCES..............................................  17
   IV.13    FULFILLMENT OF CONDITIONS.......................................  17

ARTICLE V: COVENANTS OF PURCHASER...........................................  17

   V.1      CONFIDENTIALITY.................................................  17
   V.2      BOOKS AND RECORDS...............................................  17

ARTICLE VI: OTHER AGREEMENTS................................................  17

   VI.1     AGREEMENT TO DEFEND.............................................  18
   VI.2     CONSULTANTS; BROKERS AND FINDERS................................  18
   VI.3     NONCOMPETITION AGREEMENT........................................  18
   VI.4     TAXES...........................................................  18

ARTICLE VII: CONDITIONS TO THE OBLIGATIONS OF PURCHASER.....................  19

   VII.1    REPRESENTATIONS AND WARRANTIES; PERFORMANCE.....................  19
   VII.2    CONSENTS AND APPROVALS..........................................  19
   VII.3    OPINION OF SELLER'S COUNSEL.....................................  19
   VII.4    NO ADVERSE CHANGE...............................................  20
   VII.5    NO PROCEEDING OR LITIGATION.....................................  20
   VII.6    REVIEW..........................................................  21
   VII.7    OTHER DOCUMENTS.................................................  21
   VII.8    OTHER AGREEMENTS................................................  21
   VII.9    WITHHOLDING CERTIFICATE.........................................  21
   VII.10   [RESERVED]......................................................  21
   VII.11   APPROVAL OF CLOSING BALANCE SHEET...............................  21
   VII.12   FAILURE OF CONDITIONS...........................................  21

                                       3
<PAGE>
ARTICLE VIII: CONDITIONS TO THE OBLIGATIONS OF SELLER.......................  21

   VIII.1   REPRESENTATIONS AND WARRANTIES; PERFORMANCE.....................  21
   VIII.2   NO PROCEEDING OR LITIGATION.....................................  22
   VIII.3   OPINION OF COUNSEL..............................................  22
   VIII.4   PAYMENT.........................................................  23
   VIII.5   OTHER DOCUMENTS.................................................  23
   VIII.6   OTHER AGREEMENTS................................................  23
   VIII.7   FAILURE OF CONDITION............................................  23

ARTICLE IX: CLOSING.........................................................  23

   IX.1     CLOSING.........................................................  23
   IX.2     DELIVERIES AT CLOSING...........................................  23
   IX.3     LEGAL ACTIONS...................................................  24
   IX.4     REMEDIES PRIOR TO OR ON CLOSING.................................  24
      (A)      REMEDIES OF PURCHASER PRIOR TO OR ON CLOSING.................  24
      (B)      REMEDIES OF SELLER PRIOR TO OR ON CLOSING....................  24
      (C)      TERMINATION..................................................  24

ARTICLE X: TERMINATION AND ABANDONMENT......................................  25

   X.1      METHODS OF TERMINATION..........................................  25
   X.2      PROCEDURE UPON TERMINATION......................................  25

ARTICLE XI: INDEMNIFICATION.................................................  25

   XI.1     INDEMNIFICATION BY SELLER AND SHAREHOLDERS......................  25
   XI.2     TENDER OF DEFENSE FOR DAMAGES...................................  26
   XI.3     [RESERVED]......................................................  26

ARTICLE XII: MISCELLANEOUS PROVISIONS.......................................  26

   XII.1    AMENDMENT AND MODIFICATION......................................  26
   XII.2    WAIVER OF COMPLIANCE; CONSENTS..................................  26
   XII.3    EXPENSES........................................................  27
   XII.4    INVESTIGATIONS; SURVIVAL OF WARRANTIES..........................  27
   XII.5    NOTICES.........................................................  27
   XII.6    GOVERNING LAW...................................................  28
   XII.7    NEUTRAL INTERPRETATION..........................................  28
   XII.10   PUBLICITY.......................................................  30
   XII.11   ENTIRE AGREEMENT; MODIFICATION..................................  30
   XII.12   EXHIBITS AND RECITALS...........................................  31
   XII.13   COUNTERPARTS; FACSIMILE SIGNATURES..............................  31
   XII.14   ATTORNEYS' FEES.................................................  31
   XII.15   PARTIES IN INTEREST.............................................  31
   XII.16   SEVERABILITY....................................................  31
   XII.17   RISK OF LOSS....................................................  32
   XII.18   FURTHER DOCUMENTATION...........................................  32
   XII.19   NOMINATION AND ASSIGNMENT.......................................  32
   XII.20   [RESERVED]......................................................  32
   XII.21   CERTAIN DEFINITIONS.............................................  32

                                       4
<PAGE>
                    AGREEMENT FOR PURCHASE AND SALE OF ASSETS

     THIS AGREEMENT (this "Agreement"), dated as of the _____ day of June, 2000,
is made by,  between and among  FRANK P.  MAGGIO and PAMELA S. FOX,  husband and
wife, MARK C. MAGGIO and JOHN F. MAGGIO (collectively,  "Shareholders"); BOULDER
POTATO COMPANY,  INC., a Colorado corporation  ("Seller" or the "Company");  and
POORE BROTHERS, INC., a Delaware corporation  ("Purchaser") and/or its permitted
nominee or assignee.

                                    RECITALS

     This Agreement  contemplates a transaction in which Purchaser will purchase
from the Company substantially all of the Assets (and, contemporaneously, accept
responsibility for certain  liabilities of the Company) of the Company in return
for certain cash and Stock (as herein  defined) of Purchaser.  Shareholders  are
the holders of all of the outstanding shares of capital stock of the Company.

     Capitalized  terms used without  definition  herein shall have the meanings
ascribed to them in SECTION 12.21 of this Agreement and Schedule 1 attached.

     NOW THEREFORE,  in  consideration  of the premises and the mutual  promises
herein  made,  and in  consideration  of  the  representations,  warranties  and
covenants herein contained, the parties agree as follows:
<PAGE>
ARTICLE 1: PURCHASE AND SALE PRICE

     1.1 PURCHASE AND SALE OF THE ASSETS. At the Closing (defined herein) and in
the manner herein  provided,  Seller shall sell and deliver all of the assets of
the Company (collectively, the "Assets") to Purchaser, free and clear of any and
all liens and/or  encumbrances  except as set forth herein,  and Purchaser shall
purchase the Assets from Seller on the terms and conditions set forth herein.

     1.2 PURCHASE  PRICE.  Subject to the terms and conditions of this Agreement
and in reliance on the representations and warranties of Seller and Shareholders
herein  contained,  and in consideration of the sale,  conveyance,  transfer and
delivery of the Assets provided for in this Agreement,  Purchaser  agrees to pay
to Seller at the Closing an aggregate purchase price (the "Purchase Price"), set
forth below and payable as follows:

          (a) a cash payment, at Closing, of $300,000.00 ("Initial Cash");

          (b) the issuance to Seller, at Closing,  of a Secured  Promissory Note
and Security  Agreement in the form  attached  hereto as EXHIBIT 1.2 (the "Note"
and the "Security  Agreement",  respectively)  under which Purchaser will be the
Maker (or if  Purchaser  assigns its  interests  hereunder  in  accordance  with
SECTION  12.19  hereof,  Purchaser  will  guarantee  same  pursuant to a form of
guaranty  reasonably  satisfactory  to the  parties).  The  Note  will be in the
principal  amount of  $830,000.00,  and be finally due June 15,  2002.  The Note
shall bear fixed  interest at the rate of six and four tenths percent (6.4%) per
annum,  and shall be amortized over twenty-four (24) equal (except for the first
payment)  monthly  payments of principal  and  interest.  Interest and principal
payments will begin on July 15, 2000, and the first payment shall be adjusted by
adding to it accrued but unpaid  interest from the Closing Date through the 15th
day of June,  2000,  to  appropriately  establish  and  maintain  the  aforesaid
amortization  schedule.  Security  for the Note  shall  consist  of a first lien
encumbering the Assets listed on EXHIBIT 1.2(B) attached.

          (c) the issuance of $1,250,000.00 in Fair Market Value (computed as of
the  Closing  Date) of  Purchaser's  (or  Poore  Brothers,  Inc.,  if  Purchaser
exercises  its  assignment  rights  hereunder  pursuant to SECTION  12.19 below)
common  stock (the  "Closing  Stock")  pursuant to  documents  and  certificates
required by Purchaser or its counsel in connection therewith.  The Closing Stock
will enjoy certain  "piggyback"  registration  rights exercisable in conjunction
with any certain  registration  statement(s) which may be initiated by Purchaser
post-Closing.  Such registration  rights shall be exercisable  beginning one (1)
year after the Closing.  The form of Registration  Rights  Agreement  (herein so
called) related to the Closing Stock is attached  hereto as EXHIBIT 1.2(C).  The
certificates representing said Closing Stock shall be delivered to Seller on the
Closing  Date  or as soon  thereafter  as is  reasonably  practical,  given  the
requirements  of Purchaser's  transfer agent and the like.  Seller  acknowledges
that the Closing Stock will be  unregistered  (so-called  "restricted" or "144")
stock  and  that the  same  will  not be  tradable  or  transferable  except  in
accordance with applicable Federal and State securities laws in effect from time
to time, or pursuant to an effective registration  statement.  The Closing Stock
(and all other stock issued  hereunder) will be legended,  and will be issued in
accordance with the procedure, set forth in SECTION 12.8; and

          (d) the issuance of  unregistered  Shares of Purchaser's  (or of Poore
Brothers,  Inc. if Purchaser  exercises its assignment rights hereunder pursuant
to SECTION  12.19 below)  common stock (the  "Additional  Stock") as of June 30,
2001, June 30, 2002 and June 30, 2003 (each an "Anniversary Date"). The one year
periods  through  such Dates  (with the first Year being  computed  from July 1,
2000) are referred to herein as "Years".  The Additional Stock shall have a Fair
Market Value, as of each such Anniversary Date, equal to the Additional Issuance
Amount (defined immediately below) based on the formula set forth below:

                                       2
<PAGE>
               The Additional Issuance Amount with respect to each of the first,
               second and third Anniversary Dates will be equal to forty percent
               (40%) of the  increase  in Net Sales for the  relevant  Year then
               ended over the highest  level of Net Sales  obtained in any prior
               Year or, as to the first Year, the immediately  preceding  twelve
               month period (herein,  "Initial  Year").  For each such Year, the
               Additional  Issuance  Amount  shall  be  ascertained  as of  each
               respective  Anniversary Date. No Additional Stock shall be issued
               for any Year  during  which  the Net  Sales are less than the Net
               Sales for any  previous  Year or the  Initial  Year.  Seller  and
               Shareholders  understand  and agree  that  Purchaser  is under no
               obligation  to endeavor to increase  Net Sales for the purpose of
               increasing the amount of Additional Stock, except in the ordinary
               course of  Purchaser's  future  business as Purchaser may conduct
               the  same  from  time  to time in  Purchaser's  sole  discretion.
               Without  limiting the  generality  of the  foregoing,  Seller and
               Shareholders understand and agree that Purchaser is not obligated
               to expend any amounts greater than Seven and One-Half  percent (7
               1/2%) of Net Sales during any Year for advertising, marketing and
               similar  purposes  in order to  endeavor  to  create  Net  Sales.
               Purchaser agrees to keep reasonable  books,  accounting  records,
               etc.  dealing with the  computation  of Net Sales for a period of
               three (3) years  after the  Closing  Date  (after  which date the
               computations of Purchaser dealing with Net Sales shall be binding
               and final),  which items shall be open for reasonable  inspection
               upon reasonable notice during all business hours to Seller and/or
               the  Shareholders;  provided,  that those parties shall keep such
               items confidential in accordance with applicable  securities laws
               and  rules.  The  Additional  Stock  shall  be a  subject  of the
               Registration Rights Agreement.

               If any event or  condition  beyond the  reasonable  contemplation
               and/or  control of the parties  ("Force  Majeure  Event")  occurs
               during any  Yearly  period  and such  Force  Majeure  Event has a
               material  and  adverse  effect on Net  Sales,  the length of that
               Yearly  period  shall be  increased by the time during which such
               Force Majeure  Event  occurs,  but in no event greater than sixty
               (60) days. However,  Net Sales made during the time period during
               which such Force  Majeure  Event is pending shall not be utilized
               in  computing  Net Sales for the Year in  question.  The relevant
               Anniversary  Date and all subsequent  Anniversary  Dates shall be
               adjusted  accordingly.   The  parties  will  use  all  reasonable
               commercial  efforts  to remedy  and deal  with any Force  Majeure
               Event  and  its  effect  on  the   operations  of  Purchaser.   A
               commercially  reasonable time shall be afforded the parties after
               each  Anniversary  Date to make the  computations set forth above
               and cause the issuance,  if so required, of the Additional Stock.
               The  number  of  Additional  Shares  shall  not  exceed,  in  the
               aggregate,  a  number  of  Additional  Shares  as  Purchaser  may
               reasonably  determine in order to comply with  applicable  NASDAQ
               Rules to avoid necessity of Poore Brothers  shareholder  approval
               of any issuance of Additional Stock; provided that Poore Brothers
               shall  pay to  Company,  in cash,  the Fair  Market  Value of any
               Additional Shares which would have been issued to the Company and
               which  Purchaser  determines not to issue in accordance  with the
               foregoing.

                                       3
<PAGE>
          (e) Any  reductions  in the Net Assets of Seller  from the date of the
Closing  Balance  Sheet until  Closing  shall be deducted from the amount of the
Closing  Stock,  it being the  intention  hereof  that  Seller  guarantees  that
Adjusted Asset Value at Closing shall be equal to or greater than zero.

     1.3 NO ASSUMPTION OF CERTAIN NON-BALANCE SHEET LIABILITIES;  EXISTING LOAN.
Buyer is not the  successor  to Seller in or to any of the  Assets  and does not
assume any  liabilities  of Seller or  Shareholders  with  regard to the Assets,
except  for  the  Existing  Loan  (as  defined  immediately  below),  any  other
liabilities of Seller reflected on the Closing Balance Sheet (as herein defined)
and which are  approved by  Purchaser  in  accordance  with the terms hereof and
other  liabilities  which are listed on EXHIBIT  2.8 hereto  (collectively,  the
"Assumed  Liabilities").  Seller and  Shareholders  will  jointly  and  severely
indemnify,  pay, protect, and hold harmless Buyer from, of and against any other
liabilities attaching to the Assets (other than the Assumed Liabilities).

