Nanobac Pharmaceuticals Inc – ‘PRE 14C’ for 4/30/98

As of:  Thursday, 4/30/98   ·   For:  4/30/98   ·   Accession #:  950144-98-5453   ·   File #:  33-80612   ·   Deletion:  This Filing was Deleted by the SEC on 5/4/98.

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Preliminary Proxy Information Statement   —   Sch. 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14C     National Diagnostics , Inc.                          104    384K 

Document Table of Contents

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 INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
SCHEDULE 14C INFORMATION

Check the appropriate box:                                                      

[X]      Preliminary Information Statement                    

        [ ]      Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))                           

[ ]      Definitive Information Statement                     

Payment of Filing Fee (check the appropriate box):                              

[ ]      No fee required                                      

      [X]      Fee computed on table below per Exchange Act Rules 14c-5(g)
and 0-11                                    

       (1)      Title of each class of securities to which
 transaction applies: Common

                (2)      Aggregate number of securities to which transaction
applies: 4,000,000        

        (3)      Per unit price or other underlying value of
                        transaction computed pursuant to Exchange Act Rule
                           0-11 (set forth the amount on which the filing fee is
                           calculated and state how it is determined): $1.078125
                        per share based on average bid and ask price as of
April 29, 1998.           

             (4)      Proposed maximum aggregate value of transaction:
$4,312,500.00             

(5)      Total fee paid: $900.00            

Fee paid previously with preliminary materials.                                 

    [ ]      Check box if any part of the fee is offset as provided by
            Exchange Act Rule 0-11(a)(2) and identify the filing for
              which the offsetting fee was paid previously. Identify the
                 previous filing by registration statement number, or the Form
or Schedule and the date of its filing.     

(1)      Amount Previously Paid;            

          (2)      Form, Schedule or Registration Statement No.;

(3)      Filing Party;                      

(4)      Date Filed;                        

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NATIONAL DIAGNOSTICS, INC.
755 WEST BRANDON BOULEVARD
BRANDON, FLORIDA 33511

April 30, 1998                                                                  

Dear Stockholder:                                                               

       As you may be aware, on February 23, 1998, NATIONAL DIAGNOSTICS, INC.
(the "Company") entered into a Merger Agreement, as amended by a First Amendment
dated and made effective March 17, 1998 and by a Second Amendment dated and made
effective April 29, 1998 (the "Merger Agreement"), with AMERICAN ENTERPRISE     
SOLUTIONS, INC., a Florida corporation ("AES"), providing for the merger (the   
"Merger") of AES with and into the Company. The Merger Agreement, as amended, is
attached as Appendix A to the accompanying Information Statement. The closing of
the Merger is expected to occur during late May or early June, 1998, subject to 
the satisfaction of certain closing conditions.                                 

As permitted by Article Third of the Company's Articles of    
Incorporation, and pursuant to applicable provisions of the Florida Business    
Corporation Act, effective March 19, 1998, the Company's Board of Directors     
amended the Company's Articles of Incorporation to provide for the issuance of  
up to a maximum of 1,000,000 shares of Series A Preferred Stock (the "Company   
Preferred Stock"). The rights and preference of the Company Preferred Stock are 
set forth in the Articles of Amendment to the Company's Articles of             
Incorporation which became effective on March 19, 1998. A copy of the Articles  
of Amendment referred to hereinabove is attached as Appendix B to the           
accompanying Information Statement.                                             

         Pursuant to the terms and conditions of a Stock Purchase Agreement (the
"Stock Purchase Agreement") dated March 19, 1998 by and between the Company and 
AES, as of March 27, 1998 the Company had sold 500,000 shares of Company        
Preferred Stock to AES for a purchase price of marketable securities valued in  
excess of $2,000,000.00. Each share of Company Preferred Stock is convertible   
into 44.11 shares of the Company's Common Stock (the "Company Common Stock"). On
March 27, 1998, AES exercised its conversion right and converted 131,185 shares 
of Company Preferred Stock into 5,786,570 shares of Company Common Stock. On    
March 30, 1998, Mr. Charles Broes, the current Chief Executive Officer of AES,  
and Mr. Cardwell C. Nucklos, Ph.D, were appointed to the Company's Board of     
Directors and on March 31, 1998, Mr. Charles Broes was appointed as the         
Company's Chief Executive Officer.                                              

      The Board of Directors of the Company has approved the Merger of AES
with and into the Company. AES, owning beneficially and of record an aggregate  
of approximately 65% of the issued and outstanding shares of Company Common     
Stock and 100% of the issued and outstanding Company Preferred Stock, has       
provided its written consent and approval of the Merger, thereby satisfying the 
requirements of the Florida Business Corporation Act and the Company's Articles 
of Incorporation for stockholder approval of the Merger. For this reason,       

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the Company is not calling a special meeting of the stockholders in respect of  
the proposed Merger and is not asking you for a proxy or consent.               

       Stockholders of the Company have the right to dissent from the Merger
under and pursuant to Sections 607.1301, 607.1302 and 607.1320 of the Florida   
Business Corporation Act.                                                       

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT   
TO SEND US A PROXY.  STOCKHOLDERS ARE URGED TO READ CAREFULLY                   
THIS INFORMATION STATEMENT IN ITS ENTIRETY.                                     

         The attached Information Statement is being provided to you pursuant to
Rule 14c-2 under the Securities Exchange Act of 1934, as amended. The           
Information Statement contains a more detailed description of the Merger.       

         Very truly yours,

     Charles Broes
               Chief Executive Officer

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NATIONAL DIAGNOSTICS, INC.
755 WEST BRANDON BOULEVARD
BRANDON, FLORIDA 33511

--------------------------------------------------------------------------------

 INFORMATION STATEMENT

--------------------------------------------------------------------------------

April 30, 1998

INTRODUCTION                                                                    

         This Information Statement is being furnished by the Board of Directors
of National Diagnostics, Inc., a Florida corporation (the "Company"), to holders
of the outstanding shares of Common Stock, no par value (the "Company Common    
Stock") and holders of the outstanding shares of the Preferred Stock, no par    
value (the "Company Preferred Stock") of the Company, in connection with the    
Agreement and Plan of Merger, dated as of February 23, 1998 (the "Merger        
Agreement"), by and between the Company and American Enterprise Solutions, Inc.,
a Florida corporation ("AES"), pursuant to which AES will be merged with and    
into the Company, and the Company will be the surviving corporation (the        
"Merger").                                                                      

       AES currently owns an aggregate of 5,786,570 shares of Company Common
Stock and 368,815 shares of Company Preferred Stock. Each share of Company      
Preferred Stock is convertible into 44.11 shares of Company Common Stock. An    
additional 3,093,430 shares of Company Common Stock are owned by stockholders   
other than AES. Therefore, at the present time, an aggregate of 8,880,000 shares
of Company Common Stock are issued and outstanding. In conjunction with the     
Merger, the Company proposes to issue a stock dividend to holders of Company    
Common Stock based on the following formula:                                    

 x = $3.50 - y
     ---------
     y

       where x =         the dividend (i.e., the number of additional shares
                  of Company Common Stock to be issued on each
                 outstanding share of Company Common Stock).

        $3.50 =           the valuation of each share of Company Common Stock,
           based on projected revenues for 1998.

     y =               the average market price of each share of Company
                         Common Stock during the 5 business days immediately
 preceding the closing date.

For example, if y = $1.125, each outstanding share of Company Common Stock will 
receive a dividend of [3.50 - 1.125] = 2.11 shares of Company Common Stock.     
------------                      
1.125                     

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 The declaration and payment of such a dividend will require the
availability of approximately 18,745,680 additional shares of Company Common    
Stock. However, because the Company's Articles of Incorporation currently       
provide for the issuance of a maximum of 9,000,000 shares of Company Common     
Stock, of which amount a total of 8,880,000 shares have already been issued and 
are currently outstanding, at the present time the Company can only issue an    
additional 120,000 shares of Company Common Stock. It will therefore be         
necessary to amend the Company's Articles of Incorporation to, among other      
things, provide for the issuance of at least an additional 18,625,680 shares of 
Company Common Stock.                                                           

         After payment of the contemplated stock dividend, a total of 27,505,680
shares of Company Common Stock will be issued and outstanding; 18,002,019 of    
these shares (approximately 65%) will be owned by AES, and the remaining        
9,623,661 shares (approximately 35%) will be owned by other stockholders of NDI.

         Shortly after payment of the stock dividend described above, but before
the closing of the Merger, the Company will effect a stock combination          
transaction of all issued and outstanding Company Common Stock in accordance    
with the provisions of Section 607.10025 and 607.1003 of the Florida Business   
Corporation Act (the "FBCA") such that AES will own approximately 2,000,000     
shares of Company Common Stock and the other stockholders of NDI will own       
approximately 1,000,000 shares of Company Common Stock.                         

       In conjunction with the Merger, the approximately 2,000,000 shares of
Company Common Stock and 368,815 shares of Company Preferred Stock owned by AES 
will be canceled.                                                               

         It is anticipated that on the date of closing the Merger, there will be
approximately 6,000,000 shares of AES Common Stock issued and outstanding. In   
conjunction with and upon consummation of the Merger, each outstanding share of 
AES Common Stock will be exchanged for one share of Company Common Stock. As a  
result of the Merger, the AES stockholders will own approximately 6,000,000     
shares (85.7%) of the issued and outstanding Company Common Stock, while other  
NDI stockholders will own approximately 1,000,000 (14.3%) of the issued and     
outstanding Company Common Stock.                                               

         In accordance with the requirements of Section 607.1103 of the FBCA and
the Company's Articles of Incorporation, the Merger Agreement requires the      
approval and adoption by the affirmative vote of the holders of a majority of   
the outstanding shares of the Company Common Stock and 66 2/3% of the aggregate 
votes entitled to be cast by the holders of the Company Preferred Stock. As of  
March 27, 1998 there were 8,880,000 shares of Company Common Stock issued and   
outstanding, each share of which was entitled to one (1) vote on the proposal to
approve and adopt the Merger Agreement, and 368,815 shares of Company Preferred 
Stock issued and outstanding, each of which was entitled to eight (8) votes on  
the proposal to approve and adopt the Merger Agreement. On April 3, 1998, AES,  
as the record and beneficial owner of 5,786,570 shares of Company Common Stock, 
or approximately 65% of the outstanding shares of Company Common Stock, and 100%
of the outstanding shares of                                                    

(ii)

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Company Preferred Stock, executed a written consent in favor of the approval and
adoption of the Merger Agreement (the "Stockholder's Consent"). Pursuant to     
Section 607.1103 of the FBCA and the Company's Articles of Incorporation, no    
additional approval by the Company's stockholders is required with respect to   
the Merger Agreement.                                                           

   The effective date of the Merger will be the date and time of the
filing of Articles of Merger with the Secretary of State of the State of Florida
(the "Effective Time"), which is scheduled to occur following satisfaction of   
certain closing conditions, but not earlier than 20 days after the mailing of   
this Information Statement.                                                     

       THE TRANSACTION DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") NOR HAS THE SEC PASSED    
UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR        
ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO   
THE CONTRARY IS UNLAWFUL.                                                       

        WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.                                                                        

         This Information Statement is expected to be mailed on or about May 10,
1998 to holders of record of Company Common Stock and Company Preferred Stock on
May 10, 1998.                                                                   

 (iii)

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THIS INFORMATION STATEMENT IS DATED May 10, 1998.             

 TABLE OF CONTENTS

                                                        [Enlarge/Download Table]

                                                                                                       PAGE
                                                                                                       ----
                                                                                                           
INFORMATION STATEMENT SUMMARY..........................................................................  1 

SELECTED HISTORICAL FINANCIAL DATA OF THE COMPANY......................................................  3 

REQUIRED VOTE; WRITTEN CONSENT IN LIEU OF MEETING......................................................  5 

DISSENTERS' RIGHTS.....................................................................................  6 

THE MERGER.............................................................................................  7 

THE MERGER AGREEMENT................................................................................... 10 

SOURCE AND AMOUNT OF FUNDS............................................................................. 12 

PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT............................................... 12 

AVAILABLE INFORMATION.................................................................................. 13 

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................................................ 14 

APPENDIX A:       The Merger Agreement                                          
ANNEX V:       Form of Representation, Warranties and Covenants of the    
directors and officers of AES               
APPENDIX B:       Articles of Amendment to Articles of Incorporation            
APPENDIX C:       Sections 607.1301, 607.1302 and 607.1320 of the Florida       
Business Corporation Act                    

(iv)

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 INFORMATION STATEMENT SUMMARY

         The following is a brief summary of more detailed information contained
elsewhere, or incorporated by reference, in this Information Statement. Certain 
capitalized terms used in this Summary are defined elsewhere in this Information
Statement. Reference is made to, and this Summary is qualified in its entirety  
by, the more detailed information contained in this Information Statement and in
the Appendixes hereto. Stockholders are urged to read carefully this Information
Statement, including the Appendixes hereto, in its entirety.                    

      GENERAL. This Information Statement is being delivered in connection
with the merger of AES with and into the Company. A copy of the Merger Agreement
is attached hereto as Appendix A.                                               

    THE COMPANY AND AES. The Company is a Florida corporation with its
principal executive offices at 755 West Brandon Boulevard, Brandon, FL 33511 and
its telephone number is (813) 661-9501. The Company's principal line of business
is the provision of full service diagnostic imaging services through outpatient 
centers and mobile facilities located in Florida. Diagnostic imaging services   
provided by the Company include magnetic resonance imaging, computer tomography,
ultrasound, nuclear medicine, general radiology, fluoroscopy, and mammography   
and neurology studies. AES is a Florida corporation with its principal executive
offices located at 6313 Johnson Road, Suite 201, Tampa, FL 33634 and its        
telephone number is (813) 882-6567. AES' principal line of business is the      
acquisition of seasoned and profitable high growth firms with operations and    
facilities to create community healthcare delivery systems. These systems are   
designed to provide comprehensive delivery of all healthcare services while     
electronically interactively linking with AES's proprietary internet-intranet   
and virtual network gateways.                                                   

     REQUIRED VOTE; WRITTEN CONSENT IN LIEU OF MEETING. The FBCA and the
Company's Article of Incorporation provide that the adoption of any plan of     
merger by the Company requires the approval of the Company's Board of Directors 
and the affirmative vote of the holders of a majority of the outstanding share  
of the Company Common Stock entitled to vote thereon and 66 2/3% of the         
aggregate votes entitled to be cast by the holders of the Company Preferred     
Stock. The Board of Directors of the Company has authorized and approved the    
Merger Agreement and the Merger. AES has a controlling voting interest in the   
Company by virtue of its ownership of and right to vote 5,786,570 shares of     
Company Common Stock, or approximately 65% of the outstanding shares of Company 
Common Stock, and 368,815 shares of the Company Preferred Stock, or 100% of the 
outstanding shares of Company Preferred Stock. On April 3, 1998, AES, as the    
record and beneficial owner of 5,786,570 shares of Company Common Stock, or     
approximately 65% of the outstanding shares of Company Common Stock, and 100% of
the outstanding shares of Company Preferred Stock, executed a written consent in
favor of the approval and adoption of the Merger Agreement (the "Stockholder's  
Consent"). Pursuant to Section 607.1103 of the FBCA and the Company's Articles  
of Incorporation, no additional approval by Company stockholders is required    
with respect to the Merger Agreement.                                           

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         DISSENTERS' RIGHTS. Under the FBCA, holders of shares of Company Common
Stock who otherwise strictly comply with the applicable requirements of the FBCA
may dissent from the Merger and demand payment in cash of the fair value of     
their shares of Company Common Stock. A copy of Sections 607.1301, 607.1302 and 
607.1320 of the FBCA, pertaining to Dissenters' is attached hereto as Composite 
Appendix C.                                                                     

THE MERGER.                                                   

                 BACKGROUND TO THE MERGER. For a description of events leading
to the approval of the Merger Agreement by the Board of the Company, see "THE   
MERGER -- Background to the Merger."                                            

             APPROVAL OF THE BOARD. On April 2, 1998, the Board of the
Company unanimously determined that the Merger Agreement and the Merger were    
fair to and in the best interests of the stockholders of the Company and        
approved and adopted the Merger Agreement and the Merger.                       

                 INTEREST OF CERTAIN PERSONS IN THE MERGER. The FBCA permits a
company to indemnify its officers and directors under certain specified         
circumstances and also requires such indemnification under specified            
circumstances. The Bylaws of AES, which will become the Bylaws of the surviving 
company, also contain provisions providing for mandatory indemnification of     
officers and directors in certain circumstances. Pursuant to these Bylaws, the  
Company will be expected to indemnify and hold harmless the present and former  
officers and directors of the Company in respect of any of their acts or        
omissions occurring prior to the Effective Time.                                

                 OPINIONS OF FINANCIAL ADVISORS. The Board of Directors of the
Company did not obtain any opinions from any financial advisors that the terms  
and conditions of the Merger are fair to the stockholders of the Company from a 
financial point of view.                                                        

                CONDITIONS TO THE MERGER. The Merger Agreement provides that
the respective obligations of each party to effect the Merger are subject to the
satisfaction on or prior to the Merger becoming effective (the "Effective Time")
of the following conditions: (1) the Merger Agreement shall have been adopted by
the stockholders of the Company in accordance with Florida law, (2) all actions 
by or in respect of or filing with any governmental body, agency, official or   
authority required to permit the consummation of the Merger shall have been     
obtained, and (3) the performance by the parties in all material respects of    
their respective obligations under the Merger Agreement prior to the Effective  
Time and the truth in all material respects of the parties' representations and 
warranties at the Effective Time. The condition set forth in clause (1) above   
has been satisfied by the execution of the Stockholder's Consent by AES, the    
holder of 65% of the Company Common Stock and 100% of the Company Preferred     
Stock.                                                                          

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                 In addition, the obligations of AES and the Company to effect
the Merger are subject to the satisfaction of the further following conditions: 
(1) no action shall be instituted or pending by anyone before a court or any    
other governmental agency or body challenging the Merger in any way or seeking  
to restrain or prohibit AES' merger with and into the Company or to restrain or 
prohibit the stockholders of AES from acquiring shares of Company Stock, (2)    
each of the directors and officers of AES shall have executed and delivered the 
Letter of Representations, Warrants and Covenants in the form attached to       
Appendix A hereto, and (3) AES and the Company shall have completed, to their   
respective satisfaction, due diligence examination of each other's sites,       
properties, books, records and financial and operating data.                    

              REGULATORY MATTERS. To the best of the parties' knowledge,
federal or state regulatory approval is required for the Merger.                

                  SOURCE AND AMOUNT OF FUNDS. The total amount of funds required
to pay fees and expenses related to the Merger is estimated to be approximately 
$100,000.00. The source of such funds will be a portion of the $2,000,000 in    
cash and marketable securities received from AES in consideration for the       
Company's sale of 500,000 shares of Company Preferred Stock to AES.             

 SELECTED HISTORICAL FINANCIAL DATA OF THE COMPANY

        Set forth below is certain selected financial information with respect
to the Company excerpted or derived from the information contained in the       
Company's Annual Report on Form 10-KSB for the fiscal year ended December 31,   
1996. Financial information pertaining to the fiscal year ended December 31,    
1997 is unaudited, and the Company's Annual Report on Form 10-KSB has not yet   
been filed with the Commission. More comprehensive financial information is     
included in such reports and other documents filed by the Company with the      
Securities and Exchange Commission (the "Commission") and incorporated herein by
reference, and the following selected financial data is qualified in its        
entirety by reference to such reports and such other documents and all the      
financial information (including any related notes) contained therein. Such     
reports and other documents are available for inspection and copies thereof     
should be obtainable in the manner set forth below under "AVAILABLE             
INFORMATION".                                                                   

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NATIONAL DIAGNOSTICS, INC.

 SELECTED FINANCIAL DATA

                                                        [Enlarge/Download Table]

                                               YEAR ENDED DECEMBER 31,                 

                                    1994        1995              1996        1997     
                                                                            (unaudited)
                                                                                       
OPERATING RESULTS                                                                      
   Revenues                      3,708,603    6,232,515         8,876,652    9,942,050 
   Net Income                    ** 119535     (835,058)       (1,241,661)  (1,910,131)
   **proforma amount                                                                   

PER SHARE DATA                                                                         
   Net Income                    ** 119535     (835,058)       (1,241,661)  (1,910,131)
   Dividends                             0            0                 0            0 
   Weighted Ave. No. of Shares   1,331,507    1,887,672         2,579,380    3,159,884 
   Book Value                   $     1.48   $     0.67        $     0.11   ($    0.33)

FINANCIAL POSITION                                                                     
   Total Assets                  5,872,303    7,029,260         9,199,677    8,108,847 
   Short-term Debt               1,243,659    2,514,926         4,616,064    5,908,278 
   Long-Term Debt                2,656,011    3,240,903         4,310,595    3,258,948 
   Stockholders' equity          1,972,633    1,273,431           273,018   (1,058,379)
   Total Capital                 1,973,633    1,273,431           273,018   (1,058,379)

OTHER DATA                                                                             
   Debt as % of total Capital        197.7%       452.0%           3269.6%      -866.2%

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PRICE RANGE OF THE SHARES; DIVIDENDS ON THE SHARES

  The Shares are traded on the OTB Bulletin Board under the symbol
"NATD." The following table sets forth, for each of the periods indicated, the  
high and low reported sales prices per share as reported on the OTB Bulletin    
Boards.                                                                         

                                                                [Download Table]

1994                                    HIGH      LOW     
                                        ----      ---     
                                                          
      Fourth Quarter (from October 12)  $4-3/4    $3      

1995                                                      

      First Quarter                     $6-1/4    $1-7/8  
      Second Quarter                    $4        $1-1/2  
      Third Quarter                     $1-7/8    $1      
      Fourth Quarter                    $3-1/2    $1-11/16

1996                                                      

      First Quarter                     $3-3/8    $2-5/16 
      Second Quarter                    $4-1/2    $2-1/2  
      Third Quarter                     $4        $2-1/2  
      Fourth Quarter                    $2-3/4    $1-11/16

1997                                                      

      First Quarter                     $2-7/16   $1-1/4  
      Second Quarter                    $1-41/64  $0-13/6 
      Third Quarter                     $1-7/8    $0-5/8  
      Fourth Quarter                    $0-30/32  $0-14/32

   On February 23, 1998, the last day of trading activity before the
public announcement of the execution of the Merger Agreement, the high and low  
sales prices per share of the Company Common Stock as reported on the OTB       
Bulletin Board were $1.1875 and $1.1875, respectively. Share prices are as      
reported on the OTB Bulletin Board based on published financial sources.        
STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES.      

 REQUIRED VOTE; WRITTEN CONSENT IN LIEU OF MEETING

      The FBCA and the Company's Article of Incorporation provide that the
adoption of any plan of merger by the Company requires the approval of the      
Company's Board of Directors and                                                

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the affirmative vote of the holders of a majority of the outstanding share of   
the Company Common Stock entitled to vote thereon and 66 2/3% of the aggregate  
votes entitled to be cast by the holders of the Company Preferred Stock. The    
Board of Directors of the Company has authorized and approved the Merger        
Agreement and the Merger. AES has a controlling voting interest in the Company  
by virtue of its ownership of and right to vote 5,786,570 shares of Company     
Common Stock, or approximately 65% of the outstanding shares of Company Common  
Stock, and 368,815 shares of the Company Preferred Stock, or 100% of the        
outstanding shares of Company Preferred Stock. On April 3, 1998, AES, as the    
record and beneficial owner of 5,786,570 shares of Company Common Stock, or     
approximately 65% of the outstanding shares of Company Common Stock, and 100% of
the outstanding shares of Company Preferred Stock, executed a written consent in
favor of the approval and adoption of the Merger Agreement (the "Stockholder's  
Consent"). Pursuant to Section 607.1103 of the FBCA and the Company's Articles  
of Incorporation, no additional approval by Company stockholders is required    
with respect to the Merger Agreement.                                           

DISSENTERS' RIGHTS

      Holders of shares of the Company's stock are entitled to dissenters'
rights in accordance with Sections 607.1301, 607.1302 and 607.1320 of the FBCA  
(which is reproduced in full in Appendix C hereto). Such dissenters' rights, if 
the statutory procedures are complied with, would result in a determination of  
the "fair value" of the shares of the Company's stock ("Shares") owned by such  
holders, to be paid upon the amount determined to be the fair value.            

   No provision has been made by the Company, to allow access to the
Company's files by unaffiliated stockholders or to obtain counsel or appraisal  
services at the expense of the Company.                                         

THE FOLLOWING SUMMARY IS NOT A COMPLETE STATEMENT OF THE LAW RELATING TO        
DISSENTERS RIGHTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO APPENDIX C.  
THIS SUMMARY AND APPENDIX C SHOULD BE REVIEWED CAREFULLY BY ANY STOCKHOLDER WHO 
WISHES TO EXERCISE STATUTORY DISSENTERS' RIGHTS.                                

    Any stockholder entitled to dissenters' rights may, within 20 days
after the date of mailing of this Information Statement, file with the Company a
notice of his or her election to dissent. Such notice must inform the Company of
the Stockholder's name and address, the number, classes, and series of shares as
to which he or she dissents, and a demand for payment of the fair value of his  
or her shares. A stockholder who elects to exercise dissenters' rights must mail
or deliver such stockholder's written notice of election to dissent to the      
President of the Company at 755 West Brandon Boulevard, Brandon, Florida 33511. 