     The Company is subject to certain outstanding obligations to certain of its
Shareholders  (the  "Existing  Loan").  The  Existing  Loan is  evidenced by the
Company's  Promissory  Note,  in the form of EXHIBIT  1.3 hereto.  Seller  shall
deliver to Purchaser,  in the form  reasonably  satisfactory to Purchaser and at
Closing,  an Estoppel  Certificate or other similar  evidence of the outstanding
balance of the Existing Loan at Closing. Purchaser shall assume and agree to pay
the  obligations  of the Company under the Existing Loan in accordance  with the
terms thereof and hereof.

     1.4 ALLOCATIONS OF THE PURCHASE PRICE. The Purchase Price shall be paid and
allocated as provided in the allocation set forth on EXHIBIT 1.4 hereto.

     1.5  DEFINITION OF ASSETS.  When used herein,  the term "Assets" shall mean
and refer to all tangible or  intangible  Assets owned by the Company or used in
the conduct of the Business (as herein  defined),  whether now owned or acquired
by the Company prior to the Closing Date,  including,  without  limitation,  the
following:

          (a) All raw materials,  work in process and finished goods produced or
used in the Company's business of the design, conceptualization, manufacture and
distribution  of potato chips and other salted  snack foods  (collectively,  the
"Business"), wherever located ("Inventory");

          (b) All equipment,  tools,  machinery,  supplies,  materials and other
tangible  personal  property used in any manner in connection with the Business,
wherever  located  (collectively,   "Personal  Property"),   including,  without
limitation,  the  Personal  Property  described  in EXHIBIT 1.5 attached to this
Agreement;

          (c) Any and all rights in any manner  related to the  ownership or use
of the Assets or to the ownership,  operation or conduct of the Business, rights
in or claims  under  leases,  permits,  licenses,  purchase  and  sales  orders,
covenants not to compete,  stock,  stock rights,  and all other contracts of any
nature whatsoever  ("Contractual Rights"),  including,  without limitation,  the
Contract  Rights  described  in EXHIBIT  2.10  attached to this  Agreement,  and
include receivables and cash as of the Closing Date; and

          (d) All of the Intellectual Property Rights (as herein defined) in any
manner  related  to the  ownership,  possession  or use of the  Assets or to the
ownership,  operation or conduct of the Business, including, without limitation,
the  Intellectual  Property  Rights  described in EXHIBIT 2.19  attached to this
Agreement.

                                       4
<PAGE>
          Notwithstanding  the foregoing,  the term "Assets" shall not refer to,
and the Assets shall not include, that certain legal action described on EXHIBIT
2.13  against  the  Hartford  Insurance  Company,  and  wherein  the  Company is
Plaintiff, which may be retained by the Company Post-Closing;  provided that the
Company shall indemnify and hold harmless Purchaser from any liability which may
arise out of said action.

     1.6 [RESERVED]

     1.7 [RESERVED]

     1.8 PAYMENT OF TAXES AND OTHER  CHARGES.  Seller shall pay any  transaction
privilege  tax,  use tax,  excise tax or other  transfer fee or tax which may be
imposed  by  any  governmental  agency  with  respect  to  the  sale,  transfer,
conveyance and assignment of the Assets pursuant to this Agreement.

ARTICLE 2: REPRESENTATIONS AND WARRANTIES OF SELLER.

     Seller and Shareholders  hereby jointly and severally represent and warrant
to Purchaser as follows:

     2.1  CORPORATE  ORGANIZATION,  ETC.  The  Company  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Colorado  with all  requisite  corporate  power  and  authority  to carry on its
Business  as it is now  being  conducted  and to  own,  operate  and  lease  its
properties and Assets.  EXHIBIT 2.1.1 lists each of the states where the Company
is qualified  as a foreign  corporation.  EXHIBIT  2.1.2  contains  complete and
correct copies of the Company's:  (i) articles or certificate of  incorporation;
(ii) bylaws;  (iii) good standing  certificates  from the secretary of state of:
(A) the State of Colorado;  and (B) each of the states listed on EXHIBIT  2.1.1;
and (iv)  certificates of authority for the states listed in EXHIBIT 2.1.1, each
as amended to date.

     2.2 NO OPTIONS.  The authorized capital stock of the Company and the shares
of capital stock of the Company issued and outstanding,  of all classes, and the
holdings  of  Seller,  are as set forth in EXHIBIT  2.2.  The shares of stock in
Seller held by the  Shareholders  and  reflected on EXHIBIT 2.2 (the  "Shares"),
represent 100% of the issued and outstanding  capital stock of the Company,  the
Shares are all listed on EXHIBIT 2.2, and the Company has no treasury stock. All
of the Shares are validly issued,  fully paid and nonassessable and are owned by
Seller,  free and clear of all  encumbrances or claims.  There are no issued and
outstanding  options,  warrants,  rights,  securities,  contracts,  commitments,
understandings  or  arrangements  by which  the  Company  is bound to issue  any
additional  shares of its  capital  stock or options to  purchase  shares of its
capital stock.

     2.3  SUBSIDIARIES  AND AFFILIATES.  Except as set forth in EXHIBIT 2.3, the
Company has no subsidiaries,  Affiliates,  other than Seller,  or investments in
any  other  entity  or  business  operation.  The term  "Affiliates"  (including
correlative  meanings thereof such as "Affiliated")  includes the  shareholders,
directors,  officers  and  employees of the  Company,  Shareholders,  the family
members of  Shareholders,  and any  corporation,  partnership or other entity in
which the Company,  Shareholders,  any family member of Shareholders or director
or officer of the Company has any financial interest or is a controlling person,
as that term is used in  connection  with the federal  securities  laws, if such
person or entity  has,  or in the past had,  a  contractual  relationship  or is
transacting,  or has in the past  transacted,  business of or with the  Company.
Neither the Company,  Shareholders,  nor any  Affiliate of either owns or holds,
directly or indirectly or in any beneficial manner, any interest in Purchaser or
any Affiliate of Purchaser except as set forth in EXHIBIT 2.3.

                                       5
<PAGE>
     2.4  AUTHORIZATION,  ETC. Seller has full power and authority to enter into
this Agreement and to carry out the transactions contemplated hereby.

     2.5 NO  VIOLATION.  The  Company is not subject to or  obligated  under any
article or certificate of  incorporation,  bylaw, Law (as herein defined) or any
agreement or  instrument,  or any license,  franchise or permit,  which would be
breached or violated by Seller's  execution  delivery  and  performance  of this
Agreement.  Seller will  comply  with all  applicable  Laws in  connection  with
Seller's   execution   delivery  and  performance  of  this  Agreement  and  the
consummation of the transactions contemplated hereby. When used herein, the term
"Law(s)" shall mean, without limitation,  all foreign,  federal, state and local
laws, statutes, rules, regulations,  codes, ordinances,  plans, orders, judicial
decrees,  writs,  injunctions,  notices,  decisions  or demand  letters  issued,
entered or promulgated pursuant to any foreign, federal, state or local law.

     2.6 GOVERNMENTAL AUTHORITIES.  Seller is not required to submit any notice,
report or other  filing  with,  and no  consent,  approval or  authorization  is
required by, any  governmental  or regulatory  authority in connection  with the
execution,  delivery,  consummation  or  performance  of this  Agreement  or the
transactions  contemplated hereby.  Neither the Company nor any "Ultimate Parent
Entity" (as defined in 16 C.F.R. ss. 801.1(a) (1988)) of the Company immediately
prior to the  transactions  contemplated  hereunder  is a person  that has total
assets or annual  net sales of  $10,000,000  or more  within  the  meaning of 15
U.S.C. Section 18a.

     2.7 FINANCIAL  STATEMENTS;  CLOSING  BALANCE  SHEET.  Seller has heretofore
delivered to Purchaser true, correct and complete copies of all of the Company's
statements  of  financial  position  as of the end of each  calendar  quarter of
operation of the Company,  beginning with the calendar  quarter ending March 31,
1996,  and  continuing  with the calendar  quarter  ending  March 31, 2000,  and
statements  of income for the quarters  then ended,  each such  statement  being
internally prepared.  All such statements of financial position are complete and
accurate  and fairly  present  the  financial  position of the Company as of the
respective  dates  thereof,  and such  statements of income  fairly  present the
results of  operations  for the periods  therein  referred to, all in accordance
with accounting principles consistently applied throughout the periods indicated
(except as stated  therein or in the notes  thereto and except as relates to the
Existing  Loan).  The statement of financial  position as of March 31, 2000, and
the notes  thereto,  are referred to as the "Balance  Sheet."  March 31, 2000 is
referred to as the  "Financial  Statement  Date."  Within two (2) business  days
prior to  Closing,  the  Company  shall  prepare a balance  sheet (the  "Closing
Balance  Sheet") in  accordance  with GAAP as of the Closing  Date.  The Closing
Balance Sheet shall be subject to Purchaser's  approval.  If Purchaser  approves
the Closing  Balance Sheet,  the same shall be deemed to represent the financial
position of the Company as of the Closing  Date.  There will be no adjustment to
the Purchase Price if Purchaser  approves the Closing  Balance Sheet,  except to
the  extent  that the  Adjusted  Asset  Value is less than zero,  whereupon  the
Purchase Price shall be adjusted in accordance  with the terms of SECTION 1.2(E)
above.  However, if Purchaser  disapproves the Closing Balance Sheet,  Purchaser
may  terminate  this  Agreement  in  accordance  with  its  terms  and the  only
obligations  which shall survive any such  termination  shall be as specifically
set forth herein.  In the event, upon  post-Closing  review,  that the financial
condition of the Company is not in accord with the Closing  Balance  Sheet,  any
adverse  change  between  the  Closing  Balance  Sheet and the actual  financial
position of the  Company as of the Closing  Date shall be deemed a breach of the
representations  and  warranties  of  Seller  hereunder  and  shall  be  treated
accordingly.

                                       6
<PAGE>
     2.8 NO UNDISCLOSED  LIABILITIES,  CLAIMS,  ETC. Except for: (a) liabilities
fully reflected or reserved  against in the Balance Sheet; (b) regular and usual
liabilities  and  obligations  incurred  in  the  ordinary  course  of  business
consistent with past practices after the Financial  Statement Date; and (c) such
other  liabilities  under leases and contracts not reflected or reserved against
on the Balance Sheet, but which are set forth with  particularity on EXHIBIT 2.8
hereto;  the  Company  does not  have  any  liabilities  obligations  or  claims
(absolute,  accrued,  fixed or contingent,  matured or unmatured,  or otherwise)
including  liabilities  obligations  or claims  which may become  known or which
arise only  after the  Closing  and which  result  from  actions,  omissions  or
occurrences of the Company prior to the Closing.

     2.9 ABSENCE OF CERTAIN  CHANGES.  Except as set forth in EXHIBIT 2.9, since
the Financial  Statement Date, there has not been: (a) any adverse change in the
Business, prospects,  financial condition, earnings or operations of the Company
or any loss or material curtailment of any customer accounts of the Company; (b)
any damage,  destruction or loss, whether covered by insurance or not, adversely
affecting the Company's  properties and Business;  (c) any  declaration  setting
aside or payment of any dividend whether in cash, stock or property with respect
to the Shares,  or any redemption or other  acquisition of such Shares;  (d) any
increase in the compensation  payable or to become payable by the Company to its
directors,  officers, key employees,  Affiliates or Shareholders or any adoption
of or increase in any bonus, insurance,  pension or other employee benefit plan,
payment or arrangement made to, for or with any such party; (e) any entry by the
Company into any commitment or transaction,  including,  without limitation, any
borrowing or capital  expenditure  other than in accordance with the schedule of
capital expenditures (EXHIBIT 2.25); (f) any change by the Company in accounting
methods,  practices  or  principles;  (g) any  adoption  of any  statute,  rule,
regulation or order which would  materially  adversely  affect the operations of
the  Company;  (h) any  termination  or  waiver  of any  rights  of value to the
Business  of the  Company;  (i)  any  other  transaction  or  event  that  would
materially  affect the  operations  of the  Company  other than in the  ordinary
course of business of the Company;  (j) any transaction or conduct  inconsistent
with past Business  practices;  (k) any adoption or amendment of any  collective
bargaining,  bonus,  profit  sharing,   compensation,   stock  option,  pension,
retirement,  deferred  compensation  or other plan,  agreement,  trust,  fund or
arrangement for the benefit of employees;  or (l) any agreement or understanding
made or entered into to do any of the foregoing.

     2.10  CONTRACTS.  EXHIBIT  2.10  contains  a  schedule  and  copies  of all
Contracts (defined herein) to which the Company is a party. The term "Contracts"
shall include,  but shall not be limited to, all oral (which shall be summarized
in EXHIBIT 2.10) and written  contracts,  agreements,  agency  agreements,  loan
agreements,  mortgages,  indentures,  deeds of trust,  guarantees,  commitments,
joint  venture   agreements,   purchase  and/or  sale   agreements,   collective
bargaining,  union,  consulting and/or employment  contracts,  leases of real or
Personal  Property,  easements,   distribution  or  dealer  agreements,  service
agreements,  license  agreements and advertising  agreements (except there shall
not  be  included  agreements  which  do not  exceed,  in the  case  of any  one
agreement,  an obligation  of $5,000.00,  and in the case of a series of related
agreements,  an  aggregate  obligation  of  $10,000.00).  The  Company is not in
default  or alleged to be in  default  under any  Contract  nor is Seller or any
Shareholder  aware of any default by any other party to any Contract,  and there
exists no event,  condition or occurrence which,  after notice or lapse of time,
or both, would constitute a default under any Contract. All of the Contracts are
in full force and effect and constitute legal, valid and binding  obligations of
the parties  thereto in  accordance  with their  terms,  and will remain in full
force and effect after the Closing without any notice to or consent by any other
party.

     2.11 TRUE AND COMPLETE  COPIES.  Copies of all  agreements,  contracts  and
documents  delivered and to be delivered  hereunder by the Company are, and will
be, true and complete copies of such  agreements,  contracts and documents.  All
written summaries of oral agreements are, and will be, true and complete.

                                       7
<PAGE>
     2.12 TITLE AND  RELATED  MATTERS.  The  Company  has (or will have,  at the
Closing  Date) good and  marketable  title to all of the  properties  and Assets
reflected  in the  Balance  Sheet or  acquired  after the date  thereof  (except
inventories sold or otherwise disposed of since the date thereof in the ordinary
course of business  and  consistent  with past  practices),  including,  without
limitation,  the  specific  Assets  referred to in  paragraphs  (a), (b) and (c)
below,  free and clear of all mortgages,  security  interests,  liens,  pledges,
claims,  escrows,  options,  rights  of first  refusal,  indentures,  easements,
licenses,  security  agreements or other  agreements,  arrangements,  contracts,
commitments, understandings, obligations, charges or encumbrances of any kind or
character, except as reflected on the Balance Sheet. The Company owns or leases,
directly or indirectly, all of the Assets (including but not limited to tangible
or intangible property rights licensed by the Company) and properties,  and is a
party to all licenses and other agreements, presently used or necessary to carry
on the Business or operations of the Company as presently conducted.

          (a) REAL PROPERTY.

               (1) The Company owns no real property.

               (2) The  Company  is not a  tenant  under  any  lease(s)  of real
property used by the Company  except as described on EXHIBIT 2.10.  With respect
to the leased real property  described on EXHIBIT 2.10:  (A) all such leases are
in full force and effect and  constitute  valid and binding  obligations  of the
respective parties thereto;  (B) there have not been and there currently are not
any defaults  thereunder by any party  thereto;  (C) no event has occurred which
(whether with or without notice, lapse of time or the happening or occurrence of
any other event) would constitute a default  thereunder  entitling the lessor to
terminate the lease; and (D) the continuation, validity and effectiveness of all
such leases under the current rentals and other current terms thereof will in no
way be affected by the  transactions  contemplated  by this Agreement or, if any
would be affected,  Seller shall sublease or assign (as determined by Purchaser)
Seller's  interest under the principal lease to which Seller is a party covering
approximately 4000 feet of office/warehouse  space at Closing and, in connection
therewith,  use all  necessary  means at its  disposal  to cause an  appropriate
consent to such  transactions  to be delivered to Purchaser prior to the Closing
Date at no cost or other adverse  consequences to the Company (items (A) through
(D)  immediately  above  are  hereinafter  collectively  referred  to as  "Lease
Restrictions").

               (3)  To the  Knowledge  of  the  Company,  each  parcel  of  real
property,  building,  structure  and  improvement  owned,  leased  or  otherwise
utilized by the Company (collectively the "Premises") conforms to all applicable
Laws,  including  zoning  regulations,  none of which will, upon the sale of the
Assets to Purchaser, prohibit the use of such properties,  buildings, structures
or improvements, for the purposes for which they are now utilized.

               (4) The Company does not currently  have, and in the past has not
had, any interest (as owner, tenant or otherwise) in any real property except as
disclosed on EXHIBIT 2.12.

          (b) PERSONAL  PROPERTY.  The Company has good and marketable  title to
all the  Personal  Property  and Assets,  tangible or  intangible,  shown on the
Balance Sheet except to the extent sold or disposed of in  transactions  entered
into in the ordinary course of business consistent with past practices since the
Financial Statement Date. The Company's Personal Property in the aggregate is in
good condition and working order, and each individual item of Personal  Property
which  would  cost in excess of $500.00  to  replace  is in good  condition  and
working order.  None of such Assets are subject to any: (i) contracts of sale or
lease,  except  contracts  for the sale of inventory in the ordinary and regular
course of business; or (ii) security interests,  encumbrances,  liens or charges
of any kind or  character,  except as set forth in EXHIBIT  2.12.  Except as set

                                       8
<PAGE>
forth in  EXHIBIT  2.12,  there are no Lease  Restrictions  with  respect to the
Personal Property leased by the Company.

          (c)  INVENTORIES.  In addition to subsection (b) of this Section,  the
inventories  of the Company  included on the  Balance  Sheet,  to be included on
interim balance sheets provided  pursuant to SECTION 4.8, to be reflected on the
Closing  Balance  Sheet and owned by the  Company on the Closing  Date:  (i) are
valued with  respect to each  category of  inventory  at the lower of cost (on a
FIFO  basis)  or  market;  and (ii) do not  include  any  items  which are below
standard quality,  damaged or spoiled,  obsolete or of a quality or quantity not
usable or  saleable  in the  normal  course of the  business  of the  Company as
currently  conducted  within normal inventory  "turn"  experience,  the value of
which  has not been  fully  written  down,  or with  respect  to which  adequate
reserves  have  not  been  provided.  The  Company  has  the  proper  amount  of
inventories to conduct its Business  consistent with past  practices.  There has
not been since the  Financial  Statement  Date any  provision  for  markdowns or
shrinkage  with  respect to  inventories  other than in the ordinary and regular
course of business  consistent with past practices or as otherwise  consented to
by Purchaser.

          (d) NO DISPOSITION  OF ASSETS.  There has not been since the Financial
Statement Date any sale,  lease or any other  disposition or distribution by the
Company of any of its Assets or properties and any other Assets now or hereafter
owned by it, except transactions in inventory in the ordinary and regular course
of business  consistent  with past  practices  or as  otherwise  consented to by
Purchaser.

     2.13  LITIGATION.  Except as set forth in EXHIBIT  2.13,  there is no suit,
action,  investigation  or  proceeding  pending or, to the  Knowledge of Seller,
threatened   against  the  Company  or  any  Shareholder   which,  if  adversely
determined,  would  adversely  affect  the  Business,   prospects,   operations,
earnings,  properties or the condition,  financial or otherwise, of the Company,
nor is there  any  judgment,  decree,  injunction  rule or  order of any  court,
governmental  department,  commission,  agency,  instrumentality  or  arbitrator
outstanding  against the Company having, or which,  insofar as can be reasonably
foreseen, in the future may have, any such effect.

     2.14 TAX MATTERS.  The term "Taxes"  means all net income,  capital  gains,
gross income,  gross receipts,  sales,  use,  transfer,  ad valorem,  franchise,
profits, license, capital, withholding,  payroll, employment,  excise, goods and
services,  severance,  stamp, occupation,  premium, property,  windfall profits,
customs,  duties or other  taxes,  fees or  assessments,  or other  governmental
charges  of any kind  whatsoever,  together  with any  interest,  fines  and any
penalties,  additions to tax or  additional  amounts  incurred or accrued  under
applicable Law or assessed,  charged or imposed by any  governmental  authority,
domestic or foreign, provided that any interest, penalties,  additions to tax or
additional  amounts that relate to Taxes for any taxable  period  (including any
portion of any taxable  period  ending on or before the  Closing  Date) shall be
deemed to be Taxes for such period,  regardless of when such items are incurred,
accrued,  assessed or imposed.  For the purposes of this Agreement,  the Company
shall be deemed to  include  any  predecessor  of the  Company  or any person or
entity  from which the Company  incurs a liability  for Taxes as a result of any
transferee liability.

     The Company has timely  filed all Tax returns that it was required to file.
To the  Knowledge of the Company,  all such returns were correct and complete in
all respects.  All Taxes owed by the Company to date have been paid. The Company
currently is not the  beneficiary  of any extension of time within which to file
any Tax  return.  Neither  any  Shareholder  nor the  Company  has any reason to
believe that any of the  Company's  Tax returns will be audited.  The  Company's
books and records contain reserves, believed to be adequate, for any Taxes owing
by the Company prior to Closing.

                                       9
<PAGE>
     Neither any  Shareholder  nor the  Company is a "foreign  person or entity"
within  the  meaning  of Code  Section  1445.  Neither  the Code  nor any  other
provision  of law  requires  Purchaser  to withhold  any portion of the Purchase
Price.

     2.15 GOVERNMENT  CONTRACTS.  No contract or other aspect of the Business of
the Company is subject to the Armed  Services  Procurement  Regulations or other
regulations  of any  governmental  agency.  The  Company  has not bid on or been
awarded any "small business set aside contract",  any other "set aside contract"
or other order or contract  requiring  small business or other special status at
any time during the last three years.

     2.16 COMPLIANCE WITH LAW.

          (a) The Company has not Knowingly  failed,  or is currently  Knowingly
failing,  to comply with any  applicable  Laws  relating to its  Business or the
operation of its Assets.  In particular,  but without limiting the generality of
the  foregoing,  to  its  Knowledge,  the  Company  is in  compliance  with  all
applicable Laws relating to: (i) anti-competitive  practices; (ii) price fixing;
(iii) health and safety;  and (iv) the environment.  There are no proceedings of
record  and,  to  the  Company's  Knowledge,   no  proceedings  are  pending  or
threatened,  nor has the Company nor any Shareholder received any written notice
regarding  any  violation  of  any  Law,  including,   without  limitation,  any
requirement of the United States Federal Trade Commission,  any state or foreign
franchise agency or regulatory authority, OSHA or any pollution or environmental
control agency (including air and water). The Company, to its Knowledge, has all
federal, state, local and foreign licenses,  permits or other approvals required
for the operation of its Business as now being  conducted.  The Company,  to its
Knowledge,  is in full  compliance  with  all  Laws  respecting  employment  and
employment  practices,  terms and  conditions of employment  and wages and hours
including,  without  limitation,  the Fair Labor  Standards  Act, the Family and
Medical Leave Act of 1993,  the Americans  with  Disabilities  Act of 1990,  the
Veterans  Reemployment  Rights Act, the Equal Employment  Opportunities  Act, as
amended by the Civil Rights Act of 1991, the Occupational Safety and Health Act,
the Employee  Retirement Income Security Act of 1974, the Immigration Reform and
Control Act of 1986, the Age  Discrimination in Employment Act, Title VII of the
Civil Rights Act of 1964,  the Older  Workers  Benefit  Protection  Act, and all
other Laws, each as amended to date,  relating to  employer/employee  rights and
obligations.

                  (b) EXHIBIT 2.16 contains copies of all reports of inspections
by representatives of any federal,  state or local governmental entity or agency
of the Business and  properties of the Company since its  incorporation  through
the date  hereof  under  OSHA and under all other  applicable  health and safety
Laws. The deficiencies,  if any, noted on such reports or any deficiencies noted
by such  inspections  through the Closing Date shall be corrected by the Closing
Date.  There  are  no  other  registration,   safety,   health,   environmental,
anti-competitive or discrimination  problems or issues relating to the financial
condition,  Business,  Assets,  operations,  prospects,  earnings or  employment
practices of the Company.

         2.17 ABSENCE OF CERTAIN BUSINESS PRACTICES.  Neither Seller, any person
or entity related to or Affiliated with Seller, nor any Shareholder, or officer,
of the Company,  or any other person or entity acting on behalf of or associated
with any  Shareholder,  nor any other  entity  directly or  indirectly  owned or
controlled by any Shareholder or the Company, acting alone or together, has: (a)
received,   directly  or  indirectly,   any  rebates,   payments,   commissions,
promotional  allowances or any other economic benefit,  regardless of its nature
or  type,  from any  customer,  supplier,  trading  company,  shipping  company,
governmental  employee or other entity or  individual  with whom the Company has
done business  directly or indirectly;  or (b) directly or indirectly,  given or

                                       10
<PAGE>
agreed to give any gift or similar  benefit to any customer,  supplier,  trading
company,  shipping company,  governmental employee or other person or entity who
is or may be in a position  to help or hinder the  Business  of the  Company (or
assist the Company in connection with any actual or proposed transaction) which:
(i) might subject the Company to any damage or penalty in any civil, criminal or
governmental  litigation or proceeding;  (ii) if not given in the past, have had
an adverse  effect on the  Assets,  Business  or  operations  of the  Company as
reflected in the financial  statements of the Company  described in SECTION 2.7;
or (iii) if not  continued  in the future,  might  adversely  affect the Assets,
Business,  operations  or  prospects  of the Company or which might  subject the
Company  to suit  or  penalty  in any  private  or  governmental  litigation  or
proceeding.

     2.18 ERISA AND RELATED EMPLOYEE  BENEFIT MATTERS.  The Company does not and
has never  maintained or contributed to any "employee  pension  benefit plan" or
any other  multi-employer  plan or welfare  benefit  plan (within the meaning of
Section 3(2) of ERISA).

     2.19 INTELLECTUAL  PROPERTY. To the Knowledge of the Company,  there are no
adverse claims or restrictions  on the Company's  right to use its  Intellectual
Property rights. EXHIBIT 2.19 sets forth, in detail, all of the Company's rights
or interests in any copyright,  trademark,  service mark, patent application for
any patent or  registration,  franchise or  registration of any of the foregoing
(except for trade names and trade secrets) (collectively, "Intellectual Property
Rights")  used in, or necessary or desirable  for, the operation of its Business
as  currently  conducted.  There  are  no  products  or  services  manufactured,
distributed  or provided by the Company or processes  used by the Company  which
violate any license or infringe upon any  Intellectual  Property Rights or other
rights of any third  party.  There are no  products  or  services  manufactured,
distributed, or provided by any third party or processes used by any third party
which violate any license or infringe upon any  Intellectual  Property Rights of
the  Company.  The Company and the  Shareholders  are each unaware that any such
claim or demand will be, or is likely to be, made or of any fact or circumstance
that could reasonably give rise to any such claim or demand.

     2.20  WARRANTIES.  Except as set forth in EXHIBIT 2.20, there are no claims
existing or threatened under or pursuant to any warranty,  whether  expressed or
implied,  on products or services sold by the Company  through the Closing,  and
the Balance Sheet reserves, if any, for anticipated claims are adequate to cover
any such claims which may arise. EXHIBIT 2.20 includes a copy of the form of all
written  warranties  furnished  by  the  Company  to  purchasers  of  any of the
Company's product since its incorporation.

     2.21 LABOR RELATIONS.  Except as set forth in EXHIBIT 2.21, there have been
no strikes, work stoppages or any demands for collective bargaining by any union
or labor organization since the Company's incorporation;  there is no collective
bargaining  relationship  between the Company and any union; there is no dispute
or controversy with any union or other  organization of the Company's  employees
and there are no  arbitration  proceedings  pending or  threatened  involving  a
dispute or controversy.  The Company  currently has  satisfactory  relationships
with its  employees.  Except as disclosed in EXHIBIT 2.21 and since December 31,
1999,  no  non-officer  employees  of the Company and no officers of the Company
have  resigned,  advised  the  Company  of an  intention  to  resign  from  such
employment or refused to continue employment with the Company.

     2.22 INSURANCE.  EXHIBIT 2.22 lists and includes copies of all certificates
of coverage  regarding all of the Company's  existing  insurance  policies,  the
premiums  therefor and the  coverage of each policy.  All of said polices are in
full force and effect as stated on EXHIBIT 2.22 and, to the Company's Knowledge,
are adequate to insure the Company against Known and potential losses and claims
arising out of any of the Company's activities prior to the Closing Date.