A notice of election to dissent must be executed by or for the
stockholder of record, fully and correctly, as such stockholder's name appears  
on the certificate or certificates representing                                 

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the stockholder's Shares. If the Shares are owned of record in a fiduciary      
capacity, such as by a trustee, guardian, or custodian, such notice of election 
to dissent must be executed by the fiduciary. If the Shares are owned of record 
by more than one person, as in a joint tenancy or tenancy in common, such notice
of election to dissent must be executed by all joint owners. An authorized      
agent, including an agent for two or more joint owners, may execute the notice  
of election to dissent for a stockholder of record; however, the agent must     
identify the record owner and expressly disclose the fact that, in electing to  
dissent, such person is acting as agent for the record owner.                   

    Upon filing a notice of election to dissent in compliance with the
requirements of the FBCA, a stockholder will not be entitled to vote for any    
purpose the Shares subject to such notice or to receive payment of dividends or 
other distributions on such Shares, except for dividends or distributions       
payable to stockholders of record at a date prior to the date of filing the     
notice.                                                                         

    A notice of election to dissent may be withdrawn in writing by the
stockholder at any time before an offer is made by the Company to pay for his or
her Shares. After such an offer is made, no such notice of election may be      
withdrawn unless the Company consents thereto.                                  

FAILURE TO FOLLOW THE STEPS REQUIRED BY SECTIONS 607.1301, 607.1302 AND         
607.1320 OF THE FBCA FOR EXERCISING DISSENTERS' RIGHTS MAY RESULT IN            
THE LOSS OF SUCH RIGHTS.                                                        

THE MERGER

       BACKGROUND TO THE MERGER. In early November, 1997, AES approached the
Company about a possible combination of AES and the Company. Preliminary        
discussions between the parties ensued and AES indicated it had a serious       
interest in pursuing the combination of the Company and AES.                    

         There were no additional or further discussions between the Company and
AES between November 1997 and February 1, 1998. On February 1, 1998 negotiations
and discussions with AES were resumed.                                          

   On February 2, 1998, a Letter of Intent to merge was entered into
between AES and the Company wherein, among other things, the parties agreed to  
keep confidential all technical, financial and other information received by    
each of them concerning the other's operations. Thereafter the Company was given
certain confidential information concerning AES' business which it used to value
AES and to formulate an offer to acquire AES. Site visits to Company facilities 
and AES facilities were also conducted.                                         

  Between February 2, 1998 and February 20, 1998, the parties held
several meetings for purposes of negotiations and discussions. At a meeting on  
February 20, 1998, the terms of the                                             

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Merger Agreement were negotiated in final form and discussions concerning due   
diligence, document preparation and various legal issues were concluded. On     
February 24, 1998 it was publicly announced that a definitive agreement to merge
has been entered into.                                                          

      On March 17, 1998, pursuant to further discussions and consultations
the Company and AES executed a First Amendment to the Merger Agreement to       
memorialize and set forth their mutual agreement on matters pertaining to, among
other things, the issuance of Company Common Stock to AES and the timing of the 
stock combination transaction provided for in the Merger Agreement.             

       Special meetings of the Boards of Directors of the Company and of AES
were held on April 2, 1998. At those meetings the Merger and the terms of the   
Merger Agreement were unanimously approved by the respective Boards of Directors
after presentations by their respective management. The Stockholder's Consent   
was executed on April 3, 1998.                                                  

       RECOMMENDATION OF BOARD. Prior to recommending the Merger, management
of the Company held negotiations and discussions with another company that was  
apparently interested in merging with the Company. Those negotiations and       
discussions proved fruitless and were therefore terminated. Management believed 
and recommended to the Board that the transaction with AES represented the most 
advantageous opportunity for the stockholders of the Company.                   

       The Boards of Directors of the Company and AES in connection with the
actions taken to approve the Merger considered a number of factors, including   
the following:                                                                  

               (I)   FINANCIAL CONDITION, RESULTS OF OPERATIONS, FUTURE OF
THE COMPANY. The Board of the Company considered the financial condition,       
results of operations, business and prospects of the Company, including its     
prospects if it were to remain independent. If considered the Company's current 
strategic plan, including the costs of such plan and the risks for the Company  
involved in its implementation. The Board and also considered the highly        
competitive environment in which the Company operates.                          

                (II)  OTHER POTENTIAL TRANSACTIONS. The Board of the Company
also considered the fact that no other offers under the favorable terms and     
conditions agreed to by AES had been received. Although a prior party expressed 
interest in considering the possibility of acquiring the Company that           
acquisition did not materialize.                                                

              (III) HISTORICAL STOCK PRICE PERFORMANCE. The Board of the
Company reviewed the historical stock price performance of the Company and noted
that the successful consummation of the Merger may have a positive effect on the
price of the Company Common Stock.                                              

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             (iv) TERMS AND CONDITIONS OF THE MERGER. The Board of the
Company also considered the terms and conditions of the Merger Agreement        
including the fact that each officer and director of AES will be required to    
execute and deliver to the Company the form of Letter of Representations,       
Warranties and Covenants attached to the Merger Agreement as APPENDIX V.        

            (v)  OTHER CONSIDERATIONS. The Board of the Company also
considered the financial ability of AES to consummate the Merger. They also     
considered the possible impact of the Merger and of alternatives thereto on the 
Company's business and prospects.                                               

        The foregoing discussion of the information and factors considered and
given weight by the Board of Directors of the Company is not intended to be     
exhaustive. In view of the variety of factors considered in connection with     
their evaluation of the Merger, they did not find its practicable to, and did   
not, quantify or otherwise assign relative weights to the specific factors      
considered in reaching their determination. In addition, individual members of  
the Board of the Company may have given different weights to different factors. 

INTERESTS OF CERTAIN PERSONS IN THE MERGER.                   

          INDEMNIFICATION. There are no provisions in the Merger
Agreement requiring the Company, as the surviving corporation, to indemnify and 
hold harmless the present and former officers and directors of AES in respect of
any of their acts or omissions occurring prior to the Effective Time. However,  
the FBCA permits a company to indemnify its officers and directors under certain
specified circumstances and also requires such indemnification under specified  
circumstances. The Bylaws of AES, which will become the Bylaws of the surviving 
company, also contain provisions providing for mandatory indemnification of     
officers and directors in certain circumstances. Pursuant to these Bylaws, the  
Company will be expected to indemnify and hold harmless the present and former  
officers and directors of the Company in respect of any of their acts or        
omissions occurring prior to the Effective Time.                                

         CONFIDENTIALITY. The Letter of Intent and Merger Agreement requires the
parties thereto to keep confidential all technical, financial, operational, and 
other proprietary information received from the other, regarding their          
respective businesses, in connection with their preparation for and consummation
of the Merger.                                                                  

      ACCOUNTING TREATMENT OF THE MERGER. The Merger will be accounted for
under the "purchase" method of accounting, whereby the purchase price for the   
Company will be allocated to the identifiable assets and liabilities of the     
Company and its subsidiaries based on their respective fair values.             

       REGULATORY MATTERS. To the best of the parties' knowledge, federal or
state regulatory approval is not required for the Merger.                       

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THE MERGER AGREEMENT

The following is a summary of the material terms of the Merger
Agreement. This summary is not a complete description of the terms and          
conditions of the Merger Agreement and is qualified in its entirety by reference
to the full text thereof, which is attached hereto as Appendix A. Capitalized   
terms used and not otherwise defined herein shall have the meanings assigned to 
them in the Merger Agreement.                                                   

        CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER. The Merger
Agreement provides that the respective obligations of each party to effect the  
Merger are subject to the satisfaction on or prior to the Merger becoming       
effective (the "Effective Time") of the following conditions: (1) the Merger    
Agreement shall have been adopted by the stockholders of the Company in         
accordance with Florida law, (2) all actions by or in respect of or fillings    
with any governmental body, agency, official or authority required to permit the
consummation of the Merger shall have been obtained, and (3) the performance by 
the parties in all material respects of their respective obligations under the  
Merger Agreement prior to the Effective Time and the truth in all material      
respects of the parties' representations and warranties at the Effective Time.  
The condition set forth in clause (1) above has been satisfied by the execution 
of the Stockholder's Consent by AES, the holder of 65% of the Company Common    
Stock, and 100% of the Company Preferred Stock.                                 

   In addition, the obligations of AES and the Company to effect the
Merger are subject to the satisfaction of the further following conditions: (1) 
no action shall be instituted or pending by anyone before a court or any other  
governmental agency or body challenging the Merger in any way or seeking to     
restrain or prohibit AES' merger with and into the Company or to restrain or    
prohibit the stockholders of AES from acquiring shares of Company Stock, (2)    
each of the directors and officers of AES shall have executed and delivered the 
Letter of Representations, Warrants and Covenants in the form attached to       
Appendix A hereto, and (3) AES and the Company shall have completed, to their   
respective satisfaction, due diligence examination of each other's sites,       
properties, books, records and financial and operating data.                    

  TERMINATION OF THE MERGER AGREEMENT. The merger agreement may be
terminated and the Merger contemplated thereby may be abandoned at any time     
prior to the Effective Time, notwithstanding approval thereof by the            
stockholders of the Company: (i) by mutual consent of the boards of directors of
the Company and AES; (ii) by AES (acting through its board of directors) if the 
transactions contemplated by the Merger Agreement to take place at the Closing  
shall not have been consummated by August 1, 1998, unless the failure of such   
transactions to be consummated is due to the willful failure of AES to perform  
any of its obligations under the Merger Agreement to the extent required to be  
performed by it prior to or on the Closing Date; or (iii) by AES (acting through
its board of directors) on the one hand, or by the Company (acting through its  
board of directors), on the other hand, if a material breach or default shall be
made by the other party in the observance or in the due and timely performance  
of any of the covenants, agreements or conditions contained in the Merger       
Agreement, and the curing of such default shall not have been made within 30    
days after notice of the default is given. In the                               

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event the Merger Agreement is terminated as described in this paragraph, the    
Merger Agreement shall forthwith become void and of no effect with no liability 
on the part of any party to the Merger Agreement, except with respect to certain
specified provisions (including the provisions as to confidentiality,           
indemnification, and the provisions described below under Fees and Expenses)    
which survive the termination. Termination of the Merger Agreement in accordance
with the provisions specified in this paragraph does not release any party from 
any liability for any willful breach by such party of the terms and provisions  
of the Merger Agreement.                                                        

     FEES AND EXPENSES. The Merger Agreement provides that all costs and
expenses in connection with the Merger Agreement and the transaction            
contemplated by the Merger Agreement shall be paid by the party incurring such  
cost and expense, whether or not the Merger is consummated. Neither the Company 
nor AES is paying a fee to an investment banker, broker or other entity in      
connection with the Merger.                                                     

        CONDUCT OF BUSINESS BY THE COMPANY. The Merger Agreement provides that
the Company will conduct its business in the ordinary course consistent with    
past practice. The Merger Agreement further provides that, during the period    
from the date of the Merger Agreement to the Effective Time of the Merger, the  
Company will not, without the prior consent of AES:                             

     (i)      enter into any contract or commitment or incur or agree to
                incur any liability or make any capital expenditures, except
              if it is in the normal course of business, consistent with
                past practice or involves an amount not in excess of $5,000,
         including contracts to provide services to customers;

        (ii)     increase the compensation payable or to become payable to any
                  officer, director, stockholder, employee or agent, or make any
                  bonus or management fee payment to any such person, except for
         obligations under existing contracts or arrangements;

    (iii)    create, assume or permit to exist any mortgage, pledge or
           other lien or encumbrance upon any assets or properties
whether now owned or hereafter acquired;    

      (iv)     sell, assign, lease or otherwise transfer or dispose of any
                  property or equipment except in the normal course of business;

        (v)      negotiate for the acquisition of any business or the start-up
of any new business;                        

        (vi)     merge or consolidate or agree to merge or consolidate with or
into any other corporation;                 

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        (vii)    waive any of its material rights or claims, provided that may
          negotiate and adjust bills in the course of good faith
            disputes with customers in a manner consistent with past
practice;                                   

    (viii)   commit a material breach or amend or terminate any of its
           material agreements, permits, licenses or other rights;

         (ix)     enter into any other transaction (1) that is not negotiated at
           arm's length with a third party not affiliated with the
                Company, AES, their respective subsidiaries, or any officer,
         director or stockholder of the Company, AES, or their
               respective subsidiaries, as the case may be, or (2) outside
the ordinary course of business; or         

  (x)      permit any alteration or change in the structure of the
            capital stock owned by its shareholders (except that the
                Company shall be allowed to effect the transactions provided
                  for in the Merger Agreement without being in violation of this
provision).                                 

         BOARD OF DIRECTORS. From and after the Effective Time, until successors
are duly elected or appointed and qualified in accordance with applicable law   
the directors of the Company at the Effective Time shall be the directors of the
Company as the Surviving Corporation. Since the date of execution of the Merger 
Agreement, Mr. Charles Broes, the current CEO of AES, and Mr. C. Nucklos, Ph.D.,
have been elected to the Company's Board.                                       

SOURCE AND AMOUNT OF FUNDS

        The total amount of funds required to pay fees and expenses related to
the Merger is estimated to be approximately $100,000.00. The source of such     
funds will be a portion of the $2,000,000 in cash and marketable securities     
received from AES in consideration for the Company's sale of 500,000 shares of  
Company Preferred Stock to AES.                                                 

PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT

     The following table sets forth certain information, as of March 31,
1998, regarding the beneficial ownership of shares of Company Common Stock and  
Company Preferred Stock owned by each person known to the Company to own        
beneficially more than five percent (5%) of the outstanding shares ("Five       
Percent Stockholders"). The information with respect to the holdings of Five    
Percent Stockholders is derived solely from the Company's review of Schedules   
13D on file with the Commission; from correspondence received from and telephone
conversations with such stockholders; and correspondence from the Company's     
Transfer Agent.                                                                 

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                                                                [Download Table]

Title of    Name and Address                   Number of  Percentage
 Class     of Beneficial Owner                  Shares     of Class 
 -----     -------------------                  ------     -------- 
                                                                    
Common     American Enterprise Solutions, Inc. 5,786,570     65.2%  
           6313 Johns Road, Suite 201                               
           Tampa, FL  33634                                         

Common     Jugal Tanaja                        1,135,000     12.8%  
           7270 Sawgrass Point Drive                                
           Pinellas Park, FL  33782                                 

Common     Curtis L. Alliston                    622,000      7.0%  
           755 West Brandon Blvd.                                   
           Brandon, FL  33511                                       

Preferred  American Enterprise Solutions, Inc.   368,815      100%  
           6313 Johns Road, Suite 201                               
           Tampa, FL  33634                                         

     The following table sets forth certain information, as of March 31,
1998, with respect to the Company Common Stock and Company Preferred Stock      
beneficially owned by all Directors of the Company, each of the executive       
officers of the Company and the Company's directors and executive officers as a 
group:                                                                          

                                                                [Download Table]

                                         Amount and Nature     Percentage
       Name           Title of Class  of Beneficial Ownership   of Class 
       ----           --------------  -----------------------   -------- 
                                                                         
Curtis L. Alliston    Common               622,000 Direct         7.0%   
Charles Broes                                    0                  0    
Charles Nucklos,Ph.D                             0                  0    

 AVAILABLE INFORMATION

      The Company is subject to the reporting requirements of the Exchange
Act and, in accordance therewith, is required to file reports and other         
information with the Commission relating to its business, financial condition   
and other matters. Information as of particular dates concerning the Company's  
directors and officers, their remuneration, stock options and other matters, the
principal holders of the Company's securities and any material interest of such 
persons in transactions with the Company is required to be disclosed in proxy   
statements distributed to the Company's stockholders and filed with the         
Commission. Such reports, proxy statements and other information should be      
available for inspection at the public reference facilities of the Commission   
located at 450 Fifth Street, N.W., Washington, DC 20549, and at                 

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the regional offices of the Commission located in the Northwestern Atrium       
Center, 500 West Madison Street (Suite 1400), Chicago, Illinois 60661, and Seven
World Trade Center, 13th Floor, New York, New York 10048. Such reports, proxy   
statements and other information may also be obtained at the web site that the  
Commission maintains at http://www.sec.gov. Copies should be obtainable, by     
mail, upon payment of the Commission's customary charges, by writing to the     
Commission's principal office at 450 Fifth Street, N.W., Washington, DC 20549.  

 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

  The following document heretofore filed by the Company under the
Exchange Act with the Commission is incorporated herein by reference:           

        The Company's Annual Report on Form 10-KSB for the year ended December
31, 1996.                                                                       

      The Company's Quarterly Reports on Form 10-QSB for the periods ended
March 31, 1997, June 30, 1997, and September 30, 1997, respectively.            

       The Company will provide without charge to each person, including any
beneficial owner of such person, to whom a copy of this Information Statement   
has been delivered, on written or oral request, a copy of any and all of the    
documents referred to above that have been or may be incorporated by reference  
herein other than exhibits to such documents (unless such exhibits are          
specifically incorporated by reference herein). Requests for such copies should 
be directed to National Diagnostics, Inc., Attn: The President, 755 West Brandon
Boulevard, Brandon, Florida 33511.                                              

       All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Information      
Statement and prior to the Effective Time shall be deemed to be incorporated by 
reference herein and to be a part hereof from the date of filing of such        
documents. Any statement contained in a document incorporated or deemed to be   
incorporated by reference herein shall be deemed to be modified or superseded   
for purposes of this Information Statement to the extent that a statement       
contained herein or in any other reference herein modifies or supersedes such   
statement. Any such statement so modified or superseded shall not be deemed,    
except as so modified or superseded, to constitute a part of this Information   
Statement.                                                                      

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APPENDIX A

================================================================================

MERGER AGREEMENT

dated as of the 23rd day of February, 1998

by and between

 NATIONAL DIAGNOSTICS, INC.,
a Florida corporation,

 and

AMERICAN ENTERPRISE SOLUTIONS, INC.,
a Florida corporation,

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 TABLE OF CONTENTS

                                                        [Enlarge/Download Table]
                                                                                                    
1. THE MERGER....................................................................................A-1
   1.1      DELIVERY AND FILING OF CERTIFICATE OF MERGER.........................................A-1
   1.2      EFFECTIVE TIME OF THE MERGER.........................................................A-1
   1.3      CERTIFICATE OF INCORPORATION, BY-LAWS AND BOARD OF DIRECTORS OF                         
            SURVIVING CORPORATION................................................................A-1
   1.4      CERTAIN INFORMATION WITH RESPECT TO THE CAPITAL STOCK OF AES AND                        
            NDI..................................................................................A-2
   1.5      EFFECT OF MERGER.....................................................................A-2

2. CONVERSION OF STOCK...........................................................................A-3
   2.1      MANNER OF CONVERSION.................................................................A-3
   2.2      CONSIDERATION........................................................................A-3

3. DELIVERY OF SHARES............................................................................A-4
   3.1      SURRENDER OF CERTIFICATES REPRESENTING AES STOCK.....................................A-4
   3.2      DELIVERY BY AES STOCKHOLDERS TO NDI..................................................A-5
   3.3      DELIVERY BY NDI TO AES STOCKHOLDERS..................................................A-5

4. CLOSING.......................................................................................A-5
   4.1      PLACE AND DATE OF CLOSING............................................................A-5
   4.2      CLOSING DELIVERIES...................................................................A-5

5. REPRESENTATIONS AND WARRANTIES OF AES.........................................................A-6
   5.1      DUE ORGANIZATION.....................................................................A-6
   5.2      AUTHORIZATION; VALIDITY..............................................................A-6
   5.3      CAPITAL STOCK OF AES.................................................................A-6
   5.4      TRANSACTIONS IN CAPITAL STOCK, ACCOUNTING TREATMENT..................................A-7
   5.5      NO BONUS SHARES......................................................................A-7
   5.6      AES SUBSIDIARIES.....................................................................A-7
   5.7      PREDECESSOR STATUS; ETC..............................................................A-7
   5.8      SPIN-OFF BY AES......................................................................A-7
   5.9      FINANCIAL STATEMENTS.................................................................A-7
   5.10     LIABILITIES AND OBLIGATIONS..........................................................A-8
   5.11     ACCOUNTS AND NOTES RECEIVABLE........................................................A-9
   5.12     PERMITS AND INTANGIBLES..............................................................A-9
   5.13     ENVIRONMENTAL MATTERS................................................................A-9
   5.14     REAL AND PERSONAL PROPERTY..........................................................A-10
   5.15     SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS...........................A-11
   5.16     TITLE TO REAL PROPERTY..............................................................A-11
   5.17     INSURANCE...........................................................................A-11
   5.18     COMPENSATION; EMPLOYMENT AGREEMENTS.................................................A-12

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                                                        [Enlarge/Download Table]
                                                                                                    
   5.19     EMPLOYEE BENEFIT PLANS..............................................................A-12
   5.20     CONFORMITY WITH LAW; LITIGATION.....................................................A-13
   5.21     TAXES...............................................................................A-13
   5.22     NO VIOLATION........................................................................A-14
   5.23     GOVERNMENT CONTRACTS................................................................A-14
   5.24     ABSENCE OF CHANGES..................................................................A-14
   5.25     DEPOSIT ACCOUNTS; POWERS OF ATTORNEY................................................A-15
   5.26     VALIDITY OF OBLIGATIONS.............................................................A-16
   5.27     RELATIONS WITH GOVERNMENTS..........................................................A-16
   5.28     DISCLOSURE..........................................................................A-16
   5.29     BOARD APPROVAL......................................................................A-16

6. REPRESENTATIONS AND WARRANTIES OF NDI........................................................A-16
   6.1      DUE ORGANIZATION....................................................................A-16
   6.2      AUTHORIZATION; VALIDITY.............................................................A-17
   6.3      CAPITAL STOCK OF NDI................................................................A-17
   6.4      TRANSACTIONS IN CAPITAL STOCK, ACCOUNTING TREATMENT.................................A-17
   6.5      NO BONUS SHARES.....................................................................A-17
   6.6      NDI SUBSIDIARIES....................................................................A-17
   6.7      PREDECESSOR STATUS; ETC.............................................................A-18
   6.8      SPIN-OFF BY NDI.....................................................................A-18
   6.9      FINANCIAL STATEMENTS; SECURITIES FILINGS............................................A-18
   6.10     LIABILITIES AND OBLIGATIONS.........................................................A-18
   6.11     ACCOUNTS AND NOTES RECEIVABLE.......................................................A-19
   6.12     PERMITS AND INTANGIBLES.............................................................A-20
   6.13     ENVIRONMENTAL MATTERS...............................................................A-20
   6.14     REAL AND PERSONAL PROPERTY..........................................................A-21
   6.15     SIGNIFICANT CUSTOMERS; NDI MATERIAL CONTRACTS AND COMMITMENTS.......................A-22
   6.16     TITLE TO REAL PROPERTY..............................................................A-22
   6.17     INSURANCE...........................................................................A-22
   6.18     COMPENSATION; EMPLOYMENT AGREEMENTS.................................................A-22
   6.19     EMPLOYEE BENEFIT PLANS..............................................................A-23
   6.20     CONFORMITY WITH LAW; LITIGATION.....................................................A-23
   6.21     TAXES...............................................................................A-24
   6.22     NO VIOLATION........................................................................A-24
   6.23     GOVERNMENT CONTRACTS................................................................A-25
   6.24     ABSENCE OF CHANGES..................................................................A-25
   6.25     DEPOSIT ACCOUNTS; POWERS OF ATTORNEY................................................A-26
   6.26     VALIDITY OF OBLIGATIONS.............................................................A-27
   6.27     RELATIONS WITH GOVERNMENTS..........................................................A-27
   6.28     DISCLOSURE..........................................................................A-27
   6.29     BOARD APPROVAL......................................................................A-27

7. COVENANTS PRIOR TO CLOSING...................................................................A-27

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                                                        [Enlarge/Download Table]
                                                                                                     
    7.1      ACCESS AND COOPERATION; DUE DILIGENCE...............................................A-27
    7.2      CONDUCT OF BUSINESS PENDING CLOSING; SECURITIES FILINGS AND OTHER                       
             OBLIGATIONS.........................................................................A-28
    7.3      PROHIBITED ACTIVITIES...............................................................A-29
    7.4      NOTICE TO BARGAINING AGENTS.........................................................A-32
    7.5      NOTIFICATION OF CERTAIN MATTERS.....................................................A-32
    7.6      AMENDMENT OF SCHEDULES..............................................................A-32
    7.7      COOPERATION IN OBTAINING REQUIRED CONSENTS AND APPROVALS............................A-33

8.           CONDITIONS PRECEDENT TO OBLIGATIONS OF STOCKHOLDERS                                     
             AND AES.............................................................................A-34
    8.1      REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF OBLIGATIONS..........................A-34
    8.2      NO LITIGATION.......................................................................A-34
    8.3      REVERSE STOCK SPLIT/AUTHORIZATION OF ADDITIONAL NDI COMMON                              
             STOCK...............................................................................A-34
    8.4      NO MATERIAL ADVERSE CHANGE..........................................................A-34
    8.5      OPINION OF COUNSEL..................................................................A-34
    8.6      CONSENTS AND APPROVALS..............................................................A-34
    8.7      CERTIFICATES........................................................................A-35
    8.8      EXAMINATION OF FINANCIAL STATEMENTS.................................................A-35
    8.9      REGISTRATION OF NDI COMMON STOCK TO BE ISSUED TO AES                                    
             STOCKHOLDERS........................................................................A-35
    8.10     SHAREHOLDER APPROVAL................................................................A-35
    8.11     DISSENTERS..........................................................................A-35

9.  CONDITIONS PRECEDENT TO OBLIGATIONS OF NDI...................................................A-36
    9.1      REPRESENTATIONS AND WARRANTIES: PERFORMANCE OF OBLIGATIONS..........................A-36
    9.2      OPINION OF COUNSEL..................................................................A-36
    9.3      CERTIFICATES........................................................................A-36
    9.4      SHAREHOLDER APPROVAL................................................................A-36
    9.5      REPRESENTATIONS, WARRANTIES AND COVENANTS OF AES DIRECTORS AND                          
             OFFICERS............................................................................A-36

10. INDEMNIFICATION..............................................................................A-37
    10.1     INDEMNIFICATION BY AES DIRECTORS AND OFFICERS.......................................A-37
    10.2     INDEMNIFICATION BY NDI..............................................................A-37
    10.3     SURVIVAL OF REPRESENTATIONS, WARRANTIES AND PLEDGES OF                                  
             INDEMNIFICATION.....................................................................A-37
    10.4     THIRD PERSON CLAIMS.................................................................A-38
    10.5     REMEDY..............................................................................A-39

11. NONDISCLOSURE OF CONFIDENTIAL INFORMATION....................................................A-39
    11.1     AES' OFFICERS AND DIRECTORS.........................................................A-39
    11.2     NDI.................................................................................A-39

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                                                        [Enlarge/Download Table]
                                                                                                     
    11.3     DAMAGES.............................................................................A-40
    11.4     SURVIVAL............................................................................A-40

12. FEDERAL SECURITIES ACT REPRESENTATIONS.......................................................A-40

13. GENERAL......................................................................................A-40
    13.1     TERMINATION.........................................................................A-40
    13.2     COOPERATION.........................................................................A-41
    13.3     SUCCESSORS AND ASSIGNS..............................................................A-41
    13.4     ENTIRE AGREEMENT....................................................................A-41
    13.5     COUNTERPARTS........................................................................A-41
    13.6     BROKERS AND AGENTS..................................................................A-42
    13.7     EXPENSES............................................................................A-42
    13.8     NOTICES.............................................................................A-42
    13.9     GOVERNING LAW.......................................................................A-43
    13.10    EXERCISE OF RIGHTS AND REMEDIES.....................................................A-43
    13.11    TIME................................................................................A-44
    13.12    REFORMATION AND SEVERABILITY........................................................A-44
    13.13    NO THIRD PARTY BENEFICIARIES........................................................A-44
    13.14    TAX FREE MERGER.....................................................................A-44

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MERGER AGREEMENT

       THIS MERGER AGREEMENT (the "Agreement") is made as of the _______ day
of February, 1998, by and between NATIONAL DIAGNOSTICS, INC., a Florida         
corporation ("NDI") and AMERICAN ENTERPRISE SOLUTIONS, INC., a Florida          
corporation ("AES").                                                            

   WHEREAS, the respective Boards of Directors of NDI and AES (which
together are hereinafter collectively referred to as "Constituent Corporations")
deem it advisable and in the best interests of the Constituent Corporations and 
their respective stockholders that AES merge with and into NDI pursuant to this 
Agreement and the applicable provisions of the laws of the State of Florida,    
such transaction sometimes being herein called the "Merger;" and                

         WHEREAS, the parties hereto intend that this transaction and the Merger
be treated, for tax purposes, as a tax free reorganization.                     

NOW, THEREFORE, in consideration of the premises and of the   
representations, warranties, covenants and agreements herein contained, the     
parties hereto, intending to be legally bound, hereby agree as follows:         

1.       THE MERGER                                           

         1.1 DELIVERY AND FILING OF CERTIFICATE OF MERGER. The
Constituent Corporations will cause Articles of Merger with respect to the      
Merger to be signed and delivered to the Secretary of State of the State of     
Florida in accordance with the requirements of Section 607.1105 of the Florida  
Statutes.                                                                       

                1.2 EFFECTIVE TIME OF THE MERGER. The "Effective Time of the
Merger" shall be the date of filing the requisite Articles of Merger with the   
Florida Secretary of State. At the Effective Time of the Merger, the separate   
existence of AES shall cease. NDI shall be the surviving party in the Merger and
is hereinafter sometimes referred to as the "Surviving Corporation". The Merger 
will be effected in a single transaction.                                       

          1.3 CERTIFICATE OF INCORPORATION, BY-LAWS AND BOARD OF
DIRECTORS OF SURVIVING CORPORATION. At the Effective Time of the Merger:        

                         (i)      the Articles of Incorporation of NDI shall
                               be the Articles of Incorporation of the
                              Surviving Corporation until changed as
                                  provided by law; provided that immediately
                                 prior to the Closing (as herein defined),
                               AES shall change its name and NDI shall
                              change its name to American Enterprise
       Solutions, Inc.

                         (ii)     the By-laws of AES shall be the By-laws of
                                  the Surviving Corporation until they shall
                   thereafter be duly amended;

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                      (iii)    the Board of Directors of the Surviving
                                  Corporation shall consist of the following
persons:

 Benedict S. Maniscalco, M.D.                 Anthony Maniscalco
Charles Broes                                Ron Pion, M.D.   
Dr. Frederick Iezzi                          Jody Simon       
Ernest N. Burson, III                                         

       The Board of Directors of the Surviving Corporation shall hold office
subject to the provisions of the laws of the State of Florida and of the        
Articles of Incorporation and By-laws of the Surviving Corporation.             

                        (iv)     the officers of the Surviving Corporation
            shall be as follows:

      CEO                                  Charles Broes
              President                            Ernest N. Burson, III
      Secretary                            Charles Broes
      Assistant Secretary                  Joy Stritikus
      Treasurer                            Charles Broes

        Each officer of the Surviving Corporation shall serve until his or her
successor is elected and qualified in accordance with the By-laws of the        
Surviving Corporation.                                                          

                1.4 CERTAIN INFORMATION WITH RESPECT TO THE CAPITAL STOCK OF
AES AND NDI. The respective designations and numbers of outstanding shares and  
voting rights of the outstanding capital stock of AES and NDI as of the date of 
this Agreement are as follows:                                                  

                        (i)      the authorized capital stock of AES ("AES
                                   Stock") is 100,000,000 shares of AES common
                                    stock, $0.0001 par value per share, of which
                           10,670,513 are currently issued and
        outstanding; and

                      (ii)     the authorized capital stock of NDI is:

                                  A.       9,000,000 shares of common stock,
                                            no par value ("NDI Common Stock"),
                                       of which 3,093,430 shares are
                                           currently issued and outstanding;

                              B.       1,000,000 shares of preferred
                                             stock, no par value ("NDI Preferred
                                    Stock"), none of which are
                                           currently issued and outstanding.

                  1.5 EFFECT OF MERGER. At the Effective Time of the Merger, the
effect of the Merger shall be as provided in the applicable provisions of the   
Florida Business Corporation Act. Without limiting the generality of the        
foregoing, and subject thereto, at the Effective Time of the                    

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Merger (i) all the rights, privileges, powers and franchises, of a public as    
well as of a private nature, and all property, real, personal and mixed, and all
debts due on whatever account, including subscriptions to shares, and all other 
choses in action, and all and every other interest of or belonging to or due to 
AES shall be taken and deemed to be transferred to, and vested in, the Surviving
Corporation without further act or deed; and all property, rights and           
privileges, powers and franchises and all and every other interest shall be     
thereafter the property of the Surviving Corporation, as they were of AES, and  
(ii) all debts, liabilities, duties and obligations of AES shall become the     
debts, liabilities and duties of the Surviving Corporation and the Surviving    
Corporation shall thenceforth be responsible and liable for all the debts,      
liabilities, duties and obligations of AES and neither the rights of creditors  
nor any liens upon the property of AES shall be impaired by the Merger, and such
rights and liens shall be enforced against the Surviving Corporation.           

2.       CONVERSION OF STOCK                                  

                 2.1 MANNER OF CONVERSION. As a consequence of the Merger, the
issued and outstanding AES Stock will be converted into NDI Common Stock. The   
manner of converting the shares of AES Stock into shares of NDI Common Stock    
shall be as follow: As of the Effective Time of the Merger, all of the shares of
AES Stock issued and outstanding immediately prior to the Effective Time of the 
Merger, by virtue of the Merger and without any action on the part of the holder
thereof, automatically shall be deemed to represent that number of shares of NDI
Common Stock determined pursuant to Section 2.2 (ii) (B) below; and             

        All NDI Common Stock received by the stockholders of AES (collectively
the "AES STOCKHOLDERS") as of the Effective Time of the Merger shall have the   
same voting, liquidation and other rights as all the other shares of outstanding
NDI Common Stock.                                                               

2.2      CONSIDERATION.                     

                           (i)      AES STOCKHOLDERS will own, in the aggregate,
                               87.7% of the issued and outstanding NDI
                                   Common Stock immediately after consummation
                                    of the Merger. Each AES STOCKHOLDER shall be
                                    entitled to receive such number of shares of
                                 NDI Common Stock as set forth in Annex II
        attached hereto.

                (ii)     To facilitate consummation of the
                                  transactions provided for herein, and as a
                                 condition to the Closing, NDI shall have:

                                  A.       Effected a 2.0670422 to 1 reverse
                                             stock split of the 3,093,430 shares
                                             of currently issued and outstanding
                                       NDI Common Stock, so that NDI
                                            shareholders will own an aggregate
                                           of 1,496,549 shares of NDI Common
                                             Stock immediately after the reverse
                                          stock split and also immediately
                                            upon and after the consummation of
             the

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                                          Merger; said aggregate amount of
                                         NDI Common Stock being equal to
                                             12.3% of the issued and outstanding
                                            NDI Common Stock immediately after
                                         consummation of the Merger; and

                              B.       Authorized the issuance of an
                                           aggregate of 10,670,513 shares of
                                           NDI Common Stock for the pro rata
                                 distribution to the AES
                                            STOCKHOLDERS as set forth on Annex
                                            II attached hereto; said aggregate
                                          amount of NDI Common Stock being
                                          equal to 87.7% of the issued and
                                      outstanding NDI Common Stock
                                           immediately after consummation of
                                             the Merger. Each share of AES Stock
                                         shall be converted into one (1)
                                        share of NDI Common Stock as a
                                         result of the Merger; provided,
                                     however, that if AES issues
                                           additional AES Stock prior to the
                                         Closing (as that term is herein
                                           defined), each share of AES Stock
                                           will be converted into the number
                                       of shares of NDI Common Stock
                                          calculated by multiplying 1 by a
                                             fraction, the numerator of which is
                                           10,670,513 and the denominator of
                                          which is the number of shares of
                                             AES Stock then outstanding; and the
                                             NDI shareholders will hold 12.3% of
                                          the NDI Common Stock immediately
                           after the Merger.

3.       DELIVERY OF SHARES.                                  

                3.1 SURRENDER OF CERTIFICATES REPRESENTING AES STOCK. At the
Closing, as defined in section 4 below:                                         

            (i)           Subject to Section 4.2(b), the AES
                           STOCKHOLDERS, as the holders of all
                                certificates representing all issued and
                                    outstanding shares of AES Stock, shall, upon
                                   surrender of such certificates, be entitled
                              to receive the number of shares of NDI
                                   Common Stock pursuant to Section 2.2 above,
                                    all in accordance with their pro rata shares
                              (as set forth in Annex II hereto); and

                 (ii)          Until the certificates representing AES
                              Stock have been surrendered by the AES
                                 STOCKHOLDERS and replaced by certificates
                          representing NDI Common Stock, the
                                 certificates for AES Stock shall, for all
                                    corporate purposes be deemed to evidence the
                                    right to receive shares of NDI Common Stock,
                    as set forth in Section 2.2.

                 3.2 DELIVERY BY AES STOCKHOLDERS TO NDI. The AES STOCKHOLDERS
shall deliver to NDI at Closing or as soon thereafter as is practicable, the    
certificates representing AES Stock, duly endorsed in blank by the AES          
STOCKHOLDERS, or accompanied by blank                                           

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stock powers, (with signature guaranteed if so required by NDI) and with all    
necessary transfer tax and other revenue stamps, acquired at AES' expense or the
AES STOCKHOLDERS' expense, affixed and canceled. The AES STOCKHOLDERS shall     
promptly cure any deficiencies with respect to the endorsement of the           
certificates or other documents of conveyance with respect to such AES Stock or 
with respect to the stock powers accompanying any AES Stock.                    

                 3.3 DELIVERY BY NDI TO AES STOCKHOLDERS. NDI shall deliver to
the AES STOCKHOLDERS, at Closing or upon tender of the AES Stock, certificates  
for shares of NDI Common Stock pursuant to Section 2.2 above.                   

4.       CLOSING                                              

        4.1 PLACE AND DATE OF CLOSING. Delivery of the stock
certificates referred to in Section 3 above, and consummation of the other      
transactions contemplated by this Agreement (hereinafter referred to as the     
"Closing") shall take place at the offices of Foley & Lardner, 100 North Tampa  
Street, Suite 2700, Tampa, FL (or at such other location as may be agreed upon  
by AES and NDI) on July 31, 1998, or as soon as practicable after all conditions
to Closing shall have been satisfied or waived, or at such other time and date  
as NDI and AES may mutually agree, which date shall be referred to as the       
"Closing Date."                                                                 

4.2 CLOSING DELIVERIES.                     

                     (a) At the Closing, each AES STOCKHOLDER shall deliver to
NDI, free and clear of all pledges, liens, transfer and stamp tax obligations,  
encumbrances, claims and other charges thereon of every kind, the certificates  
for AES Stock pursuant to Section 3 hereof.                                     

           (b) At the Closing NDI shall deliver to the AES
STOCKHOLDERS, free and clear of all pledges, liens, transfer and stamp tax      
obligations, encumbrances, claims and other charges thereon of every kind, the  
certificates for the NDI Common Stock pursuant to Section 3 hereof. The number  
of shares of NDI Common Stock issued to the AES STOCKHOLDERS, as a group,       
pursuant to the Merger shall be equal to 87.7% of the outstanding capital stock 
of NDI immediately following the Merger.                                        

                   (c) At the Closing, AES shall make available to NDI the
written resignations of all the directors and officers of AES effective as of   
the Closing except for such directors and officers as are provided in Section   
1.3 above, and shall cause to be made available to NDI all minute books, stock  
record books, books of account, corporate seals, leases, contracts, agreements, 
securities, bank, checking and money market accounts, other investments,        
deposits, customer and subscriber lists, files and other documents, instruments 
and papers belonging to AES and shall cause full possession and control of all  
of the assets and properties of every kind and nature, tangible and intangible, 
of AES and of all other things and matters pertaining to the operation of the   
business of AES to be transferred and delivered to NDI . At the Closing, AES    
shall also deliver to NDI and NDI shall deliver to AES, the certificates,       
opinions and other instruments and documents referred to in Sections 8 and 9    
hereof, respectively.                                                           

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5.       REPRESENTATIONS AND WARRANTIES OF AES                

  AES represents and warrants to NDI as follows:

                 5.1 DUE ORGANIZATION. Each of AES and the subsidiaries of AES
identified in Schedule 5.6 hereto (the "AES Subsidiaries") is a corporation duly
organized, validly existing and is in good standing under the laws of its       
jurisdiction of incorporation, and is duly authorized and qualified to do       
business under all applicable laws, regulations, ordinances and orders of public
authorities to carry on its business in the places and in the manner as now     
conducted except where the failure to be so authorized or qualified would not   
have a material adverse effect on the business, operations, affairs, prospects, 
properties, assets, profits or condition (financial or otherwise) of AES and the
AES Subsidiaries taken as a whole (a "Material Adverse Effect"). Schedule 5.1   
hereto contains a list of all jurisdictions in which AES and each AES Subsidiary
is authorized or qualified to do business. True, complete and correct copies of 
the Articles of Incorporation and Bylaws, each as amended, of AES and each AES  
Subsidiary are attached hereto as part of Schedule 5. 1. Such Articles of       
Incorporation and By-laws are referred to herein as the "AES Charter Documents."
The minute books of AES and each AES Subsidiary as heretofore made available to 
NDI (and as shall be delivered to NDI at Closing) are correct and complete in   
all material respects.                                                          

           5.2 AUTHORIZATION; VALIDITY. The representatives of AES
executing this Agreement have the corporate power and authority to enter into   
and bind AES to the terms of this Agreement. AES has the full legal right,      
corporate power and authority to enter into this Agreement and the transactions 
contemplated hereby. The execution and delivery of this Agreement by AES and the
performance by AES of the transactions contemplated herein have been duly and   
validly authorized by the Board of Directors of AES and this Agreement has been 
duly and validly authorized by all necessary corporate action. This Agreement is
a legal, valid and binding obligation of AES enforceable in accordance with its 
terms.                                                                          

                 5.3 CAPITAL STOCK OF AES. The authorized capital stock of AES
is as set forth in Section 1.4(i) hereof. All of the issued and outstanding     
shares of the capital stock of AES have been duly authorized and validly issued,
are fully paid and nonassessable and are owned of record and beneficially by the
AES STOCKHOLDERS in the amounts set forth in Annex I hereto free and clear of   
all liens, encumbrances and claims of every kind. All of the issued and         
outstanding shares of the capital stock of AES were offered, issued, sold and   
delivered by AES in compliance with all applicable state and federal laws       
concerning the issuance of securities. There are no preemptive rights with      
respect to the AES stock.                                                       

            5.4 TRANSACTIONS IN CAPITAL STOCK, ACCOUNTING TREATMENT.
Except as set forth in Schedule 5.4 hereto, no option, warrant, call, conversion
right or commitment of any kind exists which may obligate AES to issue any      
shares of capital stock. Except as set forth in Schedule 5.4 hereto, AES has no 
obligation (contingent or otherwise) to purchase, redeem or otherwise acquire   
any of its equity securities or any interests therein or to pay any dividend or 
make any distribution in respect thereof. The voting stock structure of AES and 
the AES                                                                         

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Subsidiaries has not been materially altered or changed in contemplation of the 
Merger. Except as provided in Schedule 5.4, the relative ownership of shares    
among any of the respective stockholders of AES and the AES Subsidiaries has not
been materially altered or changed in contemplation of the Merger; provided,    
however, that AES may continue to issue stock in acquisition transactions       
between the date hereof and Closing.                                            

            5.5 NO BONUS SHARES. Except as set forth in Schedule 5.5
hereto, none of the shares of AES Stock was issued pursuant to awards, grants or
bonuses.                                                                        

                  5.6 AES SUBSIDIARIES. AES has no subsidiaries other than those
listed on Schedule 5.6 hereto (previously defined as the AES Subsidiaries), and 
except as set forth on Schedule 5.6 hereto, AES does not presently own, of      
record or beneficially, or control, directly or indirectly, any capital stock,  
securities convertible into capital stock or any other equity interest in any   
corporation, association or business entity (other than the AES Subsidiaries),  
nor is AES, directly or indirectly, a participant in any joint venture,         
partnership or other noncorporate entity. Schedule 5.6 hereto lists the number  
of shares and class of authorized capital stock of the AES Subsidiaries, all of 
which shares are owned by AES free and clear of all liens, encumbrances and     
claims of every kind. Notwithstanding anything to the contrary herein contained,
AES may continue to acquire other businesses and companies between the date     
hereof and the Closing Date.                                                    

               5.7 PREDECESSOR STATUS; ETC. Set forth in Schedule 5.7 is a
listing of all names of all predecessor companies of AES, including without     
limitation the names of any entities from whom AES has acquired material assets 
other than in the normal and ordinary course of business and consistent with    
past practice. Except as set forth in Schedule 5.7 hereto, AES has not at any   
time been a subsidiary or division of another corporation or a party to an      
acquisition which was later rescinded.                                          

                5.8 SPIN-OFF BY AES. There has not been any sale or spin-off
of material assets of either AES, any AES Subsidiary or any other person or     
entity that directly, or indirectly through one or more intermediaries,         
controls, is controlled by or is under common control with AES ("Affiliates")   
within the preceding year.                                                      

          5.9 FINANCIAL STATEMENTS. AES (i) has delivered to NDI
(attached as Schedule 5.9 hereto) true, complete and correct copies of unaudited
unconsolidated balance sheets of certain AES Subsidiaries as of December 31,    
1997 (the end of their most recent completed fiscal year), and unaudited        
Statements of Income, Accumulated Deficit and Cash Flows for the same AES       
Subsidiaries for the same periods and will deliver to NDI as soon as practicable
its own unaudited 1997 financial statements and those of its other subsidiaries 
(collectively, the "AES Financials").                                           

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5.10 LIABILITIES AND OBLIGATIONS.                 

             (a) Except as disclosed on Schedule 5.10 attached hereto,
neither AES nor any AES Subsidiary is liable for or subject to any liabilities  
exceeding an aggregate amount of $500,000, except for:                          

                   (i)      those liabilities reflected or to be
                               reflected on the AES Financials and not
                      heretofore paid or discharged;

                        (ii)     those liabilities arising in the ordinary
                               course of its business (which, in AES's
                                    case, consists of acquiring other businesses
                                    and companies) consistent with past practice
                                   under any contract, commitment or agreement
                                 specifically disclosed on any Schedule to
                            this Agreement or not required to be
                                disclosed thereon because of the term or
                     amount involved or otherwise;

                         (iii)    those liabilities incurred in the ordinary
                                 course of business (which, in AES's case,
                                  consists of acquiring other businesses and
                                companies) and either not required to be
                                    shown on the AES Financials or arising after
             the date thereof; and

                    (iv)     those liabilities incurred during the
                                routine operations of AES and consistent
                                 with past practice (which, in AES's case,
                                  consists of acquiring other businesses and
                              companies), the amount of which can be
                                 determined only subsequent to the date of
           the AES Financials.

  For purposes of this Section 5.10 and Section 10 below, the term
"liabilities" shall include without limitation any direct or indirect liability,
indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost,     
expense, obligation or responsibility, either accrued, absolute, contingent or  
otherwise and whether known or unknown, fixed or unfixed, choate or inchoate,   
liquidated or unliquidated, secured or unsecured.                               

                  (b) AES has delivered to NDI, in the case of those liabilities
which are not fixed, a reasonable estimate of the maximum amount which may be   
payable. For each such liability for which the amount is not fixed or is        
contested, AES has provided to NDI (i) a summary description of the liability   
together with (A) copies of all relevant documentation relating thereto, (B)    
amounts claimed and any other action or relief sought and (C) name of claimant, 
(ii) all other parties to the claim, suit or proceeding and the name of each    
court or agency before which such claim, suit or proceeding is pending, and     
(iii) the date such claim, suit or proceeding was instituted.                   

                5.11 ACCOUNTS AND NOTES RECEIVABLE. AES has delivered to NDI
an accurate list (attached as Schedule 5.11 hereto) of the accounts and notes   
receivable of AES and each AES Subsidiary as of a date not more than 90 business
days prior to the date hereof (including without limitation receivables from and
advances to employees and the AES STOCKHOLDERS). Prior                          

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to Closing, AES shall also update Schedule 5.11 and provide NDI with an accurate
list of all accounts and notes receivable as of the end of the month preceding  
the month in which the Closing occurs. All lists of accounts and notes          
receivable shall show the aging of all accounts and notes receivable showing    
amounts due in 30-day aging categories. To the best knowledge of AES, except to 
the extent reflected on Schedule 5.11, such accounts and notes are collectible  
in the amount shown on Schedule 5.11, net of reserves reflected in the balance  
sheet as of the Date of the AES Financials.                                     

                 5.12 PERMITS AND INTANGIBLES. To the best of their knowledge,
each of AES and the AES Subsidiaries owns or holds all licenses, franchises,    
permits and other governmental authorizations, including without limitation     
permits, titles (including without limitation motor vehicle titles and current  
registrations), title permits, licenses, franchises, certificates, trademarks,  
trade names, patents, patent applications and copyrights, the absence of any of 
which could have a Material Adverse Effect (the "AES Material Permits"). AES has
delivered to NDI an accurate list and summary description (attached as Schedule 
5.12 hereto) of all AES Material Permits. To the knowledge of AES, the AES      
Material Permits are valid, and AES has not received any notice that any        
governmental authority intends to modify, cancel, terminate or not renew any AES
Material Permit. AES and each AES Subsidiary has conducted and is conducting its
business in compliance with the requirements, standards, criteria and conditions
set forth in the AES Material Permits and other applicable orders, approvals,   
variances, rules and regulations and is not in violation of any of the foregoing
except where such non-compliance or violation would not have a Material Adverse 
Effect. The transactions contemplated by this Agreement will not result in a    
default under or a breach or violation of, or adversely affect the rights and   
benefits afforded to AES or any AES Subsidiary by, any AES Material Permit.     