                                       11
<PAGE>
     2.23  LIABILITY  FOR  PRODUCTS.  The Company has no Knowledge of any claims
against the Company  for injury to person or  property of its  employees  or any
third parties suffered as a result of the provision,  sale or  distribution,  at
wholesale  or at retail,  of any  product  of the  Company,  including,  but not
limited  to,  claims  arising  out of the  defective  or  unsafe  nature  of its
products.  The product  liability,  errors and  omissions  and  personal  injury
insurance  maintained by the Company has been on an "occurrence" basis since the
Company's incorporation.

     2.24 ENVIRONMENTAL.

          (a) For purposes of this Section:

               (1)  "Hazardous  Materials"  means any  hazardous,  infectious or
toxic substance, chemical, pollutant, contaminant, emission or waste which is or
becomes regulated by any local, state,  federal or foreign authority.  Hazardous
Materials  include,  without  limitation,  anything  which is: (i)  defined as a
"pollutant"  pursuant to 33  U.S.C.ss.  1362(6);  (ii)  defined as a  "hazardous
waste" pursuant to 42  U.S.C.ss.6921;  (iii) defined as a "regulated  substance"
pursuant to 42 U.S.C.ss.  6991; (iv) defined as a "hazardous substance" pursuant
to 42 U.S.C.ss.  9601(14);  (v) defined as a "pollutant or contaminant" pursuant
to  42   U.S.C.ss.9601(33);   (vi)  petroleum;   (vii)   asbestos;   and  (viii)
polychlorinated biphenyl.

               (2)  "Environmental  Laws and Regulations" means all limitations,
restrictions,  conditions, standards, prohibitions,  requirements,  obligations,
schedules and timetables  contained in any Laws relating to pollution,  nuisance
or the environment including, without limitation, (i) the Federal Clean Air Act,
42 U.S.  C.ss.ss.7401  ET SEQ.; (d) the  Comprehensive  Environmental  Response,
Compensation,  and Liability Act, 42 U.S.C.ss.ss.9601 ET SEQ.; (iii) the Federal
Emergency Planning and Community Right-to-Know Act, 42 U.S.C.ss.ss.1101 ET SEQ.;
(iv) the Federal  Insecticide,  Fungicide and Rodenticide Act, 7 U.S.C.ss.ss.136
ET SEQ.; (v) the Federal Water  Pollution  Control Act, 33  U.S.C.ss.ss.1251  ET
SEQ.; (vi) the Solid Waste Disposal Act, 42  U.S.C.ss.ss.6901 ET SEQ.; (vii) the
Toxic Substances Control Act, 15  U.S.C.ss.ss.2601 ET SEQ.; (viii) Laws relating
in whole or part tO emissions,  discharges,  releases or threatened  releases of
any  Hazardous  Material;  and  (ix)  Laws  relating  in  whole  or  part to the
manufacture,  processing,  distribution, use, coverage, disposal, transportation
storage or handling of any Hazardous Material.

          (b) To the  Company's  Knowledge,  there are no pending  or  currently
proposed  changes  to  any  Environmental   Laws  and  Regulations  which,  when
implemented or effective, may affect the operations of the Company.

          (c)  EXHIBIT  2.24 lists all  requests,  permits,  licenses  and other
authorizations  which are Known to the  Company  and  which  are  required  with
respect to the  Company's  operations  as well as the  transaction  contemplated
hereby under all Environmental Laws and Regulations.

          (d) There is no civil, criminal, administrative or other action, suit,
demand, claim, hearing, notice of violation, proceeding,  investigation,  notice
or demand  pending,  received,  or, to the  Knowledge  of  Shareholders  and the
Company, threatened against the Company relating in any way to any Environmental
Laws and Regulations.

          (e)  EXHIBIT  2.24  contains  complete  copies  of  all  environmental
investigations,  assessments,  audits,  studies,  tests and related materials in
possession of the Company, or Known to the Company to exist, which relate to the

                                       12
<PAGE>
current  or  prior  operations  of the  Company  or  any  real  property  now or
previously owned, operated, leased or utilized by the Company.

     2.25 CAPITAL  EXPENDITURES.  The Company has  outstanding  commitments  for
capital  expenditures as set forth in EXHIBIT 2.25, which includes a schedule of
substantially  all moneys disbursed on account of capital  expenditures  made by
the Company  between the Financial  Statement Date and the date hereof After the
date hereof, no capital expenditures or commitments will be made by the Company,
except as set forth in EXHIBIT 2.25 or with Purchaser's prior written consent.

     2.26  SUPPLIERS.  No suppliers of goods or services to the Company that has
made sales or provided services representing,  individually or in the aggregate,
more than $5,000.00 in payments or commitments by the Company within the last 12
months has (i) ceased, or indicated any intention to cease,  doing business with
the Company,  or (ii) changed or indicated  any intention to change any terms or
conditions  for future  supply or sale of products or services from the terms or
conditions  that existed with respect to the supply or sale of such  products or
services during the 12 month period ending on the date hereof.

     2.27  DEALINGS  WITH  AFFILIATES.  EXHIBIT 2.27 sets forth a complete  list
(including the parties) and copies (or a detailed summary in the case of an oral
agreement) of all oral or written contracts, arrangements or other agreements to
which  the  Company  is,  will  be or has  been a party  at any  time  from  the
incorporation  of the  Company  to the  Closing  Date,  and to which  any  other
Affiliate of the Company was or is also a party.

     2.28  BUSINESS  GENERALLY.  Since  December  31,  1999,  there have been no
events,  transactions or information  which could be expected to have an adverse
effect on the Business and  operations of the Company,  and the Company is not a
party to any agreement, contract or covenant limiting the Company from competing
in any kind of  business  or with any person or other  entity in any  geographic
area.

     2.29  BANK  ACCOUNTS.  EXHIBIT  2.29 is a list of all bank  accounts,  lock
boxes,  post office boxes and safe deposit  boxes  maintained  in the name of or
controlled by the Company and the names of the persons having access thereto.

     2.30  COMPENSATION.  EXHIBIT  2.30  lists the  current  job title and total
remuneration (including,  without limitation,  salary,  commissions and bonuses)
for each officer,  director,  employee or consultant of the Company who received
total  remuneration  in excess of $5,000.00  from the Company  during any of the
past three  fiscal  years or who is expected to receive  total  remuneration  in
excess of such amount  during the current  fiscal  year.  Except as set forth in
EXHIBIT 2.30, the Company has not, since the Financial  Statement Date, and will
not  prior  to the  Closing  Date,  increase  or  commit  to  increase  the base
compensation,  commission  bonus or the rate (or any other  component)  of total
compensation  payable  or to  become  payable  by the  Company  to any  employee
(including  any director or  officer),  whether such person is listed on EXHIBIT
2.30 or not,  and no  extraordinary  compensation  or bonus  will be paid by the
Company.

     2.31 [RESERVED]

     2.32  DISCLOSURE  OF CHANGES.  Seller will  promptly  notify  Purchaser  in
writing of: (a) the  commencement  or threat of any threatened  lawsuit or claim
against any  Shareholder or affecting the Company,  the operation and conduct of
the Business or its  prospects or  challenging  the validity or propriety of, or
seeking  to  enjoin  or to set  aside the  transactions  contemplated  by,  this
Agreement;  (b) any  adverse  change  in the  financial  condition  of Seller or
Seller's  Business;  or (c) any change in any  representations  or warranties of

                                       13
<PAGE>
Seller  set forth in this  Agreement  or in any  Exhibit,  certificate  or other
documents delivered to Purchaser by Seller pursuant to this Agreement.

ARTICLE 3: REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Purchaser hereby represents and warrants to Shareholder, as follows:

     3.1 CORPORATE ORGANIZATION, ETC. Purchaser is a corporation duly organized,
validly  existing and in good  standing  under the laws of the state of Delaware
and will be qualified to do business in Colorado on the Closing Date.

     3.2  CAPITALIZATION.  As of the  date  of  this  Agreement,  Purchaser  has
authorized  capital stock  consisting of Fifty  Million  (50,000,000)  shares of
common stock,  par value $.01 per share,  and Fifty Thousand  (50,000) shares of
preferred stock, par value $100.00 per share.

     3.3 AUTHORIZATION, ETC. Purchaser has full corporate power and authority to
enter into this Agreement and to carry out the transactions contemplated hereby.
The Board of  Directors of  Purchaser  has duly  authorized  the  execution  and
delivery of this  Agreement and the  transactions  contemplated  hereby,  and no
other  corporate  proceedings  on its part will be necessary  to authorize  this
Agreement and the transactions  contemplated hereby. In addition, when issued in
accordance with the terms hereof,  all of the Closing Stock and Additional Stock
will be duly authorized, validly issued, fully paid and non-assessable.

     3.4  NO  VIOLATION.  Upon  fulfillment  of all  of  Purchaser's  conditions
precedent  described in Article VII below,  Purchaser  will not be subject to or
obligated under any certificate of incorporation, bylaw, Law or any agreement or
instrument,  or any  license,  franchise  or permit,  which would be breached or
violated by its execution, delivery or performance of this Agreement.  Purchaser
will comply with all Known Laws in connection  with its execution,  delivery and
performance of this Agreement and the transactions contemplated hereby.

     3.5  GOVERNMENTAL  AUTHORITIES.  Upon  fulfillment  of all  of  Purchaser's
conditions  precedent  described  in Article  VII below,  Purchaser  will not be
required  to submit any notice,  report or other  filing  with,  and no consent,
approval  or  authorization  is  required  by, any  governmental  or  regulatory
authority in connection with Purchaser's execution or delivery of this Agreement
or  the  consummation  of  the  transactions  contemplated  hereby,  except  any
necessary securities regulatory filings and/or notices.

     3.6. NOTE AND SECURITY DOCUMENTS.  The Note and the assumption by Purchaser
of the Existing Loan and the Security  Agreement  and any  Financing  Statements
executed in connection  therewith are valid and have been duly authorized to and
are binding on Purchaser and enforceable  against Purchaser,  in accordance with
their respective terms.

     3.7 REGISTRATION  RIGHTS  AGREEMENT.  The Registration  Rights Agreement is
valid and has been duly authorized and is binding upon Purchaser and enforceable
against Purchaser, in accordance with its terms.

     3.8 BORROWINGS.  There is no current uncured monetary defaults under any of
Purchaser's loan obligations for borrowed monies,  whether to U.S. Bank National
Association ("U.S. Bancorp") or to any other person or entity, and Purchaser has
not received notice of any uncured  non-monetary  default  thereunder which have
not been, to Purchaser's Knowledge, satisfactorily cured.

                                       14
<PAGE>
     3.9 EMPLOYMENT  AGREEMENTS.  The Employment  Agreements (as herein defined)
have been duly authorized and are binding upon Purchaser and enforceable against
Purchaser, in accordance with their respective terms.

ARTICLE 4: COVENANTS OF SELLER.

     Except as otherwise consented to or approved by Purchaser in writing,  from
the date of execution hereof until the Closing, Seller covenants and agrees (and
Shareholders will cause the Company to act or refrain from acting where required
hereinafter) as follows:

     4.1 REGULAR COURSE OF BUSINESS.  The Company will: (i) operate its Business
in the  ordinary  course,  diligently  and in good faith,  consistent  with past
management  practices;  (ii) maintain all of its properties in customary repair,
order and condition,  reasonable wear and tear excepted;  (iii) maintain (except
for expiration due to lapse of time) all leases and contracts  described  herein
in effect without change except as expressly  provided herein;  (iv) comply with
the  provisions of all Laws  applicable to the conduct of its Business;  (v) not
engage in any  significant  or unusual  transaction;  (vi) not cancel,  release,
waive or  compromise  any debt,  claim or right in its  favor  having a value in
excess  of  $500.00  other  than  in  connection  with  returns  for  credit  or
replacement in the ordinary  course of business;  and (vii)  maintain  insurance
coverage up to the Closing Date in current amounts.

     4.2  AMENDMENTS.  Except as required for the  transactions  contemplated in
this Agreement,  no change or amendment shall be made in the Company's  articles
or certificate of  incorporation  or bylaws.  The Company will not merge into or
consolidate with any other corporation or person, or change the character of its
Business.

     4.3 CAPITAL CHANGES.  The Company will not: (i) issue or sell any shares of
its capital stock of any class or issue or sell any securities convertible into,
or options,  warrants to purchase or rights to  subscribe  to, any shares of its
capital stock of any class; or (ii) directly or indirectly,  redeem, purchase or
otherwise acquire any shares of its capital stock.

     4.4  DIVIDENDS;  BONUSES.  Except as set  forth in  EXHIBIT  4.4,  prior to
Closing, the Company will not declare, pay or set aside for payment any dividend
or other distribution in respect of its capital stock. The Company will not pay,
set aside, accrue, agree to or become liable in any manner for any bonus, of any
nature or type, to Seller or to any employee or officer of the Company.

     4.5 CAPITAL AND OTHER  EXPENDITURES.  The Company will not make any capital
expenditures,  or  commitments  with  respect  thereto,  except  as set forth in
EXHIBIT  2.25.  The Company will not prepay any debt or  obligation  (except for
prepaying  trade  accounts  payable in the  normal  course of  business  to take
advantage of cash discounts).

     4.6  BORROWING.  The Company will not: (i) incur,  assume or guarantee  any
indebtedness or capital leases; or (ii) create or permit to become effective any
mortgage,  pledge, lien, encumbrance or charge of any kind upon its Assets other
than in the ordinary course of business.

                                       15
<PAGE>
     4.7 OTHER COMMITMENTS. Except in the ordinary course of business consistent
with past practices which do not, in the aggregate  exceed $5,000.00 in total or
with the  written  consent of  Purchaser,  the  Company  will not enter into any
transaction make any commitment or incur any obligation.

     4.8  INTERIM  FINANCIAL  INFORMATION.  Seller will  supply  Purchaser  with
unaudited monthly financial statements of the Company within 10 business days of
the end of each  month  ending  between  the  Financial  Statement  Date and the
Closing Date certified by the Company's President and Chief Financial Officer as
having been prepared in accordance  with  procedures  employed by the Company in
preparing  prior monthly  financial  statements.  All such financial  statements
shall be  accompanied  by a certificate  of the  President  and Chief  Financial
Officer of the Company  certifying that such financial  statements were prepared
in accordance with accounting  principles applied on a basis consistent with the
unaudited  financial  statements  for the  preceding  months and such  unaudited
statements   include  all  adjustments  (all  of  which  were  normal  recurring
adjustments)  necessary to fairly  present the  financial  position,  results of
operations and changes in financial position at and for such period.  Within two
(2) business days prior to the Closing Date,  the Company will supply  Purchaser
with the Closing  Balance  Sheet which will then be  administered  in accordance
with the terms hereof.