5.13 ENVIRONMENTAL MATTERS.                 

               (a) To the best of their knowledge, each of AES and the AES
Subsidiaries has complied with and is in compliance with all federal, state,    
local and foreign statutes (civil and criminal), common laws, ordinances,       
regulations, rules, notices, permits, judgments, orders and decrees applicable  
to it and its properties, assets, operations and businesses relating to         
environmental protection (collectively "Environmental Laws"), including without 
limitation Environmental Laws relating to air, water, land and the generation,  
storage, use, handling, transportation, treatment or disposal of Hazardous      
Wastes and Hazardous Substances (as such terms are currently defined in any     
applicable Environmental Law), except to the extent that noncompliance with any 
Environmental Law, either singly or in the aggregate, does not and would not    
have a Material Adverse Effect;                                                 

               (b) To the best of their knowledge, each of AES and the AES
Subsidiaries has obtained and adhered to all necessary permits and other        
approvals necessary to treat, transport, store, dispose of and otherwise handle 
Hazardous Wastes and Hazardous Substances and has reported, to the extent       
required by all Environmental Laws, all past and present sites owned and        
operated by AES or any AES Subsidiary where Hazardous Wastes or Hazardous       
Substances have                                                                 

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been treated, stored, disposed of or otherwise handled, except to the extent    
that a failure to do so, either singly or in the aggregate, does not and would  
not have a Material Adverse Effect;                                             

              (c) There have been no releases or threats of releases (as
defined in Environmental Laws) by AES or any of its subsidiaries at, from, in or
on any property owned or operated by AES or any AES Subsidiary except as        
permitted by Environmental Laws or where such releases do not and would not have
a Material Adverse Effect;                                                      

               (d) To the best of their knowledge, each of AES and the AES
Subsidiaries knows of no on-site or off-site location to which AES or any AES   
Subsidiary has transported or disposed of Hazardous Wastes and Hazardous        
Substances or arranged for the transportation of Hazardous Wastes and Hazardous 
Substances, which site is the subject of any federal, state, local or foreign   
enforcement action or any other investigation which could lead to any claim     
against AES, any AES Subsidiary, NDI or and NDI Subsidiary (as hereinafter      
defined) for any clean-up cost, remedial work, damage to natural resources or   
personal injury, including without limitation any claim under United States or  
Florida environmental statutes, as amended; and                                 

               (e) To the best of their knowledge, neither AES nor any AES
Subsidiary has or will have any liability in connection with any release of any 
Hazardous Waste or Hazardous Substance into the environment, except to the      
extent that such liability does not and would not have a Material Adverse       
Effect.                                                                         

                5.14 REAL AND PERSONAL PROPERTY. AES has delivered to NDI an
accurate list (attached as Schedule 5.14 hereto) of all owned and leased real   
property, all personal property included in "depreciable plant, property and    
equipment" on the AES Financials and all other personal property owned or leased
by AES or any AES Subsidiary with a value in excess of $100,000 (i) as of the   
date of the AES Financials and (ii) acquired since the date of the AES          
Financials, including in each case true, complete and correct copies of leases  
for material equipment and all real properties on which are situated buildings, 
warehouses, workshops, garages and other structures used in the operation of the
business of AES and the AES Subsidiaries. All personal property, material       
machinery and equipment of AES and the AES Subsidiaries listed on Schedule 5.14 
are in good working order and condition, ordinary wear and tear excepted. All   
leases set forth on Schedule 5.14 are in full force and effect and constitute   
valid and binding agreements of AES or the AES Subsidiary and, to the knowledge 
of AES, the other parties thereto in accordance with their respective terms. All
fixed assets used by AES or any AES Subsidiary that are material to the         
operation of their business are either owned by AES or the AES Subsidiary or    
leased under an agreement listed on Schedule 5.15. Schedule 5.14 includes       
without limitation true, complete and correct copies of all title reports and   
title insurance policies received or owned by AES or any AES Subsidiary that are
still in effect. Schedule 5.14 also includes a summary description of all plans 
or projects involving the opening of new operations, expansion of any existing  
operations or the acquisition of any real property or existing business, to     
which management of AES has made any material expenditure in the two-year period
prior to the date of this Agreement, which if pursued by AES or any AES         
Subsidiary would require additional material expenditures of capital.           

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      5.15 SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND
COMMITMENTS. Schedule 5.15 hereto contains an accurate list of (i) all          
significant customers (i.e. those customers representing 5% or more of AES's    
revenues for the 12 months ending on the date of the AES Financials, or who have
paid to AES $100,000 or more in any of the past four fiscal quarters) and (ii)  
all material contracts, commitments, leases, instruments, agreements, licenses  
or permits to which AES or any AES Subsidiary is a party or by which it or its  
properties are bound (including without limitation contracts with significant   
customers, joint venture or partnership agreements, contracts with any labor    
organizations, loan agreements, indemnity or guaranty agreements, bonds,        
mortgages, options to purchase land, liens, pledges or other security           
agreements) (i) as of the date of the AES Financials and (ii) entered into since
the date of the AES Financials (collectively, the "AES Material Contracts").    
Schedule 5.15 hereto includes true, complete and correct copies of the AES      
Material Contracts. Except to the extent set forth on Schedule 5.15 hereto, (i) 
none of AES's significant customers have canceled or substantially reduced or,  
to the knowledge of AES are currently attempting or threatening to cancel or    
substantially reduce service, (ii) AES and the AES Subsidiaries have complied   
with all of their respective material commitments and obligations and are not in
default under any of the AES Material Contracts and no notice of default has    
been received with respect to any thereof and (iii) there are no AES Material   
Contracts that were not negotiated at arm's length with third parties not       
affiliated with AES or any officer, director or AES STOCKHOLDER. AES is not     
bound by or subject to (and none of its respective assets or properties is bound
by or subject to) any arrangement with any labor union. No employees of AES or  
any AES Subsidiary are represented by any labor union or covered by any         
collective bargaining agreement and, to the best of AES's knowledge, no campaign
to establish such representation is in progress. There is no pending or, to the 
best of AES's knowledge, threatened labor dispute involving AES or any AES      
Subsidiary and any group of their employees nor has AES or any AES Subsidiary   
experienced any labor interruptions over the past year and AES considers its    
relationship with its employees to be good.                                     

                 5.16 TITLE TO REAL PROPERTY. AES and each AES Subsidiary does
not own any real property except as set forth on Schedule 5.16 hereto.          

             5.17 INSURANCE. AES has delivered to NDI an accurate list
(attached as Schedule 5.17 hereto) as of the Date of the AES Financials of all  
insurance policies carried by AES and the AES Subsidiaries and all insurance    
loss runs or workmen's compensation claims received for the past policy year.   
Also attached to Schedule 5.17 are true, complete and correct copies of all     
current insurance policies, all of which are in full force and effect. Such     
insurance policies are currently in full force and effect and shall remain in   
full force and effect through the Closing Date.                                 

                  5.18 COMPENSATION; EMPLOYMENT AGREEMENTS. AES has delivered to
NDI an accurate list (attached as Schedule 5.18 hereto) showing all officers and
directors of AES and each AES Subsidiary, and of all employees of AES and the   
AES Subsidiaries currently earning, on an annualized basis (including           
commissions) in excess of $150,000 per year (the "AES Key Employees"), listing  
all employment agreements with such officers, directors and AES Key Employees   
and the rate of compensation (and the portions thereof attributable to salary,  
bonus                                                                           

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and other compensation, respectively) of each of such persons as of (i) the date
of the AES Financials and (ii) the date hereof. AES has provided to NDI true,   
complete and correct copies of all employment contracts, commitments and        
arrangements with persons listed on Schedule 5.18.                              

            5.19 EMPLOYEE BENEFIT PLANS. All employee benefit plans,
programs and policies (whether formal or informal, and whether maintained for   
the benefit of a single individual or more than one individual) maintained or   
contributed to by AES or any AES Subsidiary for the benefit of any current or   
former employee of AES or any AES Subsidiary or in which such employees are     
entitled to participate are listed in Schedule 5.19 (the "AES Benefit Plans"),  
and copies of all such written plans and policies, written descriptions of all  
such oral plans and policies, and all other documentation relating to such plans
and policies have been delivered or made available to NDI. Except as disclosed  
on Schedule 5.19:                                                               

                   (i)      each AES Benefit Plan and the administration
                                thereof complies, and has at all times complied,
                              in all material respects with the requirements
      of all applicable law;

                      (ii)     no suit, actions or other litigation (excluding
                            claims for benefits incurred in the ordinary
                            course of plan activities) have been brought
                                against or with respect to any AES Benefit Plan;

                      (iii)    all required contributions to AES Benefit Plans
                              have been made, and all benefits accrued under
                            any unfunded AES Benefit Plan will have been
                              paid, accrued or otherwise adequately reserved
                           in accordance with GAAP and AES and the AES
                        Subsidiaries have performed all material
                              obligations required to be performed under the
      AES Benefit Plans; and

                  (iv)     no employee of AES or any AES Subsidiary is
                                represented by a labor union or organization, no
                              labor union or organization has been certified
                             or recognized as a representative of any such
                         employee, there are no pending or, to the
                           knowledge of AES, threatened representation
                         campaigns concerning union representation
                              involving any employee or efforts of any labor
                         union or organization (or representatives
                      thereof) to organize any employees. If
                               reasonably requested by NDI, AES will terminate
                  any AES Benefit Plan substantially
                   contemporaneously with the Closing.

              5.20 CONFORMITY WITH LAW; LITIGATION. To the best of their
knowledge, neither AES nor any AES Subsidiary has violated any law or regulation
or any order of any court or federal, state, municipal or other governmental    
department, commission, board, bureau, agency or instrumentality having         
jurisdiction over it, which violations in the aggregate would have a            

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Material Adverse Effect; and except to the extent set forth in Schedule 5.10,   
there are no material claims, actions, suits or proceedings, pending or, to the 
knowledge of AES, threatened, against or affecting AES or any AES Subsidiary, at
law or in equity, or before or by any federal, state, municipal or other        
governmental department, commission, board, bureau, agency or instrumentality   
having jurisdiction over it and no notice of any claim, action, suit or         
proceeding, whether pending or threatened, has been received.                   

                 5.21 TAXES. Except as set forth in Schedule 5.21, (i) AES and
each AES Subsidiary has timely filed or will timely file all requisite federal, 
state and other Tax (as defined below) returns, reports and forms ("AES         
Returns") for all periods ended on or before the Closing Date; (ii) there are no
examinations in progress or claims against AES for Taxes for any period or      
periods and no notice of any claim for Taxes, whether pending or threatened, has
been received; (iii) the amounts shown as accruals for Taxes on the AES         
Financials are sufficient for the payment of all Taxes, whenever determined, for
all fiscal periods ended on or before that date; (iv) AES and each AES          
Subsidiary has a taxable year ending on December 31 in each year; (v) AES and   
each AES Subsidiary currently utilizes the accrual method of accounting for     
income Tax purposes and such method of accounting has not changed in the past   
year; (vi) AES and each AES Subsidiary has paid or has fully accrued for all    
Taxes, whenever determined, with respect to periods ending on or before the     
Closing Date; and (vii) copies of (1) any Tax examinations, (2) extensions of   
statutory limitations for the collection or assessment of Taxes and (3) the AES 
Returns for the last three (3) fiscal years are included as part of Schedule    
5.21. If AES has undergone a sales tax audit with the Florida Department of     
Revenue within the last year, in regard to that audit, AES specifically         
represents that it has paid all amounts due and has no further liability        
whatsoever in regard to said audit or any other sales tax matters and, further, 
that no additional sales tax is due in connection with any reclassification of  
any assets of AES.                                                              

                Upon the request of NDI, AES shall provide NDI copies of all
AES Returns other than those previously provided pursuant to clause (vii)(3) of 
the preceding sentence.                                                         

           For purposes of this Agreement, the term "Tax" shall be
understood to include any tax or similar governmental charge, impost or levy    
(including without limitation income taxes, franchise taxes, transfer taxes or  
fees, sales taxes, use taxes, gross receipts taxes, value added taxes,          
employment taxes, excise taxes, ad valorem taxes, property taxes, withholding   
taxes, payroll taxes, minimum taxes or windfall profit taxes) together with any 
related penalties, fines, additions to tax or interest, imposed by the United   
States or any other country or any state, county, local or foreign government or
subdivision or agency thereof.                                                  

              5.22 NO VIOLATION. To the best of their knowledge, neither
AES, any AES Subsidiary or any other party thereto is (i) in violation of any   
AES Charter Document or (ii) in default under any AES Material Contract (the AES
Material Contracts, together with the AES Charter Documents, being referred to  
herein as the "AES Material Documents"); and, except as set forth in the        
Schedules attached to this Agreement, (a) the rights and benefits of AES and the
AES Subsidiaries under the AES Material Documents will not be materially and    
adversely affected by the transactions contemplated hereby and (b) the execution
of this Agreement and the                                                       

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performance of the obligations hereunder and the consummation of the            
transactions contemplated hereby will not result in any material violation or   
breach or constitute a default under, any of the terms or provisions of the AES 
Material Documents or the AES Charter Documents. If any of the AES Material     
Documents requires notice to, or the consent or approval of, any governmental   
agency or other third party to any of the transactions contemplated hereby to   
remain in full force and effect or give rise to any right to termination,       
cancellation or acceleration or loss of any right or benefit, then (i) AES will 
furnish all requisite notices and use its best efforts to obtain the necessary  
consents and approvals before consummation of the Merger; or (ii) the current   
officers and directors of AES will cooperate with NDI in furnishing the         
requisite notices and in obtaining the necessary consents and approvals after   
consummation of the Merger.                                                     

              5.23 GOVERNMENT CONTRACTS. Except as set forth on Schedule
5.23 neither AES nor any AES Subsidiary is a party to any governmental contracts
subject to price redetermination or renegotiation.                              

               5.24 ABSENCE OF CHANGES. Since February 21, 1998, except as
contemplated herein or as set forth on Schedule 5.24, there has not been:       

                       (i)      any changes that, individually or in the
                              aggregate, have had a Material Adverse
Effect; 

                          (ii)     any damage, destruction or loss (whether or
                            not covered by insurance) materially
                             adversely affecting the properties or
                              business of AES or any AES Subsidiary;

                          (iii)    any change in the authorized capital of AES
                         or any AES Subsidiary or in their
                               outstanding securities or any change in
                                 their ownership interests or any grant of
                                any options, warrants, calls, conversion
                                 rights or commitments; provided, however,
                                that AES may continue to issue stock and
                                  securities in connection with acquisitions
                                 and financing of businesses and companies

                          (iv)     any work interruptions, labor grievances or
                             claims filed, or any similar event or
                              condition of any character, materially
                                  adversely affecting the business or future
                               prospects of AES or any AES Subsidiary;

                        (v)      any sale or transfer, or any agreement to
                              sell or transfer, any material assets,
                            property or rights of AES or any AES
                                   Subsidiary to any person, including without
                                 limitation the AES STOCKHOLDERS and their
   affiliates;

                        (vi)     any cancellation, or agreement to cancel,
                                  any indebtedness or other obligation owing
                               to AES or any AES Subsidiary, including
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                                    limitation any indebtedness or obligation of
                                    any of the AES STOCKHOLDERS or any affiliate
                              thereof, provided that AES and the AES
                                   Subsidiaries may negotiate and adjust bills
                                 in the course of good faith disputes with
                                  customers in a manner consistent with past
 practice;

                          (vii)    any plan, agreement or arrangement granting
                              any preferential rights to purchase or
                                  acquire any interest in any of the assets,
                            property or rights of AES or any AES
                                    Subsidiary or requiring consent of any party
                                  to the transfer and assignment of any such
                   assets, property or rights;

                          (viii)   any waiver of any material rights or claims
                     of AES or any AES Subsidiary;

                (ix)     any material breach, amendment or
                             termination of any material contract,
                                    agreement, license, permit or other right to
                                   which AES or any AES Subsidiary is a party;
or      

                           (x)      any transaction by AES or any AES Subsidiary
                                outside the ordinary course of business.

                5.25 DEPOSIT ACCOUNTS; POWERS OF ATTORNEY. AES has delivered
to NDI an accurate schedule (Schedule 5.25) as of the date of this Agreement,   
of:                                                                             

                        (i)      the name of each financial institution in
                              which AES or any AES Subsidiary has an
                    account or safe deposit box;

                           (ii)     the names in which the accounts or boxes are
held;   

       (iii)    the type of account; and

                         (iv)     the name of each person authorized to draw
                       thereon or have access thereto.

                    Schedule 5.25 also sets forth the name of each
person, corporation, firm or other entity holding a general or special power of 
attorney from AES or any AES Subsidiary and a description of the terms of such  
power.                                                                          

                5.26     VALIDITY OF OBLIGATIONS. The execution and delivery
of this Agreement by AES and the performance of the transactions contemplated   
herein have been duly and validly authorized by the Board of Directors of AES,  
and this Agreement has been duly and validly authorized by all necessary        
corporate action and is a legal, valid and binding obligation of AES.           

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               5.27 RELATIONS WITH GOVERNMENTS. Neither AES nor any of the
AES Subsidiaries have made, offered or agreed to offer anything of value to any 
governmental official, political party or candidate for government office nor   
has it otherwise taken any action which would cause AES or any AES Subsidiary to
be in violation of the United States Foreign Corrupt Practices Act of 1977, as  
amended, or any law of similar effect.                                          

         5.28 DISCLOSURE. No representation or warranty by AES
contained in this Agreement, and no representation, warranty or statement       
contained in any list, certificate, Schedule or other instrument, document,     
agreement or writing furnished or to be furnished to, or made with, NDI pursuant
hereto or in connection with the negotiation, execution or performance hereof,  
contains or will contain any untrue statement of a material fact or omits or    
will omit to state any material fact necessary to make any statement herein or  
therein not misleading.                                                         

          5.29 BOARD APPROVAL. The Board of Directors of AES has
approved the Merger and the terms of this Agreement.                            

6.       REPRESENTATIONS AND WARRANTIES OF NDI                

  NDI represents and warrants to AES as follows:

                 6.1 DUE ORGANIZATION. Each of NDI and the subsidiaries of NDI
identified in Schedule 6.6 hereto (the "NDI Subsidiaries") is a corporation duly
organized, validly existing and is in good standing under the laws of its       
jurisdiction of incorporation, and is duly authorized and qualified to do       
business under all applicable laws, regulations, ordinances and orders of public
authorities to carry on its business in the places and in the manner as now     
conducted except where the failure to be so authorized or qualified would not   
have a material adverse effect on the business, operations, affairs, prospects, 
properties, assets, profits or condition (financial or otherwise) of NDI and the
NDI Subsidiaries taken as a whole (a "Material Adverse Effect"). Schedule 6.1   
hereto contains a list of all jurisdictions in which NDI and each NDI Subsidiary
is authorized or qualified to do business. True, complete and                   
correct copies of the Articles of Incorporation and Bylaws, each as amended, of 
NDI and each NDI Subsidiary are attached hereto as part of Schedule 6.1. Such   
Articles of Incorporation and By-laws are referred to herein as the "NDI Charter
Documents." The minute books of NDI and each NDI Subsidiary as heretofore made  
available to AES are correct and complete in all material respects.             

           6.2 AUTHORIZATION; VALIDITY. The representatives of NDI
executing this Agreement have the corporate power and authority to enter into   
and bind NDI to the terms of this Agreement. NDI has the full legal right,      
corporate power and authority to enter into this Agreement and the transactions 
contemplated hereby. The execution and delivery of this Agreement by NDI and the
performance by NDI of the transactions contemplated herein have been duly and   
validly authorized by the Board of Directors of NDI and this Agreement has been 
duly and validly authorized by all necessary corporate action. This Agreement is
a legal, valid and binding obligation of NDI enforceable in accordance with its 
terms.                                                                          

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                 6.3 CAPITAL STOCK OF NDI. The authorized capital stock of NDI
is as set forth in Section 1.4(ii) hereof. All of the issued and outstanding    
shares of the capital stock of NDI have been duly authorized and validly issued,
are fully paid and nonassessable and are owned of record and beneficially by the
stockholders of NDI (collectively, the "NDI STOCKHOLDERS"). All of the issued   
and outstanding shares of the capital stock of NDI were offered, issued, sold   
and delivered by NDI in compliance with all applicable state and federal laws   
concerning the issuance of securities. There are no preemptive rights with      
respect to the NDI Common Stock.                                                

            6.4 TRANSACTIONS IN CAPITAL STOCK, ACCOUNTING TREATMENT.
Except as set forth in Schedule 6.4 hereto, no option, warrant, call, conversion
right or commitment of any kind exists which may obligate NDI to issue any      
shares of capital stock. Except as set forth in Schedule 6.4 hereto, NDI has no 
obligation (contingent or otherwise) to purchase, redeem or otherwise acquire   
any of its equity securities or any interests therein or to pay any dividend or 
make any distribution in respect thereof. The voting stock structure of NDI and 
the NDI Subsidiaries has not been materially altered or changed in contemplation
of the Merger, except that NDI shall be allowed to effect the transactions      
provided for in Section 2.2(ii) hereof without being in violation of the        
provisions of this Section 6.4.                                                 

            6.5 NO BONUS SHARES. Except as set forth in Schedule 6.5
hereto, none of the shares of NDI Common Stock was issued pursuant to awards,   
grants or bonuses.                                                              

                  6.6 NDI SUBSIDIARIES. NDI has no subsidiaries other than those
listed on Schedule 6.6 hereto (previously defined as the NDI Subsidiaries), and 
except as set forth on Schedule 6.6 hereto, NDI does not presently own, of      
record or beneficially, or control, directly or indirectly, any capital stock,  
securities convertible into capital stock or any other equity interest in any   
corporation, association or business entity (other than the NDI Subsidiaries),  
nor is NDI or any NDI Subsidiary, directly or indirectly, a participant in any  
joint venture, partnership or other noncorporate entity. Schedule 6.6 hereto    
lists the number of shares and class of authorized capital stock of the NDI     
Subsidiaries, all of which shares are owned by NDI free and clear of all liens, 
encumbrances and claims of every kind.                                          

               6.7 PREDECESSOR STATUS; ETC. Set forth in Schedule 6.7 is a
listing of all names of all predecessor companies of NDI, including without     
limitation the names of any entities from whom NDI has acquired material assets 
other than in the normal and ordinary course of business and consistent with    
past practice. Except as set forth in Schedule 6.7 hereto, NDI has not at any   
time been a subsidiary or division of another corporation or a party to an      
acquisition which was later rescinded.                                          

                6.8 SPIN-OFF BY NDI. There has not been any sale or spin-off
of material assets of either NDI, any NDI Subsidiary or any other person or     
entity that directly, or indirectly through one or more intermediaries,         
controls, is controlled by or is under common control with NDI ("Affiliates")   
within the preceding three (3) years.                                           

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              6.9  FINANCIAL STATEMENTS; SECURITIES FILINGS. NDI (i) has
delivered to AES (attached as Schedule 6.9 hereto) true, complete and correct   
copies of NDI's audited Balance Sheets as of December 31, 1994, 1995, and 1996  
(the end of each of its three most recent completed fiscal years), and audited  
Statements of Income, Accumulated Deficit and Cash Flows for the same periods   
(collectively, the "NDI Financials") and (ii) has delivered to NDI (also        
attached as Schedule 6.9 hereto) true, complete and correct copies of NDI's     
unaudited Balance Sheet (the "NDI Interim Balance Sheet") as of November 30,    
1997 (the "Balance Sheet Date") and related Statement of Income, and            
Supplementary Information for the eleven (11) month period then ended           
(collectively, the "NDI Interim Financials"; and together with the NDI          
Financials, the "NDI Financial Statements"). The NDI Financial Statements have  
been prepared in accordance with generally accepted accounting principles       
applied on a consistent basis throughout the periods indicated (such principles 
on such basis being referred to herein as "GAAP"), subject, in the case of the  
NDI Interim Financials to normal year-end audit adjustments, and to the omission
of footnote information. Each of the Balance Sheets included in the NDI         
Financial Statements presents fairly the consolidated financial condition of NDI
as of the dates indicated thereon, and each of the Statements of Income, Cash   
Flows and Retained Earnings included in the NDI Financial Statements presents   
fairly the results of its consolidated operations for the periods indicated     
thereon, subject in the case of the NDI Interim Financials, to year end         
adjustments. NDI has also delivered to AES copies of NDI's most recent Forms    
10-K, 10-Q and 8-K as filed with the Securities and Exchange Commission, and    
copies of all Forms 3, 4, 5, and 13D received by NDI since January 1997.        

6.10 LIABILITIES AND OBLIGATIONS.           

              (a)  Except as disclosed on Schedule 6.10 attached hereto,
neither NDI nor any NDI Subsidiary is liable for or subject to any liabilities  
exceeding an aggregate amount of $500,000, except for:                          

                 (i)          those liabilities reflected on the NDI
                                Interim Balance Sheet and not heretofore
           paid or discharged;

                    (ii)         those liabilities arising in the ordinary
                                   course of its business consistent with past
                                  practice under any contract, commitment or
                               agreement specifically disclosed on any
                                  Schedule to this Agreement or not required
                                   to be disclosed thereon because of the term
                        or amount involved or otherwise;

                      (iii)        those liabilities incurred, consistent with
                                past practice, in the ordinary course of
                                    business and either not required to be shown
                                   on the NDI Interim Balance Sheet or arising
                           since the Balance Sheet Date, which
                             liabilities in the aggregate are of a
                                    character and magnitude consistent with past
     practice; and

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               (iv)          those liabilities incurred during the
                                routine operations of NDI and consistent
                                   with past practice, the amount of which can
                                    be determined only subsequent to the Balance
                                Sheet Date and which were incurred or in
                                process prior to or on the Balance Sheet
                                   Date, such as utilities, delivery expenses,
                             maintenance expenses and the like not
                                  material in amount individually and in the
                           aggregate and for which appropriate
                                  adjustments are typically made at year end
                                  during the audit process or which would be
                                    made in accordance with GAAP, if any interim
                                financial statements were to be audited.

  For purposes of this Section 6.10 and Section 10 below, the term
"liabilities" shall include without limitation any direct or indirect liability,
indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost,     
expense, obligation or responsibility, either accrued, absolute, contingent or  
otherwise and whether known or unknown, fixed or unfixed, choate or inchoate,   
liquidated or unliquidated, secured or unsecured.                               