     4.9 FULL ACCESS AND DISCLOSURE.

          (a) The Company shall afford to Purchaser and its counsel, accountants
and  other  authorized  representatives  access  during  business  hours  to the
Company's plants, properties, books and records in order that Purchaser may have
full  opportunity to make such reasonable  investigations  as it shall desire to
make of the affairs of the Company and the Company  will cause its  officers and
employees to furnish such  additional  financial  and  operating  data and other
information as Purchaser shall from time to time reasonably request.

          (b) From time to time prior to the  Closing  Date,  the  Company  will
promptly  supplement  or amend in writing  information  previously  delivered to
Purchaser with respect to any matter  hereafter  arising  which,  if existing or
occurring  at the date of this  Agreement,  would have been  required  to be set
forth or disclosed.

     4.10 CONSENTS.  The Company will use all necessary means at its disposal to
obtain  on  or  prior  to  the  Closing  Date  all  consents  necessary  to  the
consummation of the transactions contemplated hereby.

     4.11 BREACH OF AGREEMENT.  Neither  Shareholders  nor the Company will take
any action which, if taken prior to the Closing Date,  would constitute a breach
of this Agreement.

     4.12 FURTHER  ASSURANCES.  The Company,  Shareholders  and Seller's counsel
will  furnish  Purchaser  with such other and further  documents,  certificates,
opinions,  consents and  information as Purchaser  shall  reasonably  request to
enable  Purchaser  to  borrow  funds  from a bank or  other  lending  entity  or
individual(s) for the purchase of the Assets and to evidence compliance with the
terms  and  conditions  of any  credit  agreement  to be  entered  into  between
Purchaser and a bank and/or other lending entities or individuals.

     4.13 FULFILLMENT OF CONDITIONS.  Shareholders and the Company will take all
commercially reasonable steps necessary or desirable, and proceed diligently and
in good  faith,  to satisfy  each  condition  to the  obligations  of  Purchaser
contained  in this  Agreement  and will not take or fail to take any action that
could  reasonably  be  expected  to  result  in the  nonfulfillment  of any such
condition.

                                       16
<PAGE>
ARTICLE 5: COVENANTS OF PURCHASER

     Purchaser hereby covenants and agrees with Seller that:

     5.1 CONFIDENTIALITY.  In accordance with the general provisions of SECTIONS
12.9 AND 12.10 below, Purchaser will hold in confidence all information received
by  Purchaser  from Seller or the Company in  connection  with the  transactions
contemplated hereby, except as may be required by applicable law or as otherwise
contemplated herein.

     5.2 BOOKS AND RECORDS.  Purchaser  shall  preserve  and keep the  Company's
books and records  delivered  hereunder for a period of three (3) years from the
date hereof and shall, during such period, make such books and records available
to former officers and directors of the Company for any reasonable purpose.

ARTICLE 6: OTHER AGREEMENTS

     Purchaser and Seller covenant and agree that:

     6.1  AGREEMENT  TO DEFEND.  In the event any action,  suit,  proceeding  or
investigation  of the nature  specified  herein is commenced,  whether before or
after the Closing Date, all parties hereto agree to cooperate and use their best
efforts to defend  against the  allegations  made therein and to respond to such
allegations  in such a manner so as to  reasonably  advance the interests of the
Parties in endeavoring to Close to the transactions contemplated hereby.

     6.2 CONSULTANTS;  BROKERS AND FINDERS.  Seller represents and warrants that
Seller has not retained any consultant,  broker or finder in connection with the
transactions contemplated by this Agreement.  Purchaser represents and warrants,
except for Stifel, Nicolaus & Company, which Purchaser shall compensate pursuant
to separate agreement, that it has not retained any consultant, broker or finder
in connection with the transactions  contemplated by this Agreement.  Seller and
Purchaser  each hereby agree to  indemnify,  defend and hold the other party and
its officers, directors, employees and Affiliates, harmless from and against any
and all claims,  liabilities or expenses for any brokerage fees,  commissions or
finders'  fees  due  to  any  consultant,  broker  or  finder  retained  by  the
indemnifying party.

     6.3  NONCOMPETITION  AGREEMENT.  At the Closing,  Purchaser and Maggios (as
herein defined) will enter into a Noncompetition  Agreement in substantially the
form attached to their respective  Employment  Agreements  (described in SECTION
6.6 below).

     6.4 TAXES.  Seller and  Shareholders  shall be jointly and severally liable
and  indemnify  Purchaser  and the  Company  for all Taxes of the Company to the
extent  such  Taxes are not  adequately  provided  for as  current  Taxes on the
Closing  Balance Sheet:  (i) for taxable periods ending on or before the Closing
Date;  and (ii) for any period not ending on or before the Closing Date, for the
portion of any Taxes attributable to the period ending on the Closing Date.

     6.5  ESCROW  AGREEMENT.   Purchaser,  Seller  and  a  reasonably  reputable
financial  or other  institution  selected  by  Purchaser  and not  unreasonably
objected to by Seller,  as escrow agent,  will enter into an Escrow Agreement in
substantially the form set forth in EXHIBIT 6.5.

                                       17
<PAGE>
     6.6  EMPLOYMENT  AGREEMENTS.  Subject to the terms and  conditions  of this
Agreement, at the Closing,  Purchaser or its designee, on the one hand, and Mark
C. Maggio and John F. Maggio (collectively,  the "Maggios"),  on the other hand,
shall  execute  and  deliver  to each  other two (2)  original  counterparts  of
Employment Agreements (herein so called), each of which shall be dated as of the
Closing Date and in form and content  identical to EXHIBITS 6.6-A AND 6.6-B. The
Employment  Agreements  shall provide for such persons'  respective  employments
with the  Company  for an initial  two (2) year term  commencing  on the Closing
Date,  at a annual  salary of Ninety  Thousand and No/100  Dollars  ($90,000.00)
each.

     6.7 CONCERNING  BOULDER NATURAL FOODS. The Company represents that Frank P.
Maggio ("Foods  Shareholder")  presently  holds all of the  outstanding  capital
stock of a Colorado  corporation  styled "Boulder Natural Foods, Inc." ("Boulder
Foods").  The Company  further  represents that the sole assets of Boulder Foods
consist of certain domain names and trademarks/trade  names/service  marks/other
similar intellectual property (collectively, "Foods Assets"), that Boulder Foods
owns all of the Foods  Assets free and clear of any claims of any third  parties
and that Boulder  Foods has no other  liabilities  (fixed or  contingent)  which
would affect any of the Foods Assets or Boulder Foods itself. At the Closing and
for the consideration of One Thousand Dollars ($1,000.00), the Foods Shareholder
shall transfer,  by instrument  satisfactory to Purchaser  ("Boulder Foods Stock
Transfer  Document"),  all of the capital  stock of Boulder  Foods to  Purchaser
(and/or to its designee).  The Company and the  Shareholders  shall execute such
further documents as may be reasonably necessary or desirable in order to assure
Purchaser  that  Purchaser  (and/or its designee)  will have clear title to such
capital stock and thereby  obtain,  directly or  indirectly,  clear title to the
Foods Assets.

ARTICLE 7: CONDITIONS TO THE OBLIGATIONS OF PURCHASER

     Each and every  obligation  of  Purchaser  under  this  Agreement  shall be
subject to the  satisfaction,  on or before  the  Closing  Date,  of each of the
following conditions unless waived in writing by Purchaser:

     7.1  REPRESENTATIONS AND WARRANTIES;  PERFORMANCE.  The representations and
warranties  made by Seller  herein shall be true and correct on the date of this
Agreement  and on the  Closing  Date with the same effect as though made on such
date;  Seller shall have performed and complied with all  agreements,  covenants
and  conditions  required by this Agreement to be performed and complied with by
Seller prior to the Closing Date;  Seller shall have,  and shall have caused the
President  and Chief  Financial  Officer of the  Company to have,  delivered  to
Purchaser a certificate,  dated the Closing Date, in the form designated EXHIBIT
7.1 hereto,  certifying  to such matters and the other  conditions  contained in
this Article VII.

     7.2 CONSENTS AND APPROVALS. All consents from, and filings with, regulators
and governmental  agencies required to consummate the transactions  contemplated
hereby,  or which,  either  individually  or in the aggregate,  if not obtained,
would  cause an adverse  effect on the  financial  condition  or Business of the
Company shall have been obtained and delivered to Purchaser.

     7.3 OPINION OF SELLER'S  COUNSEL.  Purchaser shall have received an opinion
of Shareholders' and the Company's independent counsel,  dated the Closing Date,
to the following effect:

          (a) The Company is a Colorado  corporation,  duly  organized,  validly
existing  and in good  standing  in each  jurisdiction  where the conduct of its
Business  would so require and has the requisite  corporate  power and corporate
authority:  (a) to own,  lease and operate its  properties;  (b) to carry on its
Business in the places  where and in the manner in which it is  presently  being
conducted;  and (c) to  consummate  the  transactions  contemplated  by,  and to
perform its obligations  under,  this  Agreement.  The execution and delivery of

                                       18
<PAGE>
this Agreement,  the consummation of the  transactions  contemplated by, and the
performance of the obligations  under,  this Agreement have been duly authorized
by the Company and no other corporate proceedings on the part of the Company are
necessary in connection therewith.

          (b) Although  acknowledging  that  Colorado law does not apply to this
Agreement  or to  any of the  documents  described  herein,  but  assuming  that
Colorado law governed this  Agreement and said other  documents,  this Agreement
would  constitute,  and each other  agreement or  instrument  to be executed and
delivered  by  Shareholders  and  the  Company  pursuant  to the  terms  of this
Agreement  would  constitute,   a  legal,   valid  and  binding   obligation  of
Shareholders   and/or  the  Company,   as   appropriate,   enforceable   against
Shareholders  and/or the Company in accordance with their respective  terms, and
when the Assignment Documents (as defined below) are executed,  delivered and/or
recorded  and/or filed,  as  appropriate,  title to the Assets will be vested in
Purchaser free and clear of all liens and encumbrances.

          (c) [RESERVED]

          (d)  Neither  the  execution   and  delivery  of  this   Agreement  by
Shareholders  and/or  the  Company  nor  the  consummation  of the  transactions
contemplated   by,  nor  the  performance  of  Shareholders'  or  the  Company's
obligations  under,  this  Agreement  will:  (a) violate any  provisions  of the
Company's  Articles of Incorporation or Bylaws;  (b) violate any statute,  code,
ordinance,   rule  or  regulation  of  the  State  of  Colorado   applicable  to
Shareholders,  the  Company  or the  operation  and  conduct  of  the  Company's
Business;  (c) to said counsel's knowledge,  violate any judgment,  order, writ,
decree,  injunction or award of any court, arbitrator,  mediator,  government or
governmental  agency or  instrumentality to which any Shareholder or Seller is a
party or by which any Shareholder or the Company or any of the Company's  Assets
are bound;  (d) to said counsel's  knowledge,  violate,  breach,  conflict with,
constitute a default  under,  result in the  termination  of or  accelerate  the
performance required by, any of the terms, conditions or provisions of any note,
bond, mortgage,  indenture,  deed of trust, license,  lease,  agreement or other
instrument or obligation to which any  Shareholder  or the Company is a party or
by which any Shareholder,  the Company or any of the Company's Assets are bound;
or (e) result in the creation of any lien,  security  interest,  charge or other
encumbrance upon any of the Assets.

          (e) To said  counsel's  knowledge,  there is no pending or  threatened
litigation or other legal  proceeding  against any  Shareholder,  the Company or
affecting  any of the  Company's  Assets  or the  operation  or  conduct  of the
Company's  Business or  challenging  the  validity or propriety of or seeking to
enjoin or to set aside the transactions contemplated by this Agreement.

          (f) No consent, approval,  authorization or other action by, or filing
with, any federal,  state or local  governmental  agency or  instrumentality  is
required in connection with the execution and delivery by  Shareholders  and the
Company of this  Agreement,  the  consummation by Shareholders or the Company of
the transactions contemplated by, or the performance of Shareholders' and/or the
Company's obligations under, this Agreement.

          (g) Boulder Foods is a Colorado corporation,  duly organized,  validly
existing and in good  standing.  The sole  Shareholder  of Boulder  Foods is the
Foods  Shareholder.  The Boulder Foods Stock Transfer Document is in proper form
under Colorado law to transfer, and, when properly executed and delivered,  will
transfer, all of the capital stock of Boulder Foods to Purchaser.

     7.4 NO ADVERSE  CHANGE.  There shall have been no adverse  change since the
Financial  Statement  Date  in the  Business,  prospects,  financial  condition,
earnings or operations of the Company.  However, approval of the Closing Balance

                                       19
<PAGE>
Sheet by Purchaser  shall be deemed a waiver by Purchaser of any adverse changes
since the  Financial  Statement  Date which are fully  reflected  in the Closing
Balance  Sheet,  but  the  Purchase  Price  shall  nonetheless  be  adjusted  in
accordance with the terms of SECTION 1.3(E) above if the Adjusted Asset Value is
less than zero.

     7.5 NO PROCEEDING OR LITIGATION.  No action,  suit or proceeding before any
court or any  governmental or regulatory  authority shall have been commenced or
threatened,  and no investigation  by any  governmental or regulatory  authority
shall have been commenced or threatened  against any  Shareholder,  the Company,
Purchaser or any of their respective  principals,  officers or directors seeking
to  restrain,   prevent  or  change  the  transactions  contemplated  hereby  or
questioning  the  validity or legality  of any of such  transactions  or seeking
damages in connection with any of such transactions.

     7.6 REVIEW. A full due diligence review of Business of the Company shall be
completed by Purchaser,  its legal counsel, its outside  consultants,  or others
appointed by  Purchaser.  Purchaser  shall be satisfied in its sole and absolute
discretion  with the results of its due diligence  review of the Company and its
Business  operations,  prospects and Assets.  Purchaser  shall bear the costs of
this review.

     7.7 OTHER  DOCUMENTS.  Seller will  furnish  Purchaser  with such other and
further documents and certificates of its officers and others as Purchaser shall
reasonably request to evidence  compliance with the conditions set forth in this
Agreement.

     7.8 OTHER  AGREEMENTS.  The  Agreements  described in Article VI shall have
been entered into and delivered.

     7.9 WITHHOLDING  CERTIFICATE.  Purchaser shall have received from Seller an
executed withholding certificate in the form attached hereto as EXHIBIT 7.9.

     7.10 [RESERVED].

     7.11 APPROVAL OF CLOSING  BALANCE SHEET.  Purchaser shall have approved the
Closing Balance Sheet in accordance with the terms of SECTION 2.7 above.

     7.12 FAILURE OF CONDITIONS.  Seller agrees to use  commercially  reasonable
efforts to satisfy the  conditions  set forth in this  Article VII to the extent
the same are  applicable  to Seller.  If Seller  should be unable to satisfy any
such condition or conditions set forth in this Article VII,  Seller shall notify
Purchaser,  and Purchaser,  by written notice to Seller to be given prior to the
Closing,  shall either:  (i) waive such  condition or conditions  and proceed to
close;  or (ii)  cancel  this  Agreement.  If  Purchaser  elects to cancel  this
Agreement pursuant to the foregoing provisions,  and the failure of condition is
not due to Seller's breach hereunder, the provisions of the Production Agreement
(as  herein  defined)  shall  continue  to be  effective,  Purchaser  shall have
returned to it all other documents Purchaser either deposited with, or delivered
to,  Seller  and  thereupon  this  Agreement  shall be deemed  null and void and
neither  party  shall  have any  further  obligation  or  liability  under  this
Agreement,  except  as  otherwise  expressly  provided  in  this  Agreement.  If
Purchaser's cancellation is due to Seller's breach hereunder, and the balance of
the provisions of the immediately preceding sentence shall also be in full force
and effect without Purchaser, however, waiving any rights it may have on account
of Seller's breach hereunder pursuant to SECTION 9.4 below.

                                       20
<PAGE>
ARTICLE 8: CONDITIONS TO THE OBLIGATIONS OF SELLER

     Each and every  obligation of Seller under this Agreement  shall be subject
to the  satisfaction  on or before the Closing  Date,  of each of the  following
conditions unless waived in writing by Seller:

     8.1  REPRESENTATIONS AND WARRANTIES;  PERFORMANCE.  The representations and
warranties  made by  Purchaser  herein  shall be true and correct on the date of
this  Agreement  and on the Closing  Date with the same effect as though made on
such date;  Purchaser  shall have  performed and complied  with all  agreements,
covenants and conditions required by this Agreement to be performed and complied
with by it prior to the Closing  Date;  and  Purchaser  shall have  delivered to
Seller  a  certificate  of  a  responsible  officer,  dated  the  Closing  Date,
certifying to the  fulfillment of the  conditions set forth herein,  in the form
designated  as EXHIBIT 8.1 and the other  conditions  contained  in this Article
VIII.

     8.2 NO PROCEEDING OR LITIGATION.  No action,  suit or proceeding before any
court or any governmental or regulatory authority shall have been commenced,  or
threatened,  and no investigation  by any  governmental or regulatory  authority
shall have been  commenced,  or  threatened,  against  the  Company,  Purchaser,
Shareholders,  or any of their  respective  principals,  officers or  directors,
seeking to restrain,  prevent or change the transactions  contemplated hereby or
questioning  the  validity or legality  of any of such  transactions  or seeking
damages in connection with any such transactions.

     8.3 OPINION OF COUNSEL. Seller shall have received an opinion of counsel to
Purchaser dated the Closing Date to the following effect:

          (a)  Purchaser  is a Delaware  corporation,  duly  organized,  validly
existing,  in good standing and has the requisite  corporate power and corporate
authority to consummate  the  transactions  contemplated  by, and to perform its
obligations under, this Agreement. The execution and delivery of this Agreement,
the consummation of the transactions contemplated by, and the performance of the
obligations  under,  this  Agreement  have been  duly  authorized  by  requisite
corporate action on the part of Purchaser.

          (b) This Agreement  constitutes a legal,  valid and binding obligation
of Purchaser,  enforceable  against  Purchaser in accordance with its terms. The
Employment   Agreements,   the  Note,  the  Security  Agreement  (together  with
associated Financing Statements), the Registration Rights Agreement, the Closing
Stock and the  assumption  by Purchaser of the Existing Loan  constitute  legal,
valid and binding  obligations of Purchaser,  enforceable  against  Purchaser in
accordance with their respective terms;  provided that, as to the Closing Stock,
counsel need not render any securities law opinion.

          (c) Neither the execution and delivery of this  Agreement by Purchaser
nor the consummation of the transactions contemplated by, nor the performance of
Purchaser's  obligations  under, this Agreement will: (a) violate any provisions
of the  Articles  or  Bylaws  of  Purchaser;  (b)  violate  any  statute,  code,
ordinance,  rule or regulation of the State of Arizona  applicable to Purchaser;
(c) to said counsel's  knowledge,  violate any judgment,  order,  writ,  decree,
injunction  or  award  of  any  court,  arbitrator,   mediator,   government  or
governmental agency or instrumentality to which Purchaser is a party or by which
Purchaser  is  bound;  and (d) to said  counsel's  knowledge,  violate,  breach,
conflict  with,  constitute a default  under,  result in the  termination  of or
accelerate  the  performance  required  by,  any of  the  terms,  conditions  or
provisions  of any note,  bond,  mortgage,  indenture,  deed of trust,  license,
lease, agreement or other instrument or obligation to which Purchaser is a party
or by which Purchaser is bound.

          (d) To said  counsel's  knowledge,  there is no pending or  threatened
litigation  or other legal  proceeding  against  Purchaser  or  challenging  the
validity or propriety  of or seeking to enjoin or to set aside the  transactions
contemplated  by this  Agreement,  except  as set  forth in  Purchaser's  public
filings, reports and/or announcements and in so-called "audit letters" from such

                                       21
<PAGE>
counsel to  auditors of  Purchaser,  the  content of which  letters  need not be
disclosed to Seller.

          (e) No consent, approval,  authorization or other action by, or filing
with, any federal,  state or local  governmental  agency or  instrumentality  is
required in  connection  with the  execution  and  delivery by Purchaser of this
Agreement, the consummation by Purchaser of the transactions contemplated by, or
the performance of Purchaser's  obligations  under,  this  Agreement;  provided,
however,  that  counsel  need not  opine to  securities  issues  or to issues of
Colorado law, but only to Arizona law and Delaware corporate law.

     8.4 PAYMENT.  The  payment(s)  required at Closing and described in SECTION
1.2 shall have been made.

     8.5  OTHER  DOCUMENTS.  Purchaser  will  furnish  Seller  with  such  other
documents and certificates to evidence  compliance with the conditions set forth
in this Article as may be reasonably requested by Seller.

     8.6 OTHER  AGREEMENTS.  The  agreements  described in Article VI shall have
been entered into and delivered.

     8.7 FAILURE OF CONDITION.  Purchaser  agrees to use  reasonable  commercial
efforts to satisfy the  conditions  set forth in this  Article 8  applicable  to
Purchaser.  If  Purchaser  should be unable to  satisfy  any such  condition  or
conditions  set forth in this  Article 8,  Purchaser  shall notify  Seller,  and
Seller,  by written notice to Purchaser to be given prior to the Closing,  shall
either:  (i) waive such  condition or conditions  and proceed to close;  or (ii)
cancel this Agreement. If Seller elects to cancel this Agreement pursuant to the
foregoing  provisions  of this  Article  8,  the  provisions  of the  Production
Agreement shall continue to be effective,  and thereupon this Agreement shall be
deemed null and void and neither  party  shall have any  further  obligation  or
liability under this Agreement,  except as otherwise  expressly provided in this
Agreement.

ARTICLE 9: CLOSING

     9.1 CLOSING.  Unless this Agreement shall have been terminated or abandoned
pursuant to the provisions of Article X hereof,  a closing (the "Closing") shall
be held on June 8, 2000,  or on such other date (the  "Closing  Date")  mutually
agreed upon at such place or places as Purchaser shall designate.

     9.2 DELIVERIES AT CLOSING.

          (a) At the Closing  Seller shall  transfer and assign to Purchaser all
of the  Assets by  delivering  a Bill of Sale,  an  Assignment  of Leases (or an
appropriate  instrument of  assignment/sublease  as Purchaser shall  determine),
together  with  the  associated  consent  of  the  landlord,  an  Assignment  of
Intangible  Property  Rights,  filable and/or  recordable  assignments of all of
Seller's  Intellectual  Property Rights, if any, an Assumption Agreement in form
and substance reasonably satisfactory to the parties, and also executed by Poore
Brothers,  dealing with the Existing Loan  (together  with the  Promissory  Note
evidencing  same)  and  the  Assumed   Liabilities,   and  such  other  transfer
documentation  as may be requested by Purchaser or its counsel,  all in form and
substance satisfactory to Purchaser and its counsel  (collectively,  "Assignment
Documents"), and the cash consideration,  the note(s), and the other agreements,
certifications  and  other  documents  required  to be  executed  and  delivered
hereunder at the Closing shall be duly and validly executed and delivered.

                                       22
<PAGE>
          (b) From time to time after the  Closing at  Purchaser's  request  and
without further  consideration from Purchaser,  Seller shall execute and deliver
such other  instruments of conveyance and transfer and take such other action as
Purchaser  reasonably  may require to convey,  transfer to and vest in Purchaser
and to  put  Purchaser  in  possession  of  the  Assets  to be  sold,  conveyed,
transferred and delivered  hereunder.  Seller shall also,  contemporaneous  with
Closing,  change its name to a name reasonably approved by Purchaser and consent
to Purchaser (and/or Purchaser's  designee) utilizing Seller's present corporate
name  and/or any  reasonable  variants  thereof,  executing  such  documents  of
assignment of such name and variants as may be requested by Purchaser, and shall
also cause Boulder Foods to deliver  resignations  of its Officers and Directors
as Purchaser may determine.

     9.3 LEGAL ACTIONS.  If, prior to the Closing Date, any action or proceeding
shall have been  instituted by any third party before any court or  governmental
agency to  restrain  or  prohibit  this  Agreement  or the  consummation  of the
transactions  contemplated  herein, the Closing shall be adjourned at the option
of any party  hereto for a period of up to 120 days.  If, at the end of such 120
day period, the action or proceeding shall not have been favorably resolved, any
party  hereto  may,  by written  notice  thereof to the other  party or parties,
terminate its obligation hereunder.

     9.4 REMEDIES PRIOR TO OR ON CLOSING.

          (a) REMEDIES OF PURCHASER PRIOR TO OR ON CLOSING.  In the event of any
breach or default  of any  warranty,  covenant,  agreement,  condition  or other
obligation of Seller or any Shareholder  under this Agreement,  Purchaser may at
its option, terminate this Agreement by delivering written notice of termination
to  Seller on or  before  the  Closing  Date.  The  notice  shall  specify  with
particularity   the   breach  or   default   on  which  the   notice  is  based.
Notwithstanding  the  foregoing,  the  parties  acknowledge  that the Assets are
unique  and  that,  in the  event  of a  breach  or  default  by  Seller  or any
Shareholder under this Agreement, it would be extremely impracticable to measure
monetary  damages and such damages would be an inadequate  remedy for Purchaser.
Therefore,  in the event of any such  breach or default,  Purchaser  may, at its
option, sue for specific  performance.  Purchaser's other option in the event of
breach by Seller or any Shareholder under this Agreement,  but only in the event
that specific  performance is unavailable  for any reason,  shall be to bring an
action  against  Seller  and the  affected  Shareholder(s),  if any,  to recover
Purchaser's  reasonable  attorneys'  fees,  together  with all other  reasonable
expenses  incurred,  expended  and/or paid by Purchaser in  connection  with the
transactions  contemplated by this  Agreement,  including,  without  limitation,
financing costs,  investigation costs, travel costs,  reimbursement for experts'
fees and other fees.

          (b)  REMEDIES OF SELLER  PRIOR TO OR ON  CLOSING.  In the event of any
breach or default  of any  warranty,  covenant,  agreement,  condition  or other
obligation of Purchaser under this Agreement, Seller's sole and exclusive remedy
shall be to terminate this Agreement by delivering written notice of termination
to  Purchaser  on or before the Closing  Date.  The notice  shall  specify  with
particularity the breach or default on which the notice is based.

          (c)  TERMINATION.  In the event of  termination  of this  Agreement by
either Purchaser or Seller as provided in this SECTION 9.4, this Agreement shall
become null and void,  other than SECTION  9.4(A)  above,  which shall remain in
full force and effect.  Upon termination,  Purchaser shall deliver to Seller and
Seller shall  deliver to Purchaser  any and all  documentation  provided by each
party to the other pursuant to the terms of this Agreement.

                                       23
<PAGE>
ARTICLE 10: TERMINATION AND ABANDONMENT

     10.1 METHODS OF  TERMINATION.  This  Agreement  may be  terminated  and the
transactions  herein  contemplated may be abandoned at any time prior to Closing
(notwithstanding approval by the Board of Directors of Purchaser):

          (a) by mutual consent of Purchaser and Seller; or

          (b) by either Purchaser or Seller,  if (i) such party is not in breach
hereunder and the other party is in breach  hereunder and (ii) this Agreement is
not consummated on or before the Closing Date, including extensions.

     10.2  PROCEDURE  UPON   TERMINATION.   In  the  event  of  termination  and
abandonment  pursuant to SECTION 10.1 hereof, this Agreement shall terminate and
shall be abandoned, without further action by any of the parties hereto. If this
Agreement is terminated as provided herein:

          (a) each party will upon request  redeliver  all  documents  and other
materials of any other party relating to the transactions  contemplated  hereby,
whether  so  obtained  before  or  after  the  execution  hereof,  to the  party
furnishing the same;

          (b) no party hereto shall have any liability or further  obligation to
any other party to this Agreement; and

          (c) each party shall bear its own expenses.