                  (b) NDI has delivered to AES, in the case of those liabilities
which are not fixed, a reasonable estimate of the maximum amount which may be   
payable. For each such liability for which the amount is not fixed or is        
contested, NDI has provided to AES (i) a summary description of the liability   
together with (A) copies of all relevant documentation relating thereto, (B)    
amounts claimed and any other action or relief sought and (C) name of claimant, 
(ii) all other parties to the claim, suit or proceeding and the name of each    
court or agency before which such claim, suit or proceeding is pending, and     
(iii) the date such claim, suit or proceeding was instituted.                   

                6.11 ACCOUNTS AND NOTES RECEIVABLE. NDI has delivered to AES
an accurate list (attached as Schedule 6.11 hereto) of the accounts and notes   
receivable of NDI and each NDI Subsidiary as of a date not more than 90 business
days prior to the date hereof (including without limitation receivables from and
advances to employees and the NDI STOCKHOLDERS). Prior to Closing, NDI shall    
also update Schedule 6.11 and provide NDI with an accurate list of all accounts 
and notes receivable as of the end of the month preceding the month in which the
Closing occurs. All lists of accounts and notes receivable shall show the aging 
of all accounts and notes receivable showing amounts due in 30-day aging        
categories. To the best knowledge of NDI, except to the extent reflected on     
Schedule 6.11, such accounts and notes are collectible in the amount shown on   
Schedule 6.11, net of reserves reflected in the balance sheet as of the Balance 
Sheet Date.                                                                     

                 6.12 PERMITS AND INTANGIBLES. To the best of their knowledge,
each of NDI and the NDI Subsidiaries owns or holds all licenses, franchises,    
permits and other governmental authorizations, including without limitation     
permits, titles (including without limitation motor vehicle titles and current  
registrations), title permits, licenses, franchises, certificates, trademarks,  
trade names, patents, patent applications and copyrights, the absence of any of 
which could have a Material Adverse Effect (the "NDI Material Permits"). NDI has
delivered to AES an accurate list and summary description (attached as Schedule 
6.12 hereto) of all NDI Material Permits. To                                    

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the knowledge of NDI, the NDI Material Permits are valid, and NDI has not       
received any notice that any governmental authority intends to modify, cancel,  
terminate or not renew any Material Permit. NDI and each NDI Subsidiary has     
conducted and is conducting its business in compliance with the requirements,   
standards, criteria and conditions set forth in the NDI Material Permits and    
other applicable orders, approvals, variances, rules and regulations and is not 
in violation of any of the foregoing except where such non-compliance or        
violation would not have a Material Adverse Effect. The transactions            
contemplated by this Agreement will not result in a default under or a breach or
violation of, or adversely affect the rights and benefits afforded to NDI or any
NDI Subsidiary by, any NDI Material Permit.                                     

6.13 ENVIRONMENTAL MATTERS.                 

               (a) To the best of their knowledge, each of NDI and the NDI
Subsidiaries has complied with and is in compliance with all federal, state,    
local and foreign statutes (civil and criminal), common laws, ordinances,       
regulations, rules, notices, permits, judgments, orders and decrees applicable  
to it and its properties, assets, operations and businesses relating to         
environmental protection (collectively "Environmental Laws"), including without 
limitation Environmental Laws relating to air, water, land and the generation,  
storage, use, handling, transportation, treatment or disposal of Hazardous      
Wastes and Hazardous Substances (as such terms are currently defined in any     
applicable Environmental Law), except to the extent that noncompliance with any 
Environmental Law, either singly or in the aggregate, does not and would not    
have a Material Adverse Effect;                                                 

               (b) To the best of their knowledge, each of NDI and the NDI
Subsidiaries has obtained and adhered to all necessary permits and other        
approvals necessary to treat, transport, store, dispose of and otherwise handle 
Hazardous Wastes and Hazardous Substances and has reported, to the extent       
required by all Environmental Laws, all past and present sites owned and        
operated by NDI or any NDI Subsidiary where Hazardous Wastes or Hazardous       
Substances have been treated, stored, disposed of or otherwise handled, except  
to the extent that a failure to do so, either singly or in the aggregate, does  
not and would not have a Material Adverse Effect;                               

              (c) There have been no releases or threats of releases (as
defined in Environmental Laws) by NDI or any of its subsidiaries at, from, in or
on any property owned or operated by NDI or any NDI Subsidiary except as        
permitted by Environmental Laws or where such releases do not and would not have
a Material Adverse Effect;                                                      

               (d) To the best of their knowledge, each of NDI and the NDI
Subsidiaries knows of no on-site or off-site location to which NDI or any NDI   
Subsidiary has transported or disposed of Hazardous Wastes and Hazardous        
Substances or arranged for the transportation of Hazardous Wastes and Hazardous 
Substances, which site is the subject of any federal, state, local or foreign   
enforcement action or any other investigation which could lead to any claim     
against NDI or any NDI Subsidiary for any clean-up cost, remedial work, damage  
to natural resources or personal injury, including without limitation any claim 
under United States or Florida environmental statutes, as amended; and          

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               (e) To the best of their knowledge, neither NDI nor any NDI
Subsidiary has or will have any liability in connection with any release of any 
Hazardous Waste or Hazardous Substance into the environment, except to the      
extent that such liability does not and would not have a Material Adverse       
Effect.                                                                         

                6.14 REAL AND PERSONAL PROPERTY. NDI has delivered to AES an
accurate list (attached as Schedule 6.14 hereto) of all owned and leased real   
property, all personal property included in "depreciable plant, property and    
equipment" on the NDI Interim Balance Sheet and all other personal property     
owned or leased by NDI or any NDI Subsidiary with a value in excess of $100,000 
(i) as of the Balance Sheet Date and (ii) acquired since the Balance Sheet Date,
including in each case true, complete and correct copies of leases for material 
equipment and all real properties on which are situated buildings, warehouses,  
workshops, garages and other structures used in the operation of the business of
NDI and the NDI Subsidiaries. All personal property, material machinery and     
equipment of NDI and the NDI Subsidiaries listed on Schedule 6.14 are in good   
working order and condition, ordinary wear and tear excepted. All leases set    
forth on Schedule 6.14 are in full force and effect and constitute valid and    
binding agreements of NDI or the NDI Subsidiary and, to the knowledge of NDI,   
the other parties thereto in accordance with their respective terms. All fixed  
assets used by NDI or any NDI Subsidiary that are material to the operation of  
their business are either owned by NDI or the NDI Subsidiary or leased under an 
agreement listed on Schedule 6.15. Schedule 6.14 includes without limitation    
true, complete and correct copies of all title reports and title insurance      
policies received or owned by NDI or any NDI Subsidiary that are still in       
effect. Schedule 6.14 also includes a summary description of all plans or       
projects involving the opening of new operations, expansion of any existing     
operations or the acquisition of any real property or existing business, to     
which management of NDI has made any material expenditure in the two-year period
prior to the date of this Agreement, which if pursued by NDI or any NDI         
Subsidiary would require additional material expenditures of capital.           

          6.15 SIGNIFICANT CUSTOMERS; NDI MATERIAL CONTRACTS AND
COMMITMENTS. Schedule 6.15 hereto contains an accurate list of (i) all          
significant customers (i.e. those customers representing 5% or more of NDI's    
revenues for the 12 months ending on the Balance Sheet Date, or who have paid to
NDI $100,000 or more in any of the past four fiscal quarters) and (ii) all      
material contracts, commitments, leases, instruments, agreements, licenses or   
permits to which NDI or any NDI Subsidiary is a party or by which it or its     
properties are bound (including without limitation contracts with significant   
customers, joint venture or partnership agreements, contracts with any labor    
organizations, loan agreements, indemnity or guaranty agreements, bonds,        
mortgages, options to purchase land, liens, pledges or other security           
agreements) (i) as of the Balance Sheet Date and (ii) entered into since the    
Balance Sheet Date (collectively, the "NDI Material Contracts"). Schedule 6.16  
hereto includes true, complete and correct copies of the NDI Material Contracts.
Except to the extent set forth on Schedule 6.15 hereto, (i) none of NDI's       
significant customers have canceled or substantially reduced or, to the         
knowledge of NDI are currently attempting or threatening to cancel or           
substantially reduce service, (ii) NDI and the NDI Subsidiaries have complied   
with all of their respective material commitments and obligations and are not in
default under any of the NDI Material Contracts and no notice of default has    
been                                                                            

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received with respect to any thereof and (iii) there are no NDI Material        
Contracts that were not negotiated at arm's length with third parties not       
affiliated with NDI or any officer, director or NDI STOCKHOLDER of NDI. NDI is  
not bound by or subject to (and none of its respective assets or properties is  
bound by or subject to) any arrangement with any labor union. No employees of   
NDI or any NDI Subsidiary are represented by any labor union or covered by any  
collective bargaining agreement and, to the best of NDI's knowledge, no campaign
to establish such representation is in progress. There is no pending or, to the 
best of NDI's knowledge, threatened labor dispute involving NDI or any NDI      
Subsidiary and any group of their employees nor has NDI or any NDI Subsidiary   
experienced any labor interruptions over the past three (3) years and NDI       
considers its relationship with its employees to be good.                       

                 6.16 TITLE TO REAL PROPERTY. NDI and each NDI Subsidiary does
not own any real property except as set forth on Schedule 6.16 hereto.          

             6.17 INSURANCE. NDI has delivered to AES an accurate list
(attached as Schedule 6.17 hereto) as of the Balance Sheet Date of all insurance
policies carried by NDI and the NDI Subsidiaries and all insurance loss runs or 
workmen's compensation claims received for the past three (3) policy years. Also
attached to Schedule 6.17 are true, complete and correct copies of all current  
insurance policies, all of which are in full force and effect. Such insurance   
policies are currently in full force and effect and shall remain in full force  
and effect through the Closing Date.                                            

                  6.18 COMPENSATION; EMPLOYMENT AGREEMENTS. NDI has delivered to
AES an accurate list (attached as Schedule 6.18 hereto) showing all officers and
directors of NDI and each NDI Subsidiary, and of all employees of NDI and the   
NDI Subsidiaries currently earning, on an annualized basis (including           
commissions) in excess of $150,000 per year ("NDI Key Employees"), listing all  
employment agreements with such officers, directors and NDI Key Employees and   
the rate of compensation (and the portions thereof attributable to salary, bonus
and other compensation, respectively) of each of such persons as of (i) the     
Balance Sheet Date and (ii) the date hereof. NDI has provided to AES true,      
complete and correct copies of all employment contracts, commitments and        
arrangements with persons listed on Schedule 6.18.                              

            6.19 EMPLOYEE BENEFIT PLANS. All employee benefit plans,
programs and policies (whether formal or informal, and whether maintained for   
the benefit of a single individual or more than one individual) maintained or   
contributed to by NDI or any NDI Subsidiary for the benefit of any current or   
former employee of NDI or any NDI Subsidiary or in which such employees are     
entitled to participate are listed in Schedule 6.19 (the "NDI Benefit Plans"),  
and copies of all such written plans and policies, written descriptions of all  
such oral plans and policies, and all other documentation relating to such plans
and policies have been delivered or made available to AES. Except as disclosed  
on Schedule 6.19:                                                               

                       (i)          each NDI Benefit Plan and the administration
                              thereof complies, and has at all times
                                   complied, in all material respects with the
                           requirements of all applicable law;

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               (ii)         no suit, actions or other litigation
                                  (excluding claims for benefits incurred in
                                    the ordinary course of plan activities) have
                                   been brought against or with respect to any
         NDI Benefit Plan;

                    (iii)        all required contributions to NDI Benefit
                              Plans have been made, and all benefits
                                   accrued under any unfunded NDI Benefit Plan
                                 will have been paid, accrued or otherwise
                                   adequately reserved in accordance with GAAP
                             and NDI and the NDI Subsidiaries have
                                   performed all material obligations required
                                    to be performed under the NDI Benefit Plans;
and     

                      (iv)         no employee of NDI or any NDI Subsidiary is
                       represented by a labor union or
                                    organization, no labor union or organization
                             has been certified or recognized as a
                                  representative of any such employee, there
                                   are no pending or, to the knowledge of NDI,
                           threatened representation campaigns
                                 concerning union representation involving
                                  any employee or efforts of any labor union
                                    or organization (or representatives thereof)
                  to organize any employees.

              6.20 CONFORMITY WITH LAW; LITIGATION. To the best of their
knowledge, neither NDI nor any NDI Subsidiary has violated any law or regulation
or any order of any court or federal, state, municipal or other governmental    
department, commission, board, bureau, agency or instrumentality having         
jurisdiction over it, which violations in the aggregate would have a Material   
Adverse Effect; and except to the extent set forth in Schedule 6.10, there are  
no material claims, actions, suits or proceedings, pending or, to the knowledge 
of NDI, threatened, against or affecting NDI or any NDI Subsidiary, at law or in
equity, or before or by any federal, state, municipal or other governmental     
department, commission, board, bureau, agency or instrumentality having         
jurisdiction over it and no notice of any claim, action, suit or proceeding,    
whether pending or threatened, has been received.                               

                 6.21 TAXES. Except as set forth on Schedule 6.21, (i) NDI and
each NDI Subsidiary has timely filed or will timely file all requisite federal, 
state and other Tax (as defined below) returns, reports and forms ("NDI         
Returns") for all periods ended on or before the Closing Date; (ii) there are no
examinations in progress or claims against NDI for Taxes for any period or      
periods and no notice of any claim for Taxes, whether pending or threatened, has
been received; (iii) the amounts shown as accruals for Taxes on the NDI Interim 
Balance Sheet are sufficient for the payment of all Taxes, whenever determined, 
for all fiscal periods ended on or before that date; (iv) NDI and each NDI      
Subsidiary has a taxable year ending on December 31 in each year; (v) NDI and   
each NDI Subsidiary currently utilizes the accrual method of accounting for     
income Tax purposes and such method of accounting has not changed in the past   
three (3) years; (vi) NDI and each NDI Subsidiary has paid or has fully accrued 
for all Taxes, whenever determined, with respect to periods ending on or before 
the Closing Date; and (vii) copies of (1) any Tax examinations, (2) extensions  
of statutory limitations for the collection or                                  

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assessment of Taxes and (3) the NDI Returns for the last three (3) fiscal years 
are included as part of Schedule 6.21. If NDI has undergone a sales tax audit   
with the Florida Department of Revenue within the last year, in regard to that  
audit, NDI specifically represents that it has paid all amounts due and has no  
further liability whatsoever in regard to said audit or any other sales tax     
matters and, further, that no additional sales tax is due in connection with any
reclassification of any assets of NDI.                                          

                Upon the request of AES, NDI shall provide AES copies of all
NDI Returns other than those previously provided pursuant to clause (vii)(3) of 
the preceding sentence.                                                         

           For purposes of this Agreement, the term "Tax" shall be
understood to include any tax or similar governmental charge, impost or levy    
(including without limitation income taxes, franchise taxes, transfer taxes or  
fees, sales taxes, use taxes, gross receipts taxes, value added taxes,          
employment taxes, excise taxes, ad valorem taxes, property taxes, withholding   
taxes, payroll taxes, minimum taxes or windfall profit taxes) together with any 
related penalties, fines, additions to tax or interest, imposed by the United   
States or any other country or any state, county, local or foreign government or
subdivision or agency thereof.                                                  

              6.22 NO VIOLATION. To the best of their knowledge, neither
NDI, any NDI Subsidiary nor any other party thereto is (i) in violation of any  
NDI Charter Document or (ii) in default under any NDI Material Contract (the NDI
Material Contracts, together with the NDI Charter Documents, being referred to  
herein as the "NDI Material Documents"); and, except as set forth in the        
Schedules attached to this Agreement, (a) the rights and benefits of NDI and the
NDI Subsidiaries under the NDI Material Documents will not be materially and    
adversely affected by the transactions contemplated hereby and (b) the execution
of this Agreement and the performance of the obligations hereunder and the      
consummation of the transactions contemplated hereby will not result in any     
material violation or breach or constitute a default under, any of the terms or 
provisions of the NDI Material Documents or the NDI Charter Documents. If any of
the NDI Material Documents requires notice to, or the consent or approval of,   
any governmental agency or other third party to any of the transactions         
contemplated hereby to remain in full force and effect or give rise to any right
to termination, cancellation or acceleration or loss of any right or benefit,   
then NDI shall furnish all requisite notices and use its best efforts to obtain 
the necessary consents and approvals either before or after consummation of the 
Merger.                                                                         

              6.23 GOVERNMENT CONTRACTS. Except as set forth on Schedule
6.23 neither NDI nor any NDI Subsidiary is a party to any governmental contracts
subject to price redetermination or renegotiation.                              

               6.24 ABSENCE OF CHANGES. Since November 30, 1997, except as
contemplated herein or as set forth on Schedule 6.24, there has not been:       

                   (i)          any changes that, individually or in the
                              aggregate, have had a Material Adverse
Effect; 

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                          (ii)     any damage, destruction or loss (whether or
                            not covered by insurance) materially
                             adversely affecting the properties or
                              business of NDI or any NDI Subsidiary;

                          (iii)    any change in the authorized capital of NDI
                         or any NDI Subsidiary or in their
                                  outstanding securities or any grant of any
                                   options, warrants, calls, conversion rights
       or commitments;

                         (iv)     any declaration or payment of any dividend
                                 or distribution in respect of the capital
                                   stock or any direct or indirect redemption,
                                   purchase or other acquisition of any of the
                                   capital stock of NDI or any NDI Subsidiary;

                       (v)      any increase in the compensation, bonus,
                                    sales commissions or fee arrangement payable
                              or to become payable by NDI or any NDI
                          Subsidiary to any of its officers,
                               directors, NDI STOCKHOLDERS, employees,
                                  consultants or agents, except for ordinary
                                  and customary bonuses and salary increases
                             for employees in accordance with past
 practice;

                          (vi)     any work interruptions, labor grievances or
                             claims filed, or any similar event or
                              condition of any character, materially
                                  adversely affecting the business or future
                               prospects of NDI or any NDI Subsidiary;

                        (vii)    any sale or transfer, or any agreement to
                              sell or transfer, any material assets,
                            property or rights of NDI or any NDI
                                   Subsidiary to any person, including without
                                 limitation the NDI STOCKHOLDERS and their
   affiliates;

                        (viii)   any cancellation, or agreement to cancel,
                                  any indebtedness or other obligation owing
                               to NDI or any NDI Subsidiary, including
                              without limitation any indebtedness or
                                    obligation of any of the NDI STOCKHOLDERS or
                                    any affiliate thereof, provided that NDI and
                              the NDI Subsidiaries may negotiate and
                                adjust bills in the course of good faith
                           disputes with customers in a manner
                      consistent with past practice;

                          (ix)     any plan, agreement or arrangement granting
                              any preferential rights to purchase or
                                  acquire any interest in any of the assets,
                            property or rights of NDI or any NDI
                                    Subsidiary or requiring consent of any party
                                  to the transfer and assignment of any such
                   assets, property or rights;

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             (x)          any purchase or acquisition of, or
                                  agreement, plan or arrangement to purchase
                                  or acquire, any property, rights or assets
                                  outside of the ordinary course of business
                        of NDI and the NDI Subsidiaries;

                      (xi)         any waiver of any material rights or claims
                     of NDI or any NDI Subsidiary;

            (xii)        any material breach, amendment or
                             termination of any material contract,
                                    agreement, license, permit or other right to
                                   which NDI or any NDI Subsidiary is a party;
or      

                       (xiii)       any transaction by NDI or any NDI Subsidiary
                                  outside the ordinary course of businesses.

                6.25 DEPOSIT ACCOUNTS; POWERS OF ATTORNEY. NDI has delivered
to AES an accurate schedule (Schedule 6.25) as of the date of this Agreement,   
of:                                                                             

                    (i)          the name of each financial institution in
                              which NDI or any NDI Subsidiary has an
                    account or safe deposit box;

                       (ii)         the names in which the accounts or boxes are
held;   

   (iii)        the type of account; and

                     (iv)         the name of each person authorized to draw
                       thereon or have access thereto.

                    Schedule 6.25 also sets forth the name of each person,
corporation, firm or other entity holding a general or special power of attorney
from NDI or any NDI Subsidiary and a description of the terms of such power.    

               6.26 VALIDITY OF OBLIGATIONS. The execution and delivery of
this Agreement by NDI and the performance of the transactions contemplated      
herein have been duly and validly authorized by the Board of Directors of NDI,  
and this Agreement has been duly and validly authorized by all necessary        
corporate action and is a legal, valid and binding obligation of NDI.           

               6.27 RELATIONS WITH GOVERNMENTS. Neither NDI nor any of the
NDI Subsidiaries have made, offered or agreed to offer anything of value to any 
governmental official, political party or candidate for government office nor   
has it otherwise taken any action which would cause NDI or any NDI Subsidiary to
be in violation of the United States Foreign Corrupt Practices Act of 1977, as  
amended, or any law of similar effect.                                          

         6.28 DISCLOSURE. No representation or warranty by NDI
contained in this Agreement, and no representation, warranty or statement       
contained in any list, certificate,                                             

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Schedule or other instrument, document, agreement or writing furnished or to be 
furnished to, or made with, AES pursuant hereto or in connection with the       
negotiation, execution or performance hereof, contains or will contain any      
untrue statement of a material fact or omits or will omit to state any material 
fact necessary to make any statement herein or therein not misleading.          

             6.29 BOARD APPROVAL. The Board of Directors of NDI has approved the
Merger and the terms of this Agreement.                                         

7.       COVENANTS PRIOR TO CLOSING                           

7.1 ACCESS AND COOPERATION; DUE DILIGENCE.            

       (a) Between the date of this Agreement and the Closing Date, AES will
afford to the officers and authorized representatives of NDI access to all of   
the sites, properties, books and records of AES and the AES Subsidiaries (at    
which AES may have its representatives present) and will furnish NDI with such  
additional financial and operating data and other information as to the business
and properties of AES and the AES Subsidiaries as NDI may from time to time     
reasonably request. The AES STOCKHOLDERS and AES will cooperate with NDI, its   
agents, representatives, accountants, auditors and counsel in the preparation of
any documents or other material which may be required in connection with this   
Agreement. NDI will treat and cause the treatment of all information obtained in
connection with the negotiation and performance of this Agreement or the due    
diligence investigations conducted with respect hereto as confidential in       
accordance with the provisions of Section 12 hereof. If, for any reason, no     
Closing occurs under this Agreement, all such information will be returned to   
AES.                                                                            

       (b) Between the date of this Agreement and the Closing Date, NDI will
afford to the officers and authorized representatives of AES access to all      
sites, properties, books and records of NDI and the NDI Subsidiaries (at which  
NDI may have its representatives present) and will furnish AES with such        
additional financial and operating data and other information as to the business
and properties of NDI and the NDI Subsidiaries as AES may from time to time     
reasonably request. NDI will cooperate with AES, its agents, representatives,   
accountants, auditors and counsel in the preparation of any documents or other  
material which may be required in connection with any documents or materials    
required by this Agreement. AES will treat and cause the treatment of all       
information obtained in connection with the negotiation and performance of this 
Agreement as confidential in accordance with the provisions of Section 12       
hereof. If for any reason, no Closing occurs under this Agreement, all such     
information will be returned to NDI.                                            

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         7.2 CONDUCT OF BUSINESS PENDING CLOSING; SECURITIES FILINGS AND
OTHER OBLIGATIONS.                                                              

        (a) Between the date hereof and the Closing Date, each of NDI, AES and
their respective subsidiaries will:                                             

                      (i)      carry on their respective businesses in
                                  substantially the same manner as they have
                                 heretofore and not introduce any material
                              new method of management, operation or
   accounting;

                       (ii)     maintain their respective properties and
                              facilities, including those held under
                            leases, in as good working order and
                                  condition as at present, ordinary wear and
      tear excepted;

                          (iii)    perform all of their respective obligations
                                 under agreements relating to or affecting
                           their assets, properties or rights;

                    (iv)     keep in full force and effect present
                              insurance policies or other comparable
           insurance coverage;

                     (v)      use reasonable efforts to maintain and
                                    preserve their business organization intact,
                                 retain their respective present employees
                                   and maintain their respective relationships
                                   with suppliers, customers and others having
                                 business relations with NDI, AES or their
                                    respective subsidiaries, as the case may be;

                          (vi)     maintain compliance with all permits, laws,
                                  rules and regulations, consent orders, and
                              all other orders of applicable courts,
                                    regulatory agencies and similar governmental
    authorities;

                       (vii)    maintain present material debt and lease
                             instruments and not enter into new or
                                  amended debt or lease instruments, without
                                the knowledge and consent of each other;
                               except that AES shall have the right to
                             consummate additional acquisition and
                             financing transactions and incur debt
                                   pursuant thereto without being in violation
           of this clause; and

                      (viii)   maintain or reduce present salaries and
                           commission levels for all officers,
                                   directors, employees and agents, except for
                                 ordinary and customary bonuses and salary
                           increases for employees (other than
                                  employees who are also AES STOCKHOLDERS or
                                NDI STOCKHOLDERS, as the case may be) in
                                  accordance with past practice; except that
                             AES will have the right to enter into
                                compensation arrangements with personnel
                              retained or hired as a result of or in
                                    connection with the acquisition transactions
                                    provided for in clause 7.2(a)(vii) above and
                       to grant raises in compensation

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                               levels to employees who are promoted or
                                 performance bonuses to employees who meet
              the criteria therefor.