ARTICLE 11: INDEMNIFICATION

     11.1  INDEMNIFICATION BY SELLER AND SHAREHOLDERS.  Seller and Shareholders,
severally   and  jointly,   agree  to  indemnify   Purchaser  and  each  of  its
shareholders,  officers  and  directors  against  any loss,  damage  or  expense
(including, but not limited to reasonable attorneys' fees) ("Damages"), incurred
or sustained by Purchaser or any of its shareholders, officers or directors as a
result of: (a) any breach of any provision,  covenant or agreement  contained in
this Agreement by Seller or any  Shareholder  other than described in (b) or (c)
below;  (b) any inaccuracy in any of the  representations  or warranties made by
Seller or any Shareholder in Article II of this Agreement to the extent any such
inaccuracy  relates  and  is  attributable  to  events,  actions,   occurrences,
conditions  or  omissions  existing  prior  to the  Closing  Date;  or  (c)  any
inaccuracy  or  misrepresentation  in  any  certificate  or  other  document  or
instrument  delivered  by  Seller  or any  Shareholder  in  accordance  with any
provision of this Agreement.  The right to indemnification  and the liability of
the Company and  Shareholders  as described in this Article XI shall,  except as
specifically provided below, be limited to the Escrowed Stock (as defined in the
Escrow Agreement) and shall be the exclusive remedy of Purchaser with respect to
Damage claims.  The  obligations of Seller and the  Shareholders as set forth in
SECTIONS 11.1(B) and (C) shall be subject to and limited by the following:

          (a) Purchaser shall give written notice to Seller and the Shareholders
stating specifically the basis for the claim for Damages, the amount thereof and
shall  tender  defense  thereof to Seller and the  Shareholders  as  provided in
SECTION 11.2;

          (b) All claims for Damages  shall be payable  from the Poore  Brothers
Securities (as defined in the Escrow  Agreement) in initial Fair Market Value of
$300,000.00.   However,  except  for  damages  arising  out  of  intentional  or
fraudulent: (1) actions; (2) misrepresentations; or (3) breaches, neither Seller

                                       24
<PAGE>
or  any   Shareholder   shall  have  personal   liability  to  pay  any  of  the
indemnification  Damages claimed  hereunder and when the Escrowed Stock is fully
released from Escrow and the Note is paid in full, Purchaser shall have no other
claims for indemnification  Damages against Seller or any Shareholder except for
intentional or fraudulent: (1) actions; (2) misrepresentations; or (3) breaches.
No claim may be made for Damages upon the Poore Brothers  Securities  unless and
until,  in accordance with the terms of the Escrow  Agreement,  all prior claims
made thereunder total at least $20,000.00;

          (c) No claim for Damages by Purchaser  shall be made if Purchaser  has
been compensated without cost to Purchaser; and

          (d) No claim for  Damages  shall be made by  Purchaser  if any loss is
actually recovered by the Purchaser from insurers, or from any third party.

     11.2 TENDER OF DEFENSE FOR DAMAGES. Promptly upon receipt by Purchaser of a
notice of a claim by a third party  which may give rise to a claim for  Damages,
Purchaser shall give written notice thereof to Seller and the  Shareholders.  No
failure or delay of Purchaser in the performance of the foregoing shall relieve,
reduce or  otherwise  affect  Seller's  and the  Shareholders'  obligations  and
liability  to  indemnify  Purchaser  pursuant to this  Agreement,  except to the
extent that such failure or delay shall have adversely affected Seller's and the
Shareholders' ability to defend against such claim for Damages. If Seller or the
Shareholders  give to Purchaser an  agreement in writing,  in a form  reasonably
satisfactory to Purchaser's  counsel,  to defend such claim for Damages,  Seller
and the Shareholders  may, at their sole expense,  undertake the defense against
such claim and may contest or settle such claim on such terms,  at such time and
in such manner as Seller and the Shareholders,  in their sole discretion,  shall
elect and Purchaser  shall execute such  documents and take such steps as may be
reasonably  necessary in the opinion of counsel for Seller and the  Shareholders
to enable Seller and the  Shareholders  to conduct the defense of such claim for
Damages.  If Seller of the  Shareholders  fail or refuse to defend any claim for
Damages,  Seller and the  Shareholders may  nevertheless,  at their own expense,
participate  in the  defense  of  such  claim  by  Purchaser  and in any and all
settlement  negotiations relating thereto. In any and all events, Seller and the
Shareholders  shall  have such  access  to the  records  and files of  Purchaser
relating to any claim for Damages as may be reasonably  necessary to effectively
defend or participate in the defense thereof.

     11.3 [RESERVED]

ARTICLE 12: MISCELLANEOUS PROVISIONS

     12.1 AMENDMENT AND MODIFICATION.  Subject to applicable law, this Agreement
may be amended,  modified and supplemented  only by written  agreement of Seller
and Purchaser.

     12.2  WAIVER  OF  COMPLIANCE;  CONSENTS.  Any  failure  of  Seller  or  the
Shareholders  on the one hand, or  Purchaser,  on the other hand, to comply with
any obligation, covenant, agreement or condition herein may be waived in writing
by Purchaser, or Seller and the Shareholders,  respectively,  but such waiver or
failure  to  insist  upon  strict  compliance  with such  obligation,  covenant,
agreement  or  condition  shall not  operate  as a waiver of, or  estoppel  with
respect to, any subsequent or other failure. Whenever this Agreement requires or
permits consent by or on behalf of any party hereto, such consent shall be given
in  writing  in a manner  consistent  with  the  requirements  for a  waiver  of
compliance as set forth in this Section 12.2.

                                       25
<PAGE>
     12.3  EXPENSES.  Each party will pay its own  legal,  accounting  and other
expenses  incurred  by such  party or on its  behalf  in  connection  with  this
Agreement  and the  transactions  contemplated  herein,  but the  Company's  and
Shareholders' expenses shall not exceed $25,000.00.

     12.4 INVESTIGATIONS; SURVIVAL OF WARRANTIES. The respective representations
and warranties of Seller, the Shareholders and Purchaser  contained herein or in
any  certificates  or other  documents  delivered prior to or at the Closing are
true,  accurate and correct and shall not be deemed waived or otherwise affected
by any  investigation  made by any  party  hereto  or by the  occurrence  of the
Closing.  Each and every such  representation  and warranty  shall survive for a
period of two (2) years from the Closing Date; PROVIDED, HOWEVER, all claims for
Damages  based on  intentional  or  fraudulent  actions,  misrepresentations  or
breaches shall never expire.

     12.5 NOTICES. Any notice, request, consent or communication  (collectively,
a "Notice") under this Agreement shall be effective only if it is in writing and
(i) personally  delivered,  in (ii) sent by certified or registered mail, return
receipt  requested,  postage  prepaid,  (iii)  sent by a  nationally  recognized
overnight  delivery  service,  with delivery service,  or (iv) telecopied,  with
receipt confirmed, addressed as follows:

          (a) If to Seller and the
              Shareholders:        Boulder Potato Company, Inc.
                                   Attn:  Mr. Mark C. Maggio
                                   1898 South Flatiron Court, #120
                                   Boulder, Colorado  80301
                                   Telephone: (303) 546-9939
                                   Facsimile: (303) 546-9133

              With copy to:        Frank Maggio, Esq.
                                   Suite 501, Amcore Financial Plaza
                                   Rockford, Illinois  61104
                                   Telephone: (815) 968-5100
                                   Facsimile: (815) 968-4417

              or  to such other  person or address  as Seller  shall  furnish to
              Purchaser in writing.

          (b) If to Purchaser:     Poore Brothers, Inc.
                                   Attn: Mr. Thomas Freeze
                                   3500 South La Cometa Dr.
                                   Goodyear, Arizona  85338
                                   Telephone: (623) 932-6200
                                   Facsimile: (623) 925-2363

              With a copy to:      Mariscal, Weeks, McIntyre & Friedlander, P.A.
                                   Attn:  Fred C. Fathe, Esq.
                                   2901 North Central Avenue, #200
                                   Phoenix, Arizona  85012
                                   Telephone: (602) 285-5000
                                   Telecopier: (602) 285-5100

                                       26
<PAGE>
              or such  other  persons or  addresses  as shall be  furnished  in
              writing by any party to the other party.

A Notice  shall be deemed to have been given as of the date when (i)  personally
delivered, (ii) five (5) days after the date when deposited in the United States
mail  properly  addressed,  (iii) when  receipt of a Notice sent by an overnight
delivery service is confirmed by such overnight  delivery service,  or (iv) when
receipt of the  telecopy is  confirmed,  as the case may be,  unless the sending
party has  actual  Knowledge  that a Notice  was not  received  by the  intended
recipient.

     12.6 GOVERNING LAW.

          This  Agreement  shall be governed by the laws of the state of Arizona
(regardless of the laws that might otherwise govern under applicable  principles
of  conflicts of law of the state of Arizona) as to all matters  including,  but
not limited to,  matters of  validity,  construction,  effect,  performance  and
remedies.  Sole  jurisdiction and venue for  adjudication of disputes  hereunder
shall be in the Superior  Court for the State of Arizona in and for the Count of
Maricopa,  sitting in Phoenix, Arizona, or in the Federal District Court for the
District of Arizona sitting in Phoenix,  Arizona,  if jurisdiction  shall lie in
that Court.  The Parties  consent to and stipulate  that sole  jurisdiction  and
venue for all disputes  hereunder shall be in either of those Courts.  No action
shall be commenced elsewhere.

     12.7 NEUTRAL INTERPRETATION.  This Agreement constitutes the product of the
negotiation  of  the  parties  hereto  and  the  enforcement   hereof  shall  be
interpreted in a neutral manner,  and not more strongly for or against any party
based upon the source of the drafting hereof.

     12.8 SECURITIES ISSUES.  Seller hereby  acknowledges that Purchaser will be
relying upon exemptions from the registration requirements of the Securities Act
of 1933, as amended (the "1933 Act"),  and the Colorado  Securities  Act and The
Illinois Securities Law of 1953  (collectively,  the "Local Acts") in connection
with  the   issuance  of  the  Closing   Stock  and/or  the   Additional   Stock
(collectively,  the "Stock") to Seller.  In  connection  with  establishing  the
applicability of the above-mentioned exemptions,  Seller represents and warrants
to, and agrees with, Purchaser as follows:

          (a) The Stock is being  acquired by Seller for his, her or its account
for purposes of investment and not "with a view to" the "distribution"  thereof,
as  those  terms  are  used  in the  1933  Act  and the  rules  and  regulations
thereunder.

          (b) Seller  understands and  acknowledges  that the Stock  constitutes
"restricted  securities"  under federal and state securities laws insofar as the
Stock has not been  registered  under the 1933 Act or the securities laws of any
other  jurisdiction,  that the Stock may not be  resold or  transferred  without
compliance with the registration or qualification  provisions of the 1933 Act or
applicable  federal and state securities laws of any state or other jurisdiction
or  an  opinion  of  counsel  that  an  exemption  from  such  registration  and
qualification  requirements  is  available.  Seller  is  familiar  with Rule 144
promulgated  under  the  1933  Act,  as  presently  in  effect,  and the  resale
limitations imposed thereby and by the 1933 Act.

          (c)  Seller   understands   that  any   certificate  or   certificates
representing  the Stock that are  issued by  Purchaser  will bear the  following
legend or a legend similar thereto:

                                       27
<PAGE>
               THE STOCK REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED
               UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR UNDER ANY STATE
               SECURITIES  LAWS.  SUCH STOCK HAS BEEN  ACQUIRED  FOR  INVESTMENT
               PURPOSES  ONLY AND NOT WITH A VIEW TO THE  DISTRIBUTION  THEREOF.
               SUCH  STOCK MAY NOT BE SOLD,  OFFERED  FOR SALE,  TRANSFERRED  OR
               OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
               STATEMENT UNDER SAID ACT AND COMPLIANCE WITH THE  REQUIREMENTS OF
               ANY  APPLICABLE  STATE  SECURITIES  LAWS OR AN OPINION OF COUNSEL
               SATISFACTORY TO THE  CORPORATION  THAT SUCH  REGISTRATION  AND/OR
               COMPLIANCE IS NOT REQUIRED.

          (d) Seller has the requisite knowledge and experience in financial and
business  matters,  including  investments  of  this  type,  to  be  capable  of
evaluating  the merits and risks of an  investment in the Stock and of making an
informed  investment  decision with respect thereto.  Seller is able to (i) bear
the economic  risk of his,  her or its  investment  in the Stock,  (ii) hold the
Stock for an indefinite period of time, and (iii) afford a complete loss of his,
her or its investment.

          (e) Seller has obtained sufficient  information to evaluate the merits
and risks of his,  her or its  acquisition  of the Stock and to make an informed
investment  decision.  Seller has reviewed the recent reports filed by Purchaser
with the Securities and Exchange  Commission pursuant to the Securities Exchange
Act of 1934, as amended,  as well as recent press releases  issued by Purchaser,
and has reviewed such additional documentation and information and has conducted
such research regarding  Purchaser as Seller has deemed prudent and necessary in
connection with the issuance of the Stock to Seller.  Based upon such review and
research,  Seller  believes  that he,  she or it is fully  aware of the  current
condition   (financial  and  otherwise)  and  prospects  of  Purchaser.   Seller
acknowledges  receipt  from  Purchaser  of copies of certain  periodic and other
reports filed by Purchaser  with the Securities  and Exchange  Commission  since
January 1, 2000,  including,  without  limitation,  Purchaser's Annual Report on
Form  10-KSB for the fiscal  year  ended  December  31,  1999,  and  Purchaser's
Quarterly Report on Form 10-QSB for the three-month period ended March 31, 2000.

          (f) All  documents,  records  and other  information  relating  to the
Purchaser that have been requested by the undersigned and that are considered by
the  undersigned  to be  material  in  making  a  decision  to  enter  into  the
transactions contemplated by this Agreement (including,  without limitation, the
receipt  by Seller of the Stock as a portion  of the  consideration  payable  by
Purchaser  pursuant hereto) have been delivered or made available to him, her or
it,  and  Seller's  investment  decision  is  based  upon  his,  her or its  own
investigation  and  analysis  and  not the  representations  or  inducements  of
Purchaser or any party or parties acting on its behalf.

          (g) Seller understands that Purchaser will rely on the representations
contained in this Section 12.8 in  connection  with the issuance of the Stock to
the Seller.

                                       28
<PAGE>
          Purchaser  represents and warrants to, and agrees with, Seller and the
Shareholders as follows:

          (a) None of the Reports  filed by Purchaser  with the  Securities  and
Exchange  Commission ("SEC") contains any misstatement of material fact and none
of said Reports omits any information necessary to make the included information
not materially misleading; and

          (b) Purchaser agrees to make available to Seller and the Shareholders,
at all times  hereafter  and when  required by  applicable  SEC rules,  adequate
current public  information  with respect to the Purchaser within the meaning of
Rule 144 (c) of the 1933 Act.

     12.9  NONDISCLOSURE.  No party will  disclose the  existence or contents of
this  Agreement  or any of  the  discussions  or  communications  regarding  the
transactions  contemplated  by this  Agreement to any third persons  without the
prior written consent of the other party,  except as required by applicable law;
provided, however, that disclosures shall be permitted without the prior written
consent of the other party: (i) to Seller's and Purchaser's respective partners,
directors, shareholders, key employees, attorneys, accountants and lenders; (ii)
to agents and  advisors  of Seller or  Purchaser  who may be  retained to render
services in connection with the transactions contemplated by this Agreement; and
(iii) to all persons from whom  consents,  approvals or amendments  are required
for  the  consummation  of the  transactions  contemplated  by  this  Agreement.
Notwithstanding  the foregoing,  Seller and Shareholders  recognize the "public"
status of Purchaser and any public filings and/or  statements  made or caused to
be made by Purchaser shall be an exception to the foregoing.

     12.10  PUBLICITY.  All  notices to third  parties  and all other  publicity
concerning the  transactions  contemplated  by this  Agreement  shall be jointly
planned and coordinated by and between  Purchaser,  Seller and the Shareholders.
Neither  Purchaser,  on one hand, nor Seller and the Shareholders,  on the other
hand,  shall act  unilaterally in this regard without the prior written approval
of the other party; however, this approval shall not be unreasonably withheld or
delayed.  Notwithstanding the foregoing,  Seller and the Shareholders  recognize
the "public"  status of Purchaser and any public filings and/or  statements made
or caused to be made by Purchaser shall be an exception to the foregoing.

     12.11  ENTIRE  AGREEMENT;  MODIFICATION.  Except as set forth  below,  this
Agreement  constitutes the entire agreement among the parties and supersedes all
prior and  contemporaneous  agreements  and  undertakings  of the  parties  with
respect to its subject  matter,  including,  but not  limited  to, that  certain
Letter  of Intent  between  Purchaser  and  Seller,  dated  February  16,  2000.
Notwithstanding  the foregoing,  that certain  Production  Agreement  (herein so
called), between Purchaser and Seller, dated January 22, 1999, shall survive any
termination  of this Agreement and is  specifically  deemed not to be integrated
herein. Said Production Agreement shall remain a fully binding agreement between
the  parties  in  accordance  with its terms.  No  supplement,  modification  or
amendment of this Agreement shall be binding and enforceable  unless executed in
writing by the parties.

     12.12  EXHIBITS AND RECITALS.  The Exhibits  attached to this Agreement and
the  Recitals  set forth above are hereby  incorporated  into and made a part of
this Agreement. The Article and Section headings contained in this Agreement are
for  reference  purposes  only and shall not  affect in any way the  meaning  or
interpretation  of  this  Agreement.   For  purposes  of  this  Agreement,   any
information disclosed in any Exhibit to this Agreement shall be considered to be
disclosed in all other  Exhibits to the extent that an explicit  cross-reference
to such other Exhibits appears.

                                       29
<PAGE>
     12.13 COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement may be executed in
several  counterparts,  and all so  executed  shall  constitute  one  agreement,
binding on all of the  parties.  The parties  agree that this  Agreement  may be
transmitted  between  them via  facsimile.  The  parties  intend  that the faxed
signatures  constitute original signatures and that a faxed agreement containing
the  signatures  (original  or faxed) of all the  parties  is  binding  upon the
parties.

     12.14  ATTORNEYS'  FEES.  In the event an action or suit is  brought by any
party to enforce  the terms of this  Agreement,  the  prevailing  party shall be
entitled  to the  payment  of its  reasonable  attorneys'  fees  and  costs,  as
determined by the judge of the court.

     12.15  PARTIES IN INTEREST.  Except as expressly  provided in SECTION 12.19
below,  nothing in this  Agreement  is intended to confer upon any person  other
than the  parties,  their  respective  heirs,  representatives,  successors  and
permitted assigns,  any rights or remedies under or by reason of this Agreement,
nor is anything in this Agreement intended to relieve or discharge the liability
of any party,  nor shall any  provision  of this  Agreement  give any entity any
right of subrogation against or action over or against any party.

     Any third party lender to Purchaser in  connection  with the Closing or the
financing of any portion of the Purchase Price ("Lender") shall be a third party
beneficiary of all of the  representations,  warranties and agreements of Seller
and Shareholders  made herein,  Seller and Shareholders  acknowledging  that, in
order to supply part of the  purchase  money  hereunder,  Lender may be making a
loan to Purchaser  secured by, among other  things,  a collateral  assignment of
Purchaser's  interest  hereunder.  Therefore,  if Lender succeeds to Purchaser's
position  hereunder,  Seller and  Shareholders  shall  recognize  Lender for all
purposes hereunder and shall perform the representations,  warranties, covenants
and agreements  herein contained and which survive the Closing to Lender in that
instance.  Seller  and  Shareholders  shall,  from  time to time,  execute  such
documents  as may be  reasonably  requested  by Lender or  Purchaser in order to
evidence such an item including,  without limitation,  estoppel certificates and
recognition agreements.

     12.16  SEVERABILITY.  The invalidity or unenforceability of all or any part
of any  particular  provision  of this  Agreement  shall  not  affect  the other
provisions  hereof and this  Agreement  shall be continued in all respects as if
such invalid or unenforceable provision were omitted.

     12.17 RISK OF LOSS.  Seller shall bear all risk of loss with respect to the
Company's  Assets arising on or prior to the Closing Date. In the event that all
or any part of the Company's Assets are damaged or destroyed by fire, windstorm,
flood or any other  casualty  on or prior to the  Closing  Date  (whether or not
insured),   Seller  shall  immediately   notify  Purchaser  of  such  damage  or
destruction. In such event, Seller and Purchaser agree as follows:

          (a) If the amount of the  casualty  loss is less than Ten Thousand and
No/100 Dollars  ($10,000.00),  the Purchase Price shall be reduced by the amount
of the casualty loss,  and Seller shall retain the right to receive  proceeds of
any insurance policies which cover any such loss.

          (b) If the  amount of the  casualty  loss is Ten  Thousand  and No/100
Dollars  ($10,000.00) or more, Purchaser shall have the option to: (a) terminate
this Agreement by written notice to Seller, in which case the parties shall have
no further obligations under this Agreement; or (b) continue to proceed with the
transactions contemplated by this Agreement. If the Purchaser elects to continue
to proceed with the  transactions  contemplated  under this  Agreement:  (1) all

                                       30
<PAGE>
insurance  proceeds  collectible by reason of such casualty loss shall be deemed
to have been  absolutely  and  irrevocably  assigned  to,  and shall be  payable
directly to, Purchaser;  (2) Seller shall deliver to Purchaser, on or before the
Closing Date, a duly executed assignment of all insurance proceeds,  in form and
substance acceptance to Purchaser; (3) Purchaser shall have the right to conduct
all  settlement  proceedings  with  respect to such  insurance  claims;  and (4)
Purchaser  shall  have the right and  option to extend  the  Closing  Date for a
period of up to sixty (60) days from the date of such casualty loss.

     12.18  FURTHER  DOCUMENTATION.  Each party will  execute and  deliver  such
further  instruments and documents and do such further acts and things as may be
required to carry out the intent and purpose of this Agreement.

     12.19 NOMINATION AND ASSIGNMENT.  Purchaser shall have the ability, without
the  need  to  obtain  the  consent  of  Seller  or any  Shareholder  (as  shall
Purchaser's  assignee or  nominee),  to nominate or assign all or any portion of
Purchaser's  rights under this Agreement to any person and/or entity which is an
Affiliate of Purchaser for any  consideration  deemed acceptable to Purchaser in
its reasonable  discretion.  In the event of such nomination and/or  assignment,
Purchaser  shall not be released from its obligations to issue the Stock and its
obligations  to make payment under the Note (and its attendant  security) and to
assume  certain  obligations  relating  to the  Existing  Loan  and the  Company
hereunder,  and shall cause its nominee/assignee to pay the consideration and to
otherwise consummate the Closing hereunder

     12.20 [RESERVED].

     12.21 CERTAIN  DEFINITIONS.  Capitalized  terms  utilized in this Agreement
shall have the meanings ascribed to them in definitional  parentheticals located
throughout  this  Agreement.  In addition,  and without  limiting the foregoing,
certain capitalized terms shall have the meanings ascribed to them in SCHEDULE 1
attached.

     12.22  CROSS-DEFAULT  CLAUSES.  The Note,  the Security  Agreement  and the
Assumption  Agreement relating to the Existing Loan and the Assumed  Liabilities
shall provide that a default in one obligation (after opportunity for notice and
cure) constitutes a default as to all such agreements.

     12.23 PAYMENTS BY WIRE. Unless otherwise agreed by the Parties hereto,  the
initial  cash  payment due at Closing and all  payments  under the Note shall be
paid on or before the due date by wire transfer or delivery of other immediately
available  funds to an account  reasonably  designated  by the  Shareholders  in
writing  not less than three (3) days prior to the Closing or the due date for a
Note payment, as the case may be.

                                       31
<PAGE>
     IN WITNESS WHEREOF,  the parties hereto have entered into this Agreement as
of the date first hereinabove set forth.


SHAREHOLDERS:
                                         ---------------------------------------
                                         FRANK P. MAGGIO


                                         ---------------------------------------
                                         PAMELA S. FOX


                                         ---------------------------------------
                                         MARK C. MAGGIO


                                         ---------------------------------------
                                         JOHN F. MAGGIO


COMPANY:                                 BOULDER POTATO COMPANY, INC.,
                                         a Colorado corporation


                                         By:
                                             -----------------------------------
                                             Its:
                                                  ------------------------------

PURCHASER:                               POORE BROTHERS, INC.,
                                         a Delaware corporation


                                         By:
                                             -----------------------------------
                                             Its:
                                                  ------------------------------

                                       32
<PAGE>
                       SCHEDULE OF EXHIBITS AND SCHEDULES
                                       TO
                    AGREEMENT FOR PURCHASE AND SALE OF ASSETS


EXHIBITS           TITLE
--------           -----

Exhibit 1.2        Secured Promissory Note and Security Agreement

Exhibit 1.2(b)     Encumbered Assets

Exhibit 1.2(c)     Registration Rights Agreement

Exhibit 1.3        Form of Existing Loan Note

Exhibit 1.4        Allocation

Exhibit 1.5        Personal Property

Exhibit 2 1.1.     Foreign Qualifications

Exhibit 2.1.2      Certificate or Articles of Incorporation, Bylaws, Good
                   Standing Certificates and Certificates of Authority

Exhibit 2.2        Schedule of Authorized, Issued and Outstanding Capital Stock

Exhibit 2.3        Schedule of Subsidiaries and Affiliates

Exhibit 2.8        Schedule of Other Liabilities

Exhibit 2.9        Exceptions To Absence of Certain Changes

Exhibit 2.10       Schedule of Contracts

Exhibit 2.12       Title and Related Matters

Exhibit 2.13       Legal Proceedings and Judgments

Exhibit 2.16       Copies of Reports and Inspections

Exhibit 2.19       Intellectual Property Rights

Exhibit 2.20       Warranties and Claims Under Warranties

Exhibit 2.21       Labor Relations

Exhibit 2.22       Schedule of Insurance

Exhibit 2.24       Environmental Matters

                                       33
<PAGE>
Exhibit 2.25       Schedule of Capital Expenditures

Exhibit 2.27       Schedule of Contracts with Affiliates

Exhibit 2.29       Bank Accounts

Exhibit 2.30       Compensation Schedule

Exhibit 4.4        Permitted Distributions

Exhibit 6.5        Escrow Agreement

Exhibit 6.6        Employment Agreements (2 Parts)

Exhibit 7.1        Certificate of Fulfillment of Conditions by Seller and the
                   Company

Exhibit 7.9        Withholding Certificate

Exhibit 8.1        Certificate of Fulfillment of Conditions of Purchaser

                                       34
<PAGE>
                                   SCHEDULE 1

                             SCHEDULE OF DEFINITIONS

     The  following   capitalized  terms  shall  have  the  following   meanings
throughout this Agreement.  The listing of these  definitions shall not limit or
supersede  the  definition  of any  other  capitalized  term,  where the same is
defined in a definitional parenthetical located elsewhere in this Agreement:

     "Adjusted Asset Value" means the algebraic sum obtained by subtracting from
the value of the Net Assets  (computed in  accordance  with GAAP) the sum of the
Assumed  Liabilities  (to the extent not  theretofore  subtracted when initially
arriving at Net Asset Value) and then adding to the  difference  so computed the
sum of Twenty Thousand Dollars ($20,000.00).

     "Boulder Products" means all food and other consumable products sold by the
Company, Poore Brothers, or any Affiliate under the Boulder Trade Names, whether
said products are now existing or hereafter developed.

     "Boulder  Trade  Names" means all trade names,  trademarks,  domain  names,
service marks, trade styles and other Intellectual Property of a like or similar
nature  transferred and assigned  pursuant to this Agreement and owned, or as to
which  rights are  claimed,  by the Company  and/or  Boulder  Foods,  including,
without  limitation,  the  following  trade  names:  "Boulder  Potato  Company",
"Boulder Chips", "Boulder Potato Chips" and "Boulder Natural Foods".

     "Fair Market  Value",  when used herein in reference to the common stock of
Poore  Brothers,  means the  average of the last sales  price of Poore  Brothers
common  stock  on the  NASDAQ  SmallCap  Market  (or  if  such  specific  market
information  is  generally  unavailable,  then on such market as Poore  Brothers
common stock may then be listed, or if not so listed, then under any replacement
market or index  generally  reflecting the traded value of Poore Brothers common
stock as may be reasonably  designated  by Purchaser  from time to time) for the
last ten (10) trading days  immediately  preceding the date upon which such Fair
Market Value must be ascertained in accordance with the terms of this Agreement.

     "GAAP"  shall  mean  the  Generally  Accepted   Accounting   Principles  as
understood  on the relevant date in question,  as applied on a consistent  basis
from time to time.

     "Knowledge"   (and  or  variants   thereof  such  as  "Known",   "Know"  or
"Knowingly") means the actual knowledge of a person or entity and the Affiliates
of that person or entity after reasonable inquiry as necessary or appropriate in
the circumstances.

     "Net  Assets"  shall mean the net  tangible  assets of Seller  computed  in
accordance with GAAP reduced by Balance Sheet Liabilities.

     "Net Sales" means all gross sales,  less  discounts for price  adjustments,
returns,  cash  discounts and other credits  issued to customers,  but excluding
marketing-related   expenses  such  as  trade  or  promotional   allowances  and
advertising  of Boulder  Products.  Net Sales shall be  determined in accordance
with GAAP and  consistent  with the manner in which  Purchaser  reports  its Net
Sales in its periodic financial statement filings with the SEC.

                                       35