(b) Between the date hereof and the Closing Date:             

              (i)                NDI will file for registration (under the
                                 Securities Act of 1933) of the NDI common
                                  stock to be issued to the AES STOCKHOLDERS
               as provided for herein;

          (ii)               NDI will prepare and distribute proxy
                                   statements to allow the NDI STOCKHOLDERS to
                                    vote upon and approve the Merger and related
                         transactions provided for herein;

              (iii)              Each of AES and the AES Subsidiaries will
                              cause to be prepared audited financial
                                statements for the 1997 fiscal year; and

          (iv)               Each of AES, NDI and their respective
                                   subsidiaries will cooperate with each other
                             in order to facilitate and effect the
                                  actions called for in this Section 7.2(b).

7.3 PROHIBITED ACTIVITIES.                            

      (a) Between the Balance Sheet Date and the Closing Date, each of NDI
and the NDI Subsidiaries have not and from the date hereof, without prior       
written consent of AES, will not:                                               

        (i)                make any change in their respective
                                Certificate of Incorporation or By-laws,
                                  except that NDI's amendment of its By-laws
                                   on February 18, 1998 shall not constitute a
                    violation of this provision;

             (ii)               issue any securities, options, warrants,
                               calls, conversion rights or commitments
                               relating to its securities of any kind,
                                  except that NDI shall be allowed to effect
                             the reverse stock split and issue the
                                  securities provided for in Section 2.2(ii)
                                above without being in violation of this
  provision;

             (iii)              declare or pay any dividend, or make any
                                   distribution in respect of their respective
                                   stock whether now or hereafter outstanding,
                                   or purchase, redeem or otherwise acquire or
                            retire for value any shares of their
         respective stock;

             (iv)               enter into any contract or commitment or
                                incur or agree to incur any liability or
                                   make any capital expenditures, except if it
                            is in the normal course of business,
                                 consistent with past practice or involves

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                                    an amount not in excess of $5,000, including
                                   contracts to provide services to customers;

                      (v)      increase the compensation payable or to
                                become payable to any officer, director,
                                   Stockholder, employee or agent, or make any
                                   bonus or management fee payment to any such
                            person, except for obligations under
                           existing contracts or arrangements;

                    (vi)     create, assume or permit to exist any
                         mortgage, pledge or other lien or
                                 encumbrance upon any assets or properties
                                whether now owned or hereafter acquired;

                           (vii)    sell, assign, lease or otherwise transfer or
                                   dispose of any property or equipment except
                         in the normal course of business;

                   (viii)   negotiate for the acquisition of any
                           business or the start-up of any new
 business;

                        (ix)     merge or consolidate or agree to merge or
                          consolidate with or into any other
    corporation;

                     (x)      waive any of their respective material
                                    rights or claims, provided that each of them
                                    may negotiate and adjust bills in the course
                                  of good faith disputes with customers in a
                             manner consistent with past practice;

                   (xi)     commit a material breach or amend or
                                  terminate any of their respective material
                              agreements, permits, licenses or other
rights; 

                           (xii)    enter into any other transaction (1) that is
                                   not negotiated at arm's length with a third
                                 party not affiliated with NDI, AES, their
                                respective subsidiaries, or any officer,
                               director or Stockholder of NDI, AES, or
                                  their respective subsidiaries, as the case
                                  may be, or (2) outside the ordinary course
       of business; or

                     (xiii)   permit any alteration or change in the
                               structure of the capital stock owned by
                                  their respective shareholders (except that
                          NDI shall be allowed to effect the
                                    transactions provided for in Section 2.2(ii)
                                above without being in violation of this
   provision).

       (b) Between the Date of the AES Financials and the Closing Date, each
of AES and the AES Subsidiaries have not and from the date hereof, without prior
written consent of NDI, will not:                                               

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             (i)           make any change in their respective
                                Certificate of Incorporation or By-laws;

                  (ii)          declare or pay any dividend, or make any
                                   distribution in respect of their respective
                                   stock whether now or hereafter outstanding,
                                   or purchase, redeem or otherwise acquire or
                            retire for value any shares of their
         respective stock;

                   (iii)         merge or consolidate or agree to merge or
                          consolidate with or into any other
                                   corporation; provided that AES may do so if
                                 it is the surviving corporation in such a
    transaction;

              (iv)          commit a material breach or amend or
                                  terminate any of their respective material
                              agreements, permits, licenses or other
rights; 

                      (v)           enter into any other transaction (1) that is
                                   not negotiated at arm's length with a third
                                 party not affiliated with AES, any of its
                                 subsidiaries, or any officer, director or
                         Stockholder of AES, or any of its
                                subsidiaries, as the case may be, or (2)
                               outside the ordinary course of business
                                    (which, in AES's case, consists of acquiring
                     businesses and companies); or

                (vi)          permit any alteration or change in the
                               structure of the capital stock owned by
                                  their respective shareholders, except that
                                AES shall be entitled to issue stock and
                         securities in connection with any
                               acquisition undertaken between the date
               hereof and the Closing.

               7.4 NOTICE TO BARGAINING AGENTS. Prior to the Closing Date,
each of NDI and AES shall satisfy any requirement for notice of the transactions
contemplated by this Agreement under applicable collective bargaining           
agreements, and shall provide each other with proof that any required notice has
been sent.                                                                      

              7.5 NOTIFICATION OF CERTAIN MATTERS. AES shall give prompt
notice to NDI of (i) the occurrence or non-occurrence of any event the          
occurrence or non-occurrence of which would be likely to cause any              
representation or warranty of AES contained herein to be untrue or inaccurate in
any material respect at or prior to the Closing and (ii) any material failure of
AES to comply with or satisfy any covenant, condition or agreement to be        
complied with or satisfied by such person hereunder. NDI shall give prompt      
notice to AES of (i) the occurrence or non-occurrence of any event the          
occurrence or non-occurrence of which would be likely to cause any              
representation or warranty of NDI contained herein to be untrue or inaccurate in
any material respect at or prior to the Closing and (ii) any material failure of
NDI to comply with or satisfy any covenant, condition or agreement to be        
complied with or satisfied by it hereunder. The delivery of any notice pursuant 
to this Section 7.5 shall not be deemed to (i) modify the representations or    
warranties hereunder of the party delivering such notice, which modification    

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may only be made pursuant to Section 7.6, (ii) modify the conditions set forth  
in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available  
hereunder to the party receiving such notice.                                   

              7.6 AMENDMENT OF SCHEDULES. Each party hereto agrees that,
with respect to the representations and warranties of such party contained in   
this Agreement, such party shall have the continuing obligation until the       
Closing to supplement or amend promptly the Schedules hereto with respect to any
matter hereafter arising or discovered which, if existing or known at the date  
of this Agreement, would have been required to be set forth or described in the 
Schedules because of its material nature and material significance to the Merger
and transactions contemplated hereby, provided that no amendment or supplement  
to a Schedule that constitutes or reflects a material adverse change may be made
unless NDI, in the case of an amendment or supplement by AES, or AES, in the    
case of an amendment or supplement by NDI consents to such amendment or         
supplement and, provided, further, that the acceptance of any amendment or      
supplement to any schedule shall operate as a waiver of any claim under Section 
10 or otherwise by the consenting party solely with respect to the item or items
set forth in such amendment or supplement. For all purposes of this Agreement,  
including without limitation for purposes of determining whether the conditions 
set forth in Sections 8 and 9 have been fulfilled, the Schedules hereto shall be
deemed to be the Schedules as amended or supplemented pursuant to this Section  
7.6. In the event that NDI or AES seeks to amend or supplement a Schedule       
pursuant to this Section 7.6, and NDI or AES, as the case may be, does not      
consent to such amendment or supplement as required by this Section 7.6, each   
party shall have all rights and remedies provided by law.                       

                 7.7 COOPERATION IN OBTAINING REQUIRED CONSENTS AND APPROVALS.
Each party hereto shall cooperate in obtaining all consents and approvals       
required by Section 8.6. In connection therewith, if required, AES, NDI and     
their respective Stockholders shall file all notices and other information and  
documents required under the Hart-Scott-Rodino Antitrust Improvements Act of    
1976, as amended, as promptly as practicable after the date hereof.             

                  7.8 MANAGEMENT OF NDI PRIOR TO CLOSING. AES and NDI agree that
AES will manage the business of NDI from the date of execution hereof until the 
Closing Date or earlier termination hereof. The parties anticipate that AES may 
fund, in the form of demand loans, certain of NDI's operating deficits and      
capital needs for its business in the course of AES's management, though it     
shall not be obligated to do so. In order for AES to effectively manage the     
business of NDI prior to the Closing, and in order for NDI to provide AES       
sufficient assurances of repayment of any funds advanced to NDI should the      
transactions contemplated herein not close, the parties agree that Charles Broes
and Ernest N. Burson, III shall be appointed to the Board of Directors of NDI,  
effective upon the execution hereof, and should either or both fail or refuse to
serve during the period hereof, they shall be replaced by such other nominees as
AES may select. NDI agrees to cause such appointments to be made upon the       
execution hereof. Curtis Alliston will continue to serve on the NDI Board of    
Directors until the Closing Date. Additionally, NDI will use its best efforts to
cause Curtis Allison and certain other shareholders (but not more than nine     
other shareholders) holding an aggregate of at least 51%                        

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of NDI's stock (or as much as can be obtained) to grant to NDI's Board of       
Directors irrevocable proxies to vote their shares for the election of directors
(but for no other purpose) as soon as practicable after the date hereof. Such   
proxies will be satisfactory in form and substance to AES and its counsel and   
will survive any termination of this Agreement. AES will not charge a management
fee for its services rendered under this Section 7.8, but it will be entitled to
reimbursement for all direct, out-of-pocket costs incurred by it in rendering   
management services hereunder, including costs of wages, benefits, and          
employment taxes for employees (other than directors) who work for NDI. NDI     
shall execute promissory notes from time to time to evidence all indebtedness   
owed to AES pursuant to this paragraph. Such promissory notes will be           
satisfactory in form and substance to AES and its counsel, and, at AES's option,
shall be secured by a blanket lien on the assets of NDI to secure repayment of  
the notes. Any such lien will be satisfactory in form and substance to AES and  
its counsel, but will be subordinate to existing liens.                         

               At the time of Closing of the Merger, AES shall release the
proxies granted to it by Curtis Alliston and others. In the event the Merger    
does not close for any reason, the proxies granted hereunder shall remain in    
full force and effect until such time as NDI repays to AES all funds advanced by
it and all costs incurred by AES pursuant to this Section 7.8; provided,        
however, that the duration of the proxies shall not exceed any period prescribed
by law. Upon repayment of all funds advanced and reimbursement of all costs     
incurred by AES under this Section 7.8, AES shall cause Charles Broes and Ernest
N. Burson, III, or their successors or other nominees, to resign from NDI's     
Board of Directors and shall release its lien on NDI's assets. The covenants    
contained in this Section 7.8 shall survive any termination hereof.             

               8.  CONDITIONS PRECEDENT TO OBLIGATIONS OF STOCKHOLDERS AND
AES                                                                             

        The obligations of AES to close the transactions hereunder are subject
to satisfaction of the following conditions:                                    

      8.1 REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF
OBLIGATIONS. All representations and warranties of NDI contained in Section 6   
and elsewhere in this Agreement shall be true and correct as of the Closing Date
as though such representations and warranties had been made as of that time; all
of the terms, covenants and conditions of this Agreement to be complied with and
performed by NDI on or before the Closing Date shall have been duly complied    
with and performed; and a certificate to the foregoing effect dated the Closing 
Date and signed by the President or any Vice President of NDI shall have been   
delivered to AES.                                                               

                8.2 NO LITIGATION. No action or proceeding before a court or
any other governmental agency or body shall have been instituted or threatened  
to restrain or prohibit the merger of AES with and into NDI, and no action or   
proceeding shall have been instituted or threatened to restrain or prohibit the 
AES STOCKHOLDERS' acquisition of NDI Common Stock and no governmental agency or 
body shall have taken any other action or made any request of                   

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AES as a result of which AES reasonably deems it inadvisable to proceed with the
transactions hereunder.                                                         

                  8.3 REVERSE STOCK SPLIT/AUTHORIZATION OF ADDITIONAL NDI COMMON
STOCK. NDI shall have effected the reverse stock split and authorized issuance  
of the NDI Common Stock provided for in Section 2.2 (ii) above, and shall have  
authorized such amendments to its articles of incorporation as may be needed to 
increase NDI's authorized common stock to at least 100,000,000 shares.          

                 8.4 NO MATERIAL ADVERSE CHANGE. No material adverse change in
the business, operations, affairs, prospects, properties, assets, profits or    
condition (financial or otherwise) of NDI and its subsidiaries, taken as a      
whole, shall have occurred; and AES shall have received a certificate signed by 
NDI dated the Closing Date to such effect.                                      

              8.5 OPINION OF COUNSEL. AES shall have received an opinion
from Foley & Lardner, counsel for NDI, dated the Closing Date, in the form      
annexed hereto as Annex III.                                                    

             8.6 CONSENTS AND APPROVALS. All necessary consents of and
filings with any governmental authority or agency or third party relating to the
consummation by AES and NDI of the transactions contemplated herein shall have  
been obtained and made.                                                         

                  8.7 CERTIFICATES. NDI and each NDI Subsidiary, as the case may
be, shall have delivered to AES (i) copies of their respective Certificate of   
Incorporation, certified by the Secretary of State of the jurisdiction of their 
incorporation, (ii) copies of their respective By-laws, certified by their      
respective Secretary, (iii) copies of all resolutions authorizing this Agreement
and the transactions contemplated hereby, certified by their respective         
Secretary, (iv) a certificate of the Secretary of NDI as to the incumbency of   
the officers of NDI executing this Agreement and any other document relating to 
the transactions contemplated hereby, (v) a certificate, dated as of a date no  
later than ten days prior to the Closing Date, duly issued by the pertinent     
Secretary of State, showing that NDI and each NDI Subsidiary are each in good   
standing and authorized to do business.                                         

                 8.8 EXAMINATION OF FINANCIAL STATEMENTS. Prior to the Closing
Date, AES shall have had sufficient time to review the unaudited balance sheets 
of NDI as of the end of any months and/or fiscal quarters following the Balance 
Sheet Date, the unaudited statements of income and cash flows of NDI for any    
fiscal quarters following the quarter ended on the Balance Sheet Date, and any  
audited financial information prepared by NDI's accountants for the use of or at
the request of NDI or AES, disclosing no material adverse change in the         
financial condition of NDI or the results of its operations from the financial  
statements as of the Balance Sheet Date delivered by NDI pursuant to Section 6.9
hereof.                                                                         

            8.9 REGISTRATION OF NDI COMMON STOCK TO BE ISSUED TO AES
STOCKHOLDERS. NDI shall have prepared and filed with the SEC a registration     
statement under the Securities Act                                              

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of 1933 on the appropriate form with respect to the NDI Common Stock to be      
issued to AES STOCKHOLDERS pursuant to the Merger (the "S-4 Registration        
Statement"), and the S-4 Registration Statement shall have been declared        
effective and shall not be the subject of any stop order or proceeding seeking a
stop order, and the NDI Common Stock to be issued to AES STOCKHOLDERS shall have
been authorized for listing on the NASDAQ Small Cap market, upon official notice
of issuance.                                                                    

              8.10 SHAREHOLDER APPROVAL. The Shareholders of NDI and AES
shall have approved the Merger and the terms of this Agreement, including any   
actions to be taken hereunder for which separate shareholder approval is        
required.                                                                       

                8.11 DISSENTERS. The parties entered into a letter of intent
to undretake this transaction on February 4, 1998, and thereupon issued a press 
release announcing the transaction. To fix the price to be received by persons  
exercising dissenters' rights, the parties agree that the highest traded price  
of NDI Common Stock within the five days prior to the announcement of the       
transaction is the fair value of NDI Common Stock. Accordingly, as a condition  
of AES to close the transactions hereunder, holders of at least ninety percent  
(90%) of the voting stock of each AES and NDI shall not exercise dissenters'    
rights under the applicable statutes.                                           

9. CONDITIONS PRECEDENT TO OBLIGATIONS OF NDI                 

        The obligations of NDI to close the transactions hereunder are subject
to the satisfaction of the following conditions:                                

      9.1 REPRESENTATIONS AND WARRANTIES: PERFORMANCE OF
OBLIGATIONS. All the representations and warranties of AES contained in this    
Agreement shall be true, correct and complete on and as of the Closing Date with
the same effect as though such representations and warranties had been made on  
and as of such date; each and all of the agreements and obligations of AES to be
performed on or before the Closing Date pursuant to the terms hereof shall have 
been performed; and AES shall have delivered to NDI a certificate dated the     
Closing Date and signed by NDI to both such effects.                            

              9.2 OPINION OF COUNSEL. NDI shall have received an opinion
from Agliano, Hodges & Whittemore, P.A., counsel to AES, dated the Closing Date,
in the form annexed hereto as Annex IV.                                         

                9.3 CERTIFICATES. AES shall have delivered to NDI (i) a copy
of the Articles of Incorporation of AES and each AES Subsidiary certified by an 
appropriate authority in the state of its incorporation, (ii) a copy of the     
By-laws of AES and each AES Subsidiary certified by the Secretary of AES, or the
Secretary of the AES Subsidiary, as the case may be, (iii) copies of all        
resolutions authorizing this Agreement and the transactions contemplated hereby,
certified by the Secretary of AES, (iv) a certificate of the Secretary of AES as
to the incumbency of the officers of AES executing this Agreement and any other 
document relating to the transactions                                           

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contemplated hereby, (v) certificates, each dated as of a date no later than ten
days prior to the Closing Date, duly issued by the appropriate governmental     
authority in the state of incorporation of AES and each AES Subsidiary, and in  
each state in which AES and each AES Subsidiary is authorized to do business,   
showing AES and each AES Subsidiary is in good standing and authorized to do    
business and, to the extent available, that all franchise and/or income tax     
returns and taxes for AES and each AES Subsidiary for all periods prior to the  
Closing have been filed and paid.                                               

             9.4 SHAREHOLDER APPROVAL. The shareholders of AES and NDI
shall have approved and consented to the Merger and the terms of this Agreement,
including any actions to be taken hereunder for which separate shareholder      
approval is required.                                                           

                  9.5 REPRESENTATIONS, WARRANTIES AND COVENANTS OF AES DIRECTORS
AND OFFICERS. Each of the directors and officers of AES shall have executed and 
delivered to NDI a letter in the form of that attached hereto as Annex V.       

10. INDEMNIFICATION                                           

                10.1 INDEMNIFICATION BY AES DIRECTORS AND OFFICERS. Each AES
officer and member of the AES Board of Directors shall be bound by the          
indemnification provisions set forth in that certain letter (in the form of     
Annex V hereto) which shall be signed by each AES Director and officer and      
delivered to NDI as a condition to Closing.                                     

                 10.2 INDEMNIFICATION BY NDI. NDI covenants and agrees that it
will indemnify, defend, protect and hold harmless each AES STOCKHOLDER from,    
against and in respect of:                                                      

                (a) all losses, liabilities, and claims suffered, sustained,
incurred or paid by such AES STOCKHOLDER in connection with, resulting from or  
arising out of                                                                  

                    (i)      any breach of any representation or warranty of
                    NDI set forth in this Agreement or any
                              certificate or other writing delivered by NDI in
     connection herewith; or

                    (ii)     any nonfulfillment of any covenant or agreement
                       on the part of NDI in this Agreement; and

        (b) any and all actions, suits, claims, proceedings,
investigations, demands, assessments, audits, fines, judgments, costs and other 
expenses (including without limitation reasonable attorneys' fees and expenses) 
incident to any of the foregoing or to the enforcement of this Section 10.2.    

               10.3 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND PLEDGES OF
INDEMNIFICATION. Except as provided in Section 10.5 hereof, the representations 
warranties and pledges of indemnification given or made by the parties to this  
Agreement or in any certificate                                                 

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or other writing furnished in connection herewith, and the right to assert an   
indemnification claim hereunder or under any certificate or other writing       
furnished in connection herewith, shall survive the Closing until the earlier of
(a) the date of completion of the first audit of financial statements containing
combined operations for those items that would be expected to be encountered in 
the audit process or (b) the first anniversary of the Closing Date (such earlier
date being referred to herein as the "Expiration Date") and shall thereafter    
terminate and be of no further force or effect, except that representations,    
warranties and pledges of indemnification set forth in Sections 5.30 and 6.26   
hereof shall survive the Closing without limitation. Any representation or      
warranty as to which a claim (including without limitation a contingent claim)  
shall have been asserted during the survival period shall continue in effect    
with respect to such claim until such claim shall have been finally resolved or 
settled. Notwithstanding any investigation or audit conducted before or after   
the Closing Date or the decision of any party to complete the Closing, each     
party shall be entitled to rely upon the representations and warranties of the  
other party or parties set forth herein.                                        

                  10.4 THIRD PERSON CLAIMS. Promptly after (i.e., within 30 days
after) any indemnified party hereto (hereinafter the "Indemnified Party") has   
received notice of or has knowledge of any claim by a person not a party to this
Agreement ("Third Person"), or the commencement of any action or proceeding by a
Third Person, the Indemnified Party shall, as a condition precedent to a claim  
with respect thereto being made against any party obligated to provide          
indemnification pursuant to Section 10.1 or 10.2 hereof (hereinafter the        
"Indemnifying Party"), give the Indemnifying Party written notice of such claim 
or the commencement of such action or proceeding (a "Claim Notice"). Such notice
shall state the nature and the basis of such claim and a reasonable estimate of 
the amount thereof. The Indemnifying Party shall have the right to defend and   
settle, at its own expense and by its own counsel, any such matter so long as   
the Indemnifying Party pursues the same in good faith and diligently, provided  
that the Indemnifying Party shall not settle any criminal proceeding without the
consent of the Indemnified Party. If the Indemnifying Party undertakes to defend
or settle, it shall promptly notify the Indemnified Party of its intention to do
so, and the Indemnified Party shall cooperate with the Indemnifying Party and   
its counsel in the defense thereof and in any settlement thereof. Such          
cooperation shall include, but shall not be limited to, furnishing the          
Indemnifying Party with any books, records or information reasonably requested  
by the Indemnifying Party that are in the Indemnified Party's possession or     
control. All Indemnified Parties shall use the same counsel, which shall be the 
counsel selected by Indemnifying Party, provided that if counsel to the         
Indemnifying Party shall have a conflict of interest that prevents counsel for  
the Indemnifying Party from representing Indemnified Party, Indemnified Party   
shall have the right to participate in such matter through counsel of its own   
choosing and Indemnifying Party will reimburse the Indemnified Party for the    
expenses of its counsel. In the absence of a conflict situation as described    
herein, an Indemnified Party shall have the option, at the expense of such      
Indemnified Party, to select and utilize counsel other than that selected by an 
Indemnifying Party. After the Indemnifying Party has notified the Indemnified   
Party of its intention to undertake to defend or settle any such asserted       
liability, and for so long as the Indemnifying Party diligently pursues such    
defense, the Indemnifying Party shall not be liable for any additional legal    
expenses incurred by the Indemnified Party in connection with any defense or    
settlement of such asserted liability,                                          

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except to the extent such participation is requested by the Indemnifying Party, 
in which event the Indemnified Party shall be reimbursed by the Indemnifying    
Party for reasonable additional legal expenses and out-of-pocket expenses. If   
the Indemnifying Party desires to accept a final and complete settlement of any 
such Third Person claim and the Indemnified Party refuses to consent to such    
settlement, then the Indemnifying Party's liability under this Section with     
respect to such Third Person claim shall be limited to the amount so offered in 
settlement by said Third Person and the Indemnified Party shall reimburse the   
Indemnifying Party for any additional costs of defense (including without       
limitation reasonable attorneys fees) which it subsequently incurs with respect 
to such claim and all additional costs of settlement or judgment. If the        
Indemnifying Party does not undertake to defend such matter to which the        
Indemnified Party is entitled to indemnification hereunder, or fails diligently 
to pursue such defense, the Indemnified Party may undertake such defense through
counsel of its choice, at the cost and expense of the Indemnifying Party, and   
the Indemnified Party may settle such matter, and the Indemnifying Party shall  
reimburse the Indemnified Party for the amount paid in such settlement and any  
other liabilities or expenses incurred by the Indemnified Party in connection   
therewith, provided, however that, except as otherwise provided herein, under no
circumstances shall the Indemnified Party settle any Third Person claim without 
the written consent of the Indemnifying Party, which consent shall not be       
unreasonably withheld or delayed. All settlements hereunder shall effect a      
complete release of the Indemnified Party, unless the Indemnified Party         
otherwise agrees in writing. Nothing herein shall be deemed to prevent the      
Indemnified Party from making a claim hereunder for potential or contingent     
claims or demands provided the Claim Notice sets forth the specific basis for   
any such potential or contingent claim or demand to the extent then feasible and
the Indemnified Party has reasonable grounds to believe that such a claim or    
demand may be made. The Indemnified Party's failure to promptly deliver a Claim 
Notice to the Indemnifying Party shall not relieve the Indemnifying Party of any
liability which the Indemnifying Party may have to the Indemnified Party unless 
the failure to give such prompt notice materially and adversely prejudiced the  
Indemnifying Party.                                                             

                 10.5 REMEDY. The indemnification provided for in this Section
10 shall not be the exclusive remedy in any action seeking damages or any other 
form of monetary relief brought by any party to this Agreement against another  
party hereto. If either party hereto unjustifiably terminates this Agreement,   
then the terminating party shall be obligated to pay liquidated damages to the  
non-terminating party in an amount equal to all costs and expenses (including   
reasonable attorneys' fees) incurred by the non-terminating party in preparation
for and in contemplation of the Merger and other transactions provided for      
hereunder. Nothing herein shall be construed to limit the right of a party      
hereto, in a proper case, to seek injunctive relief for a breach of this        
Agreement. Nothing herein shall be deemed to limit or restrict in any manner any
rights or remedies which any party hereto has, or might have, at law, in equity 
or otherwise, against any other party hereto based on any willful               
misrepresentation, willful breach of warranty or willful failure to fulfill any 
covenant or agreement set forth herein.                                         

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11. NONDISCLOSURE OF CONFIDENTIAL INFORMATION                 

               11.1 AES' OFFICERS AND DIRECTORS. Each of AES' officers and
directors shall execute and deliver to NDI a letter in the form as that attached
hereto as Annex V, and shall be bound by the representations, warranties and    
covenants thereof, including, but not limited to those pertaining to            
confidential information.                                                       

                11.2 NDI. NDI recognizes and acknowledges that it had in the
past, currently has, and in the future may possibly have, access to certain     
confidential information of AES and/or the AES Subsidiaries, such as lists of   
customers, operational policies, and pricing and cost policies that are         
valuable, special and unique assets of AES's and/or the AES Subsidiaries'       
respective businesses. NDI agrees that, prior to or after the Closing, or if    
there shall not be a Closing, it and its officers, directors, and agents will   
not disclose confidential information with respect to AES and/or AES            
Subsidiaries to any person, firm, corporation, association or other entity for  
any purpose or reason whatsoever, except to authorized representatives of AES   
and to counsel and other advisers to AES, provided that such advisers to AES    
(other than counsel) agree to the confidentiality provisions of this Section    
12.2, unless (i) such information becomes known to the public generally through 
no fault of NDI, (ii) disclosure is required by law or the order of any         
governmental authority under color of law, or (iii) the disclosing party        
reasonably believes that such disclosure is required in connection with the     
defense of a lawsuit against the disclosing party, provided, that prior to      
disclosing any information pursuant to clause (i), (ii) or (iii) above, NDI     
shall, if possible, give prior written notice thereof to AES and provide AES    
with the opportunity to contest such disclosure. In the event of a breach or    
threatened breach by NDI of the provisions of this Section, AES shall be        
entitled to an injunction restraining NDI from disclosing, in whole or in part, 
such confidential information. Nothing herein shall be construed as prohibiting 
AES from pursuing any other available remedy for such breach or threatened      
breach, including without limitation the recovery of damages.                   

                 11.3 DAMAGES. Because of the difficulty of measuring economic
losses as a result of the breach of the covenants provided for in Section 12.1  
above and the covenants contained in this Section 12.2, and because of the      
immediate and irreparable damage that would be caused for which they would have 
no other adequate remedy, the parties hereto agree that, in the event of a      
breach by any of them, or by the AES directors and officers, as the case may be,
of the foregoing covenants, the covenants may be enforced against the breaching 
party by injunctions and restraining orders.                                    

            11.4 SURVIVAL. The obligations of the parties under this
Article 11 shall survive the termination of this Agreement.                     

       12.      FEDERAL SECURITIES ACT REPRESENTATIONS. Each AES STOCKHOLDER
shall deliver to NDI a letter containing such representations, warranties and   
covenants as the parties deem necessary to enable NDI to fulfill its obligations
under federal and state securities laws. Such letter shall be executed and      
delivered by each AES STOCKHOLDER as a condition to delivery of the NDI Common  
Stock to such AES STOCKHOLDER, and shall,                                       

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at a minimum, contain representations and warranties that the AES Stock is free 
and clear of liens and encumbrances.                                            

13. GENERAL                                                   

                  13.1 TERMINATION. This Agreement may be terminated at any time
prior to the Closing Date solely:                                               

                      (i)      by mutual consent of the boards of directors of
NDI and AES;    

                     (ii)     by AES (acting through its board of directors)
                        if the transactions contemplated by this
                                Agreement to take place at the Closing shall not
                               have been consummated by August 1, 1998, unless
                      the failure of such transactions to be
                                consummated is due to the willful failure of AES
                              to perform any of its or his obligations under
                           this Agreement to the extent required to be
                                performed by it prior to or on the Closing Date;
or              

                     (iii)    by AES (acting through its board of directors)
                              on the one hand, or by NDI (acting through its
                            board of directors), on the other hand, if a
                               material breach or default shall be made by the
                               other party in the observance or in the due and
                           timely performance of any of the covenants,
                              agreements or conditions contained herein, and
                              the curing of such default shall not have been
                               made within 30 days after notice of the default
is given.       

               13.2 COOPERATION. AES, the AES STOCKHOLDERS and NDI (as the
case may be) shall each deliver or cause to be delivered to the other on the    
Closing Date, and at such other times and places as shall be reasonably agreed  
to, such additional instruments as the other may reasonably request for the     
purpose of carrying out this Agreement. In connection therewith, if required,   
the President or Chief Financial Officer of AES will execute any documentation  
reasonably required by NDI's independent public accountants (in connection with 
such accountant's audit of AES) or the NASD in connection with the listing of   
the securities of the Surviving Corporation for trading on the NASDAQ Small Cap 
Market. The present officers, directors and employees of AES shall cooperate    
with NDI on and after the Closing Date in furnishing information, evidence,     
testimony and other assistance in connection with any filing obligations,       
actions, proceedings, arrangements or disputes of any nature with respect to    
matters pertaining to all periods prior to the Closing Date.                    

                 13.3 SUCCESSORS AND ASSIGNS. This Agreement and the rights of
the parties hereunder may not be assigned (except by operation of law) and shall
be binding upon and shall inure to the benefit of the parties hereto and their  
respective successors and assigns.                                              

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             13.4 ENTIRE AGREEMENT. This Agreement (which includes the
Schedules and Annexes hereto) and the documents delivered pursuant hereto       
constitute the entire agreement and understanding among the AES STOCKHOLDERS,   
AES and NDI and supersede any prior agreement and understanding relating to the 
subject matter of this Agreement. This Agreement, upon execution, constitutes a 
valid and binding agreement of the parties hereto enforceable in accordance with
its terms and may be modified or amended only by a written instrument executed  
by AES and NDI, acting through their respective officers, duly authorized by    
their respective Boards of Directors; provided, however, that this Agreement may
not be amended in any manner that materially and adversely affects the rights,  
liabilities, or obligations hereunder of the shareholders of AES or NDI         
following approval by such affected shareholders, unless such affected          
shareholders approve such amendment.                                            

     13.5 COUNTERPARTS. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an    
original and all of which together shall constitute but one and the same        
instrument.                                                                     

               13.6 BROKERS AND AGENTS. Each party represents and warrants
that it employed no broker or agent in connection with this transaction and     
agrees to indemnify the other against all loss, cost, damages or expense arising
out of claims for fees or commission of brokers employed or alleged to have been
employed by such indemnifying party.                                            

              13.7 EXPENSES. NDI has and will pay the fees, expenses and
disbursements of NDI, NDI's agents, representatives, accountants and counsel    
incurred in connection with the subject matter of this Agreement, including     
without limitation the fees and expenses of Foley & Lardner, and (ii) AES has   
and will pay the fees, expenses and disbursements of AES and AES's agents,      
representatives, financial advisors, accountants and counsel incurred in        
connection with the subject matter of this Agreement, including without         
limitation the fees and expenses of Agliano, Hodges & Whittemore, P.A.          

          13.8 NOTICES. All notices of communication required or
permitted hereunder shall be in writing and may be given by depositing the same 
with a recognized overnight courier service (such as Federal Express) addressed 
to the party to be notified, or by delivering the same in person to an officer  
or agent of such party.                                                         

(a)  National Diagnostics, Inc.             
737B West Brandon Blvd.           
Brandon, FL 33511                 
Attention:  Curtis L. Alliston    
Telephone No.: (813) 661-9501     
Telecopy No.:  (813) 661-9601     

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With a required copy to:                    

Foley & Lardner           
     100 N. Tampa Street, Suite 2700
Tampa, FL  33602          
  Attention:  Martin A. Traber
   Telephone No.: (813) 229-2300
     Telecopy No.:    (813) 229-4210

(b)      If to AES prior to the Closing to: 

         American Enterprise Solutions, Inc.
5313 Johns Road, Suite 201
Tampa, FL  33634          
   Attention: Charles Broes, CEO
   Telephone No.: (813) 261-0062
     Telecopy No.:    (813) 290-9030

With a required copy to:                    

        Agliano, Hodges & Whittemore, P.A.
400 North Tampa Street    
Suite 2630                
Tampa, Florida  33602     
Attention: Todd Hodges    
   Telephone No.: (813) 225-1515
     Telecopy No.:    (813) 224-0070

If to the AES STOCKHOLDERS, as follows:     

             C/O American Enterprise Solutions, Inc.
5313 Johns Road, Suite 201
Tampa, FL  33634          
   Attention: Charles Broes, CEO
   Telephone No.: (813) 261-0062
     Telecopy No.:    (813) 290-9030

or to such other address or counsel as any party hereto shall specify pursuant  
to this Section 14.8 from time to time.                                         

               13.9 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the substantive law of the State of Florida. Any   
disputes arising out of, in connection with or with respect to this Agreement,  
the subject matter hereof, the performance or nonperformance of any obligation  
hereunder, or any of the transactions contemplated hereby shall                 

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be adjudicated in a court of competent civil jurisdiction sitting in the County 
of Hillsborough, Florida and nowhere else. Each of the parties hereto hereby    
irrevocably submits to the jurisdiction of such court for the purposes of any   
suit, civil action or other proceeding arising out of, in connection with or    
with respect to this Agreement, the subject matter hereof, the performance or   
non-performance of any obligation hereunder, or any of the transactions         
contemplated hereby (collectively, "Suit"). Each of the parties hereto hereby   
waives and agrees not to assert by way of motion, as a defense or otherwise in  
any such Suit, any claim that it is not subject to the jurisdiction of the above
courts, that such Suit is brought in an inconvenient forum, or that the venue of
such Suit is improper.                                                          

              13.10 EXERCISE OF RIGHTS AND REMEDIES. Except as otherwise
provided herein, no delay of or omission in the exercise of any right, power or 
remedy accruing to any party as a result of any breach or default by any other  
party under this Agreement shall impair any such right, power or remedy, nor    
shall it be construed as a waiver of or acquiescence in any such breach or      
default, or of any similar breach or default occurring later; nor shall any     
waiver of any single breach or default be deemed a waiver of any other breach or
default occurring before or after that waiver.                                  

           13.11 TIME. Time is of the essence with respect to this
Agreement.                                                                      

                13.12 REFORMATION AND SEVERABILITY. In case any provision of
this Agreement shall be invalid, illegal or unenforceable, it shall, to the     
extent possible, be modified in such manner as to be valid, legal and           
enforceable but so as to most nearly retain the intent of the parties, and if   
such modification is not possible, such provision, shall be severed from this   
Agreement, and in either case the validity, legality and enforceability of the  
remaining provisions of this Agreement shall not in any way be affected or      
impaired thereby; provided, however, that if such provision relates to the      
consideration to be received by the AES stockholders, such provision shall not  
be modified nor severed, and the declaration of invalidity shall make the       
Agreement voidable.                                                             

                13.13 NO THIRD PARTY BENEFICIARIES. This Agreement is solely
between the parties hereto and no person not a party to this Agreement will have
any rights or privileges of any nature whatsoever either as the beneficiaries or
otherwise.                                                                      

          13.14 TAX FREE MERGER. Notwithstanding anything to the
contrary contained herein, it is the intent of the parties to effect this       
transaction in the form of a merger (as defined in Section 368(a)(1)(a) of the  
Internal Revenue Code of 1986, as amended) in which AES is the Merged           
Corporation and NDI is the Surviving Corporation. This Agreement shall be       
modified as necessary to reflect that intention of the parties.                 

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        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.                                        

                  NATIONAL DIAGNOSTICS, INC.

By:     
                                      --------------------------------------
                                      Curtis L. Alliston, President & C.O.O.

                           AMERICAN ENTERPRISE SOLUTIONS, INC.

By:     
                                      --------------------------------------
                  Charles Broes, CEO

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 ANNEX I

 STOCKHOLDERS AND STOCK OWNERSHIP OF AES

The following is a list of the AES Stockholders and the number of outstanding   
shares of AES Stock held by each such AES Stockholder.                          

                                                                [Download Table]

================================================================================
                                                      SHARES OF AES             
      STOCKHOLDER                                   COMMON STOCK HELD           
--------------------------------------------------------------------------------
                                                                                

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              TOTAL SHARES                                                      
================================================================================

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ANNEX II

 CONSIDERATION TO BE PAID TO AES STOCKHOLDERS AT CLOSING

                                                                [Download Table]

================================================================================
                                                     NUMBER OF SHARES OF        
       AES STOCKHOLDER                        NDI COMMON STOCK TO BE RECEIVED   
--------------------------------------------------------------------------------
                                                                                

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                   TOTAL SHARES                                                 
================================================================================

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 ANNEX III

 FORM OF OPINION OF COUNSEL TO NDI

[Date]

American Enterprise Solutions, Inc.                                             
5313 Johns Road                                                                 
Suite 201                                                                       
Tampa, Florida  33634                                                           

Ladies and Gentlemen:                                                           

   We have acted as counsel to National Diagnostics, Inc., a Florida
corporation ("NDI") in connection with the transactions contemplated by the     
Merger Agreement (the "Agreement") dated as of February __, 1998, by and between
NDI and American Enterprise Solutions, Inc.                                     
("AES").                                                                        

       This opinion is being delivered to you pursuant to Section 8.5 of the
Agreement. All capitalized terms used herein, unless expressly defined herein,  
shall have the meanings ascribed to such terms in the Agreement.                

         We have examined originals, or copies certified or otherwise identified
to our satisfaction, of such documents and corporate and public records as we   
deemed to be necessary as a basis for the opinion hereinafter expressed. With   
respect to such examination, we have assumed the genuineness of all signatures  
appearing on all documents presented to us as originals, and the conformity to  
the originals of all documents presented to us as conformed or reproduced       
copies. Where factual matters material to such opinion were not independently   
established, we have relied upon certificates of appropriate state and local    
officials, upon representations of executive officers and responsible employees 
and agents of NDI, and upon such other data as we deemed to be appropriate under
the circumstances. We also wish to advise you that when in the following opinion
we have made statements to our "knowledge" we shall mean (with respect to       
matters of fact), that after an examination of documents made available to us by
NDI, and after inquiry of officers thereof but without any judgment or          
litigation searches or any other independent factual investigation, we have no  
reason to believe that such statements are factually incorrect. Statements made 
to our "knowledge" shall furthermore refer only to then current actual knowledge
of attorneys of our firm who have worked on matters for NDI.                    

         Based upon the foregoing and such consideration of matters of law as we
deemed to be relevant, and subject to the qualifications and assumptions set    
forth herein, we are of the following opinion:                                  

   1. NDI and each of the NDI Subsidiaries was duly organized and is
validly existing in good standing under the laws of its jurisdiction of         
incorporation.                                                                  

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        2. To our knowledge, NDI has the required authorization and permits to
carry on its business as currently existing, except where the failure to be so  
qualified or have such authorization and permits would not have a material      
adverse effect on NDI.                                                          

      3. The Agreement has been duly authorized, executed and delivered by
NDI and constitutes the valid and binding agreement of and is enforceable       
against NDI in accordance with its terms.                                       

        4. Each share of NDI Common Stock to be issued to the AES STOCKHOLDERS
has been duly and validly authorized and issued. Upon consummation of the       
transactions set forth in the Agreement, each of such shares will be fully paid 
and nonassessable. There are no preemptive rights with respect to the capital   
stock of NDI.                                                                   

     5. To our knowledge, (a) NDI is not in violation of any order (with
respect to NDI) issued by any court or agency (wherever located) and (b) there  
are no claims, actions, suits or proceedings pending, or threatened against or  
affecting NDI, at law or in equity, or before or by any federal, state,         
municipal or other governmental department, commission, board, bureau, agency or
instrumentality wherever located, except in either case, where such violations, 
claims, actions, suits or proceedings, either singly or in the aggregate, would 
not have a material adverse effect on NDI.                                      

      6. To our knowledge, NDI is not in default, and has not received any
notice of default, under any contract or agreement to which it is a party,      
except where such default would not have a material adverse effect on NDI.      

        7. To our knowledge, no notice to, consent, authorization, approval or
order of any court or governmental agency or body or, to our knowledge (and with
the exception of contracts with customers, as to which no opinion is rendered), 
any other party to an NDI Material Contract (as defined in the Agreement) is    
required in connection with the execution, delivery or consummation of the      
Agreement by NDI and the stockholders of NDI except for such notices, consents, 
authorizations, approvals or orders as have already been made or obtained.      

     8. The execution of the Agreement and the performance by NDI of its
obligations thereunder will not violate any of the terms or provisions of its   
Certificate of Incorporation or By-laws or result in any breach of or default   
under any lease, instrument, license, permit or any other NDI Material Contract 
listed on Schedule 6.12 or 6.15 to the Agreement (with the exception of         
contracts with customers, as to which no opinion is rendered), except (i) to the
extent specifically set forth on such Schedules; (ii) where such breaches or    
defaults, either singly or in the aggregate, would not have a material adverse  
effect on NDI.                                                                  

        The opinion set forth in paragraph 2 above is subject to the following
qualifications: (i) the enforceability of the respective obligations of NDI     
under the Agreement are subject to bankruptcy, insolvency, reorganization,      
moratorium and other similar laws now or hereafter in effect relating to        
creditors' rights; (ii) the availability of equitable remedies, including       
specific                                                                        

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performance and injunctive relief, is subject to the discretion of the court    
before which any proceeding therefor may be brought; (iii) we have assumed the  
due authorization, execution and delivery of the Agreement by each of the other 
parties thereto other than NDI; and (iv) no opinion is expressed as to the      
enforceability of the non-competition provisions included therein.              

We render the foregoing opinions as members of the Bar of the State of Florida  
and express no opinion as to laws other than the laws of the State of Florida   
and the federal laws of the United States of America.                           

         Very truly yours,

       FOLEY & LARDNER

By:     
                                ----------------------------------

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ANNEX IV

 FORM OF OPINION OF COUNSEL TO AES

[Date]

National Diagnostics, Inc.                                                      
7373 West Brandon Blvd.                                                         
Brandon, Florida  33511                                                         

Ladies and Gentlemen:                                                           

    We have acted as counsel to American Enterprise Solutions, Inc., a
Florida corporation ("AES") in connection with the transactions contemplated by 
the Merger Agreement (the "Agreement") dated as of February __, 1998, by and    
between National Diagnostics, Inc. and AES.                                     

       This opinion is being delivered to you pursuant to Section 9.2 of the
Agreement. All capitalized terms used herein, unless expressly defined herein,  
shall have the meanings ascribed to such terms in the Agreement.                

         We have examined originals, or copies certified or otherwise identified
to our satisfaction, of such documents and corporate and public records as we   
deemed to be necessary as a basis for the opinion hereinafter expressed. With   
respect to such examination, we have assumed the genuineness of all signatures  
appearing on all documents presented to us as originals, and the conformity to  
the originals of all documents presented to us as conformed or reproduced       
copies. Where factual matters material to such opinion were not independently   
established, we have relied upon certificates of appropriate state and local    
officials, upon representations of executive officers and responsible employees 
and agents of AES, and upon such other data as we deemed to be appropriate under
the circumstances. We also wish to advise you that when in the following opinion
we have made statements to our "knowledge" we shall mean (with respect to       
matters of fact), that after an examination of documents made available to us by
AES, and after inquiry of officers of AES but without any judgment or litigation
searches or any other independent factual investigation, we have no reason to   
believe that such statements are factually incorrect. Statements made to        
our"knowledge" shall furthermore refer only to then current actual knowledge of 
attorneys of our firm who have worked on matters for AES.                       

         Based upon the foregoing and such consideration of matters of law as we
deemed to be relevant, and subject to the qualifications and assumptions set    
forth herein, we are of the following opinion:                                  

        1. AES and each of the AES Subsidiaries has been duly organized and is
validly existing in good standing status under the laws of its jurisdiction of  
incorporation.                                                                  

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        2. To our knowledge, AES has the required authorization and permits to
carry on its business as currently existing, except where the failure to be so  
qualified or have such authorization and permits would not have a material      
adverse effect on AES.                                                          

3. The authorized and outstanding capital stock of AES is as  
represented in the Agreement; each share of such stock has been duly and validly
authorized and issued, and, to our knowledge, is fully paid and nonassessable.  
There are no preemptive rights with respect to the capital stock of AES.        

 4. To our knowledge, AES does not have any outstanding options,
warrants, calls, conversion rights or other commitments of any kind to issue or 
sell any of its capital stock, except as provided in Schedule 5.4 to the        
Agreement.                                                                      

      5. The Agreement has been duly authorized, executed and delivered by
AES and constitutes a valid and binding agreement of AES, enforceable against   
AES, and its shareholders in accordance with its terms.                         

         6. To our knowledge, AES is not in violation of any order (with respect
to AES) issued by any court or agency (wherever located), and there are no      
claims, actions, suits or proceedings pending, or threatened against or         
affecting AES, at law or in equity, or before or by any federal, state,         
municipal or other governmental department, commission, board, bureau, agency or
instrumentality wherever located, except in either case, where such violations, 
claims, actions, suits or proceedings, either singly or in the aggregate, would 
not have a material adverse effect on AES.                                      

      7. To our knowledge, AES is not in default, and has not received any
notice of default, under any of the contracts or agreements listed on Schedule  
5.15, except where such defaults, either singly or in the aggregate, would not  
have a material adverse effect on AES.                                          

        8. To our knowledge, no notice to, consent, authorization, approval or
order of any court or governmental agency or body or, to our knowledge (and with
the exception of contracts with customers, as to which no opinion is rendered), 
any other party to an AES Material Contract (as defined in the Agreement) is    
required in connection with the execution, delivery or consummation of the      
Agreement by AES and the stockholders of AES except for such notices, consents, 
authorizations, approvals or orders as have already been made or obtained.      

      9. The execution of the Agreement and the performance by AES and the
AES STOCKHOLDERS of their respective obligations thereunder will not violate any
of the terms or provisions of AES' Certificate of Incorporation or the By-laws  
of AES or result in any breach of or default under any lease, instrument,       
license, permit or any other AES Material Contract listed on Schedule 5.12 or   
5.15 to the Agreement (with the exception of contracts with customers, as to    
which no opinion is rendered), except (i) to the extent specifically set forth  
on such Schedules; (ii) where such breaches or defaults, either singly or in the
aggregate, would not have a material adverse effect on AES.                     

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        The opinion set forth in paragraph 5 above is subject to the following
qualifications: (i) the enforceability of the obligations of AES under the      
Agreement is subject to bankruptcy, insolvency, reorganization, moratorium and  
other similar laws now or hereafter in effect relating to creditors' rights;    
(ii) the availability of equitable remedies, including specific performance and 
injunctive relief, is subject to the discretion of the court before which any   
proceeding therefor may be brought; (iii) we have assumed the due authorization,
execution and delivery of the Agreement by each of the other parties thereto    
other than AES and (iv) no opinion is expressed as to the enforceability of the 
non-competition provisions included therein.                                    

        We render the foregoing opinions as members of the Bar of the State of
Florida and express no opinion as to laws other than the laws of such           
jurisdiction and the federal laws of the United States of America.              

         Very truly yours,

                          AGLIANO, HODGES & WHITTEMORE, P.A.

By:     
                             -------------------------------

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 ANNEX V

FORM OF REPRESENTATIONS, WARRANTIES AND COVENANTS OF
 THE DIRECTORS AND OFFICERS OF AES

[Date]

National Diagnostics, Inc.                                                      
7373 West Brandon Blvd.                                                         
Brandon, Florida  33511                                                         

Ladies and Gentlemen:                                                           

      In connection with and as required by Sections 9.5, 10.1 and 11.1 of
the Merger Agreement (the "Agreement") dated as of February __, 1998, by and    
between National Diagnostics, Inc., a Florida corporation ("NDI") and American  
Enterprise Solutions, Inc., a Florida corporation ("AES"), I do hereby          
acknowledge the facts set forth herein, and in consideration of the sum of $1.00
and other valuable consideration received from NDI, I do hereby make the        
representations, warranties and covenants set forth herein to NDI in my capacity
as a director and/or officer of AES. All capitalized terms used herein but not  
defined herein shall have the meaning ascribed to such term in the Agreement.   

         1. CONFIDENTIALITY. I recognize and acknowledge that I had in the past,
currently have, and in the future may possibly have, access to certain          
confidential information of AES, the AES Subsidiaries, NDI, and/or the NDI      
Subsidiaries such as lists of customers, operational policies, and pricing and  
cost policies that are valuable, special and unique assets of AES, the AES      
Subsidiaries, NDI, and/or the NDI Subsidiaries. I agree that I will not disclose
confidential information with respect to AES, the AES Subsidiaries, NDI, and/or 
the NDI Subsidiaries, to any person, firm, corporation, association or other    
entity for any purpose or reason whatsoever, except to authorized               
representatives of NDI and to counsel and other advisers to NDI, provided that  
such advisers to NDI (other than counsel) agree to the confidentiality          
provisions hereof, unless (i) such information becomes known to the public      
generally through no fault of my own, (ii) disclosure is required by law or the 
order of any governmental authority under color of law, or (iii) I reasonably   
believe that such disclosure is required in connection with the defense of a    
lawsuit against me, provided, that prior to disclosing any information pursuant 
to clause (i), (ii) or (iii) above, I shall, if possible, give prior written    
notice thereof to NDI and provide NDI with the opportunity to contest such      
disclosure. In the event of a breach or threatened breach by me of the          
confidentiality provisions hereof, NDI shall be entitled to an injunction       
restraining me from disclosing, in whole or in part, such confidential          
information. Nothing herein shall be construed as prohibiting NDI from pursuing 
any other available remedy for such breach or threatened breach, including      
without limitation the recovery of damages. Because of the difficulty of        
measuring economic losses as a result of the breach of the covenants contained  
in this Paragraph 1 and because of the immediate and irreparable damage that    
would be caused for which NDI                                                   

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would have no other adequate remedy, I agree that, in the event of my breach of 
the foregoing covenant contained herein, the covenant may be enforced against   
the me by injunctions and restraining orders. My obligations under this         
Paragraph 1 shall survive the termination of the Agreement and this letter.     

       2. DAMAGES. Because of the difficulty of measuring economic losses to
NDI as a result of a breach of the foregoing covenants, and because of the      
immediate and irreparable damage that could be caused to NDI for which for which
it would have no other adequate remedy, I hereby agree that the foregoing       
covenants may be enforced in the event of breach by injunctions and restraining 
orders.                                                                         

      3. REASONABLE RESTRAINT. I hereby agree that the foregoing covenants
impose a reasonable restraint in light of the activities and business of NDI and
AES (including without limitation the subsidiaries thereof) on the date of the  
Agreement and the current plans of NDI and AES; but it is also my intent that   
such covenants be construed and enforced in accordance with the changing        
activities and business of NDI and AES (including without limitation the        
subsidiaries thereof) throughout the term of this covenant.                     

4. SEVERABILITY, REFORMATION. The covenants in this letter are
severable and separate, and the unenforceability of any specific covenant hereof
shall not affect the provisions of any other covenant hereof. Moreover, in the  
event any court of competent jurisdiction shall determine that the scope, time  
or territorial restrictions set forth herein are unreasonable, then it is my    
intention that such restrictions be enforced to the fullest extent which the    
court deems reasonable, and this letter shall thereby be reformed.              

       5. INDEPENDENT COVENANT. All of the covenants in this letter shall be
construed as an agreement independent of any other provision in the Agreement,  
and the existence of any claim or cause of action of NDI against me, whether    
predicated on this letter or otherwise, shall not constitute a defense to the   
enforcement of such covenants. The covenants contained in this letter shall not 
be affected by any breach of any other provision hereunder or under the         
Agreement and shall have no effect if the transactions contemplated by the      
Agreement are not consummated.                                                  

     6. MATERIALITY. I hereby agree that this covenant is a material and
substantial part of the Agreement.                                              

    7. INDEMNIFICATION OF NDI. I hereby covenant and agree that I will
indemnify, defend, protect and hold harmless NDI from, against and in respect   
of:                                                                             

               (a)      all liabilities, losses, claims, damages, actions,
               suits, proceedings, demands, assessments,
                           adjustments, settlement payments, deficiencies, costs
                           and expenses (including without limitation reasonable
                  attorneys' fees and expenses) (collectively,
                        "Claims") suffered, sustained, incurred or paid by
                           NDI in connection with, resulting from or arising out
of:                       

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                         (A)      any breach of any of my representations or
                              warranties set forth herein, or in any
                                    certificate or other writing delivered by me
                      in connection with the Merger;

                    (B)      any nonfulfillment of any covenant or
                              agreement on my part in the Agreement;

                   (C)      any claim by any person claiming by,
                          through, or under me involving the
                                  transactions contemplated in the Agreement
                              or any prior transaction involving any
                                shares of, or options, warrants or other
                                  rights to acquire, capital stock of AES or
                        any predecessor corporation; and

             (b)      any and all actions, suits, claims, proceedings,
                          investigations, demands, assessments, audits, fines,
                    judgments, costs and other expenses (including
                       without limitation reasonable attorneys' fees and
                          expenses) incident to any of the foregoing or to the
                          enforcement of my obligation hereunder and under the
Agreement.                

Provided that the aggregate amount of my liability hereunder and under the      
Agreement shall not exceed the amount of the proceeds received by me in         
connection with the Merger.                                                     

      8. SUCCESSORS AND ASSIGNS. This letter and my rights and obligations
hereunder may not be assigned (except by operation of law) and shall be binding 
upon and shall inure to the benefit of my heirs and legal representatives.      

      IN WITNESS WHEREOF, I have set my hand hereunto as of the date first
written above.                                                                  

  Signature:
                                              --------------------------------
  Print Name
                                              --------------------------------

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 LIST OF ANNEXES AND SCHEDULES

 ANNEXES

Annex I           -        Stockholders and Stock Ownership of AES              
Annex II          -        Consideration to be Paid to AES Stockholders at      
Closing                   
Annex III         -        Form of Opinion of Counsel to NDI                    
Annex IV          -        Form of Opinion of Counsel to AES and AES            
Stockholders              
Annex V           -        Form of Representations, Warranties and Covenants of 
       the Directors and Officers of AES

 AES SCHEDULES

Schedule 5.1      -        Qualifications to Do Business                        
Schedule 5.4      -        Outstanding Options                                  
Schedule 5.5      -        Bonus Shares                                         
Schedule 5.6      -        Subsidiaries                                         
Schedule 5.7      -        Names of Predecessor Companies                       
Schedule 5.9      -        Financial Statements                                 
Schedule 5.10     -        Liabilities and Obligations                          
Schedule 5.11     -        Accounts and Notes Receivable                        
Schedule 5.12     -        Licenses, Franchises, Permits and other Governmental 
Authorizations            
Schedule 5.14     -        Real Property, Leases and Significant Personal       
Property                  
Schedule 5.15     -        Significant Customers and Material Contracts         
Schedule 5.16     -        Title to Real Property                               
Schedule 5.17     -        Insurance Policies and Claims                        
Schedule 5.18     -        Officers, directors and Key Employees; Employment    
Agreements; Compensation  
Schedule 5.19     -        Employee Benefit Plans                               
Schedule 5.21     -        Tax Returns and Examinations                         
Schedule 5.23     -        Government Contracts                                 
Schedule 5.24     -        Changes Since February 21, 1998                      
Schedule 5.25     -        Bank Accounts; Powers of Attorney                    

 NDI SCHEDULES

Schedule 6.1      -        Qualifications to Do Business                        
Schedule 6.4      -        Outstanding Options                                  
Schedule 6.5      -        Bonus Shares                                         
Schedule 6.6      -        Subsidiaries                                         
Schedule 6.7      -        Names of Predecessor Companies                       
Schedule 6.9      -        Financial Statements                                 

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Schedule 6.10     -        Liabilities and Obligations                          
Schedule 6.11     -        Accounts and Notes Receivable                        
Schedule 6.12     -        Licenses, Franchises, Permits and other Governmental 
Authorizations            
Schedule 6.14     -        Real Property, Leases and Significant Personal       
Property                  
Schedule 6.15     -        Significant Customers and Material Contracts         
Schedule 6.16     -        Title to Real Property                               
Schedule 6.17     -        Insurance Policies and Claims                        
Schedule 6.18     -        Officers, directors and Key Employees; Employment    
Agreements; Compensation  
Schedule 6.19     -        Employee Benefit Plans                               
Schedule 6.21     -        Tax Returns and Examinations                         
Schedule 6.23     -        Government Contracts                                 
Schedule 6.24     -        Changes Since Balance Sheet Date                     
Schedule 6.25     -        Bank Accounts; Powers of Attorney                    

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 FIRST AMENDMENT

TO

MERGER AGREEMENT

BY AND BETWEEN

 NATIONAL DIAGNOSTICS, INC.,
 A FLORIDA CORPORATION

 AND

AMERICAN ENTERPRISE SOLUTIONS, INC.,
 A FLORIDA CORPORATION

EFFECTIVE MARCH 17, 1998

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 FIRST AMENDMENT

       This First Amendment (the "Amendment") is made and entered into as of
this 17th day of March, 1998 by and between NATIONAL DIAGNOSTICS, INC., a       
Florida corporation ("NDI") and American Enterprise Solutions, Inc., a Florida  
corporation ("AES").                                                            

RECITALS

      WHEREAS, NDI and AES have entered into that certain Merger Agreement
(the "Agreement") dated February 23, 1998 pursuant to which it is contemplated  
that AES will be merged (the "Merger") with and into NDI under the terms and    
conditions specified in the Agreement; and                                      

       WHEREAS, Section 8.10 of the Agreement specifies that, as a condition
precedent to the obligations of AES and the stockholders of AES to consummate   
the transactions provided for in the Agreement, among other things, the         
shareholders of NDI shall have approved the Merger, the terms of the Agreement  
and other actions to be taken thereunder for which such shareholder approval is 
required; and                                                                   

      WHEREAS, AES and NDI have mutually agreed to proceed with the Merger
and the other transactions provided for under the Agreement in such a manner    
that would not require the initial approval and consent of NDI's shareholders to
the Merger, the terms of the Agreement or other actions to be taken thereunder  
for which such shareholder approval is required; and                            

       WHEREAS, AES and NDI mutually intend that the Agreement be amended to
dispense with the need for the initial approval and consent of the shareholders 
of NDI to the Merger, and the terms of the Agreement and other actions to be    
take thereunder for which such shareholder approval is required; and            

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         WHEREAS, Section 2.2 of the Agreement specifies that, as a condition to
the closing of the Merger transaction, NDI shall have, among other things (i)   
effected a reverse stock split of the currently issued and outstanding shares of
NDI common stock; and (ii) authorized the issuance of an additional 10,670,513  
shares of NDI common stock for distribution to the AES stockholders; and        

  WHEREAS, NDI and AES have mutually agreed that it is in the best
interest of the parties that (i) the above-referenced reverse stock split should
not be effected until after consummation of the Merger; and (ii) NDI should     
provide for the issuance of a total of 22,056,407 shares of NDI common stock for
distribution to AES stockholders as opposed to the 10,670,513 shares referred to
above; and                                                                      

     WHEREAS, because of the fact that NDI only has a total of 5,906,570
authorized but unissued shares of NDI common stock for immediate issuance to AES
stockholders, it is necessary to provide for a partial closing of the Merger    
transaction (until additional shares of NDI common stock are authorized and made
available for distribution to AES stockholders).                                

        NOW, THEREFORE, in consideration of the premises set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which 
are hereby acknowledged, the parties hereto, intending to be legally bound,     
agree as follows:                                                               

        1. The Agreement is hereby amended to delete the requirement contained
in Section 8.10 thereof and elsewhere that the approval and consent of NDI'S    
shareholders to the Merger, the terms of the Agreement and other actions to be  
taken thereunder shall be a condition precedent to the obligations of AES and   
the AES stockholders under this Agreement.                                      

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2. Section 2.2 and any and all other pertinent sections of the
Agreement are amended and modified to provide for and reflect the fact that (i) 
NDI shall issue 5,906,570 shares of NDI common stock to AES stockholders upon   
partial closing of the Merger, then (pursuant to an appropriate amendment to its
Articles of Incorporation to allow it to do so) issue an additional 16,149,837  
shares of NDI common stock to AES stockholders shortly thereafter; and (ii) the 
above-referenced reverse stock split shall be effected only after issuance of   
the total of 22,057,407 shares of NDI common stock to AES stockholders (such    
that the AES stockholders will own an aggregate of 87.7% of the issued and      
outstanding shares of common stock of NDI after the reverse stock split).       

        3. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute but
one and the same instrument.                                                    

        IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first written above.                                        

                  NATIONAL DIAGNOSTICS, INC.

By:     
                         ---------------------------
                 Name:  Curtis L. Alliston
                 Title: President & C.O.O.

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                           AMERICAN ENTERPRISE SOLUTIONS, INC.

By:     
                         ---------------------------
            Name:  Charles Broes
                      Title: Chief Executive Officer

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SECOND AMENDMENT

TO

MERGER AGREEMENT

BY AND BETWEEN

 NATIONAL DIAGNOSTICS, INC.,
 A FLORIDA CORPORATION

 AND

AMERICAN ENTERPRISE SOLUTIONS, INC.,
 A FLORIDA CORPORATION

EFFECTIVE APRIL 29, 1998

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SECOND AMENDMENT

         This Second Amendment (the "2nd Amendment") is made and entered into as
of this 29th day of April, 1998 by and between NATIONAL DIAGNOSTICS, INC., a    
Florida corporation ("NDI" or the "Company") and AMERICAN ENTERPRISE SOLUTIONS, 
INC., a Florida corporation ("AES").                                            

RECITALS

      WHEREAS, NDI and AES have entered into that certain Merger Agreement
dated February 23, 1998, as amended by that certain First Amendment dated March 
17th, 1998 (the "Agreement"), pursuant to which it is contemplated that AES will
be merged (the "Merger") with and into NDI under the terms and conditions       
specified in the Agreement; and                                                 

      WHEREAS, AES and NDI have mutually agreed to proceed with the Merger
via the implementation and effectuation of the terms and conditions set forth   
hereinbelow.                                                                    

        NOW, THEREFORE, in consideration of the premises set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which 
are hereby acknowledged, the parties hereto, intending to be legally bound,     
agree that the Agreement is hereby amended to incorporate and reflect the       
following facts, terms and conditions:                                          

                  AES currently owns an aggregate of 5,786,570 shares of Company
        Common Stock and 368,815 shares of Company Preferred Stock. Each share
        of Company Preferred Stock is convertible into 44.11 shares of Company
      Common Stock. An additional 3,093,430 shares of Company Common Stock
     are owned by stockholders other than AES. Therefore, at the present
    time, an aggregate of 8,880,000 shares of Company Common Stock are
issued and outstanding. In conjunction with the Merger, the   

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         Company proposes to issue a stock dividend to holders of Company Common
Stock based on the following formula:                         

 x = $3.50 - y
     ---------
     y

where x =         the dividend (i.e., the number of additional
                         shares of Company Common Stock to be issued on each
                 outstanding share of Company Common Stock).

        $3.50   =         the valuation of each share of Company Common Stock,
           based on projected revenues for 1998.

     y       =         the average market price of each share of Company
                         Common Stock during the 5 business days immediately
 preceding the closing date.

For example, if y = $1.125, each outstanding share of Company Common Stock will 
receive a dividend of [3.50 - 1.125] = 2.11 shares of Company Common Stock.     
------------                      
1.125                     

               The declaration and payment of such a dividend will require
   the availability of approximately 18,745,680 additional shares of
  Company Common Stock. However, because the Company's Articles of
  Incorporation currently provide for the issuance of a maximum of
      9,000,000 shares of Company Common Stock, of which amount a total of
8,880,000 shares have already been issued and are currently   
outstanding, at the present time the Company can only issue an
         additional 120,000 shares of Company Common Stock. It will therefore be
      necessary to amend the Company's Articles of Incorporation to, among
  other things, provide for the issuance of at least an additional
18,625,680 shares of Company Common Stock.                    

                After payment of the contemplated stock dividend, a total of
27,505,680 shares of Company Common Stock will be issued and  
outstanding; 18,002,019 of these shares                       

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       (approximately 65%) will be owned by AES, and the remaining 9,623,661
        shares (approximately 35%) will be owned by other stockholders of NDI.

                Shortly after payment of the stock dividend described above,
       but before the closing of the Merger, the Company will effect a stock
      combination transaction of all issued and outstanding Company Common
  Stock in accordance with the provisions of Section 607.10025 and
         607.1003 of the Florida Business Corporation Act (the "FBCA") such that
         AES will own approximately 2,000,000 shares of Company Common Stock and
       the other stockholders of NDI will own approximately 1,000,000 shares
of Company Common Stock.                                      

               In conjunction with the Merger, the approximately 2,000,000
        shares of Company Common Stock and 368,815 shares of Company Preferred
Stock owned by AES will be canceled.                          

             It is anticipated that on the date of closing the Merger,
         there will be approximately 6,000,000 shares of AES Common Stock issued
   and outstanding. In conjunction with and upon consummation of the
      Merger, each outstanding share of AES Common Stock will be exchanged
       for one share of Company Common Stock. As a result of the Merger, the
         AES stockholders will own approximately 6,000,000 shares (85.7%) of the
issued and outstanding Company Common Stock, while other NDI  
         stockholders will own approximately 1,000,000 (14.3%) of the issued and
outstanding Company Common Stock.                             

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     This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute but
one and the same instrument.                                                    

        IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first written above.                                        

                  NATIONAL DIAGNOSTICS, INC.

By:     
                            ------------------------------
                 Name:  Curtis L. Alliston
        Title: President

                           AMERICAN ENTERPRISE SOLUTIONS, INC.

By:     
                            ------------------------------
            Name:  Charles Broes
                      Title: Chief Executive Officer

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APPENDIX B

NATIONAL DIAGNOSTICS, INC.
 ARTICLES OF AMENDMENT
TO
 ARTICLES OF INCORPORATION

Pursuant to and in compliance with the requirements of Section
607.0602, Florida Statutes, National Diagnostics, Inc., a corporation organized 
and existing under the laws of the State of Florida (the "Corporation"), hereby 
adopts the following amendments to the Corporation's Articles of Incorporation. 

Section 1 of Article Third of the Corporation's Articles of Incorporation is    
amended to read as follows:                                                     

Section 1.  Preferred Shares.                                 

       (a)      The distinctive designation of the Preferred Shares shall be
                 "Series A Preferred Stock." The aggregate number of shares of
                  Series A Preferred Stock shall be one million (1,000,000). The
     Series A Preferred Stock shall have no par value.

   (b)      Commencing on the date of purchase of shares of Series A
                 Preferred Stock, the holders of such shares shall be entitled
                 to receive dividends, but not exceeding $0.10 per share, when
                  and as declared by the Board of Directors, out of funds of the
                 Corporation at the time legally available for the declaration
                 of dividends. Such dividends may be payable at such intervals
                 as the Board of Directors may from time to time determine and
                  shall not be cumulative. As such, no right shall accrue to the
               holders of shares of the Series A Preferred Stock by reason
                  of the fact that dividends on such shares are not, or have not
been, declared in any prior period.         

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      (c)      The "Liquidation Price" of each share of Series A Preferred
       Stock shall be $4.00 per share. In the event of any
              liquidation, dissolution or winding up of the Corporation,
                  either voluntarily or involuntarily, the holders of each share
               of Series A Preferred Stock shall be entitled to be paid an
             amount equal to the Liquidation Price of $4.00 per share.

         (d)      In the event that the Corporation authorizes the redemption of
             all or any of the shares of Series A Preferred Stock, the
          "Redemption Price" for each share properly redeemed in
             accordance with any terms and conditions specified by the
Corporation shall be $4.30 per share.       

  (e)      At the election and option of the Board of Directors, a
             sinking fund for the retirement of the Series A Preferred
                Stock may be created out of net earnings of the Corporation,
                  if and when such earnings are deemed to be sufficient to allow
                for such a sinking fund. The sinking fund, if created, shall
           not be depleted in any way except for the retirement or
                  redemption of the Series A Preferred Stock; but until so used,
                 any sums to the credit of the sinking fund may be employed in
the business of the Corporation.            

     (f)      (i)      The holder(s) of the shares of Series A Preferred
                         Stock shall have the right to cast eight (8) votes,
                        for each share so held, as a separate class on any
                 matter or issue properly brought before the
                           shareholders of the Corporation, whether at a special
                     or annual meeting or by proxy, and on which the
                          shareholders of the Corporation shall be required to
vote.                     

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                 (ii)     With respect to the election of members of the Board
                           of Directors of the Corporation, the holder(s) of the
                     shares of Series A Preferred Stock, voting as a
                        separate class, shall have the right to elect that
                         number of directors which constitutes fifty percent
                      (50%) of the authorized number of members of the
                         Board of Directors. If fifty percent (50%) is not a
                       whole number, then the holder(s) of the shares of
                           Series A Preferred Stock voting, as a separate class,
                          shall be entitled to elect the nearest higher number
of directors.             

              (iii)    The holder(s) of the shares of Series A Preferred
                           Stock shall be entitled to vote, as a separate class,
                        on any and all matters and issues properly brought
                         before the shareholders of the Corporation, whether
                        at a special or annual meeting or by proxy, and on
                   which the shareholders of the Corporation are
                           required to vote. Furthermore, at least sixty-six and
                          two- thirds percent (66 2/3%) of the aggregate votes
                           entitled to be cast by the holder(s) of the shares of
                        Series A Preferred Stock shall be required for the
                         approval and implementation of any corporate action
                        upon which the shareholders of the Corporation are
required to vote.         

    (g)      The holders of the shares of Series A Preferred Stock may
              convert those shares at any time into shares of the Common
            Stock of the Corporation at the ratio of 44.11 shares of
           Common Stock per share of Series A Preferred Stock. The
               consideration for such conversion of the shares of Series A
              Preferred Stock shall be both a surrender of the shares of
 Series A Preferred Stock as well as a closing

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           of the transactions provided for in that certain Merger
                  Agreement (the "Merger Agreement") dated February 23, 1998, by
                  and between the Corporation and American Enterprise Solutions,
               Inc., a Florida corporation. Concurrent with the closing of
              the transactions provided for in the Merger Agreement, the
             Board of Directors of the Corporation shall authorize the
            conversion of all or a portion of the shares of Series A
          Preferred Stock into shares of the Common Stock of the
               Corporation at the rate of 44.11 shares of Common Stock per
      shares of Series A Preferred Stock (based upon the
                  Corporation's current number of outstanding common shares, not
                  to be adjusted for any changes to the same). Any of the shares
                  of Series A Preferred Stock that are not converted into shares
             of the Corporation's Common Stock upon the closing of the
           transactions provided for in the Merger Agreement shall
               continue to bear the right of conversion into shares of the
                 Corporation's Common Stock at the rate of 44.11 shares of the
              Corporation's Common Stock per share of Series A Preferred
         Stock (based upon the Corporation's current number of
                 outstanding common shares, not to be adjusted for any changes
to the same).                               

         The foregoing amendments to the Corporation's Articles of Incorporation
were duly approved and adopted by the Board of Directors of the Corporation on  
March , 1998. Pursuant to the provisions of Section 607.0602(4), Florida        
Statutes, shareholder approval is not required for the effectiveness of the     
foregoing amendments.                                                           

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 IN WITNESS WHEREOF, National Diagnostics, Inc. has caused these
Articles of Amendment to its Articles of Incorporation to be executed by its    
President and Chief Operating Officer on this _____ day of March, 1998.         

                  NATIONAL DIAGNOSTICS, INC.

By:     
                         ---------------------------
                 Name:  Curtis L. Alliston
            Title: President and
                             Chief Operating Officer

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APPENDIX C

      607.1301 DISSENTERS' RIGHTS; DEFINITIONS.--The following definitions
apply to ss. 607.1302 and 607.1320:                                             

       (1) "Corporation" means the issuer of the shares held by a dissenting
shareholder before the corporate action or the surviving or acquiring           
corporation by merger or share exchange of that issuer.                         

         (2) "Fair value," with respect to a dissenter's shares, means the value
of the shares as of the close of business on the day prior to the shareholders' 
authorization date, excluding any appreciation or depreciation in anticipation  
of the corporate action unless exclusion would be inequitable.                  

    (3) "Shareholders' authorization date" means the date on which the
shareholders' vote authorizing the proposed action was taken, the date on which 
the corporation received written consents without a meeting from the requisite  
number of shareholders in order to authorize the action, or, in the case of a   
merger pursuant to s. 607.1104, the day prior to the date on which a copy of the
plan of merger was mailed to each shareholder of record of the subsidiary       
corporation.                                                                    

607.1302 RIGHT OF SHAREHOLDERS TO DISSENT.--                  

         (1) Any shareholder of a corporation has the right to dissent from, and
obtain payment of the fair value of his or her shares in the event of, any of   
the following corporate actions:                                                

            (a) Consummation of a plan of merger to which the corporation is a
party:                                                        

            1. If the shareholder is entitled to vote on the
merger, or                                            

                2. If the corporation is a subsidiary that is merged
       with its parent under s. 607.1104, and the shareholders would
    have been entitled to vote on action taken, except for the
applicability of s. 607.1104;                         

         (b) Consummation of a sale or exchange of all, or substantially
      all, of the property of the corporation, other than in the usual and
       regular course of business, if the shareholder is entitled to vote on
   the sale or exchange pursuant to s. 607.1202, including a sale in
        dissolution but not including a sale pursuant to court order or a sale
      for cash pursuant to a plan by which all or substantially all of the
         net proceeds of the sale will be distributed to the shareholders within
1 year after the date of sale;                                

             (c) As provided in s. 607.0902(11), the approval of a control-share
acquisition;                                                  

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                  (d)      Consummation of a plan of share exchange to which the
       corporation is a party as the corporation the shares of which will be
acquired, if the shareholder is entitled to vote on the plan; 

                  (e)      Any amendment of the articles of incorporation if the
        shareholder is entitled to vote on the amendment and if such amendment
would adversely affect such shareholder by:                   

                     1. Altering or abolishing any preemptive rights
attached to any of his or her shares;       

                 2. Altering or abolishing the voting rights
                 pertaining to any of his or her shares, except as such rights
                 may be affected by the voting rights of new shares then being
                authorized of any existing or new class or series of shares;

                3. Effecting an exchange, cancellation, or
           reclassification of any of his or her shares, when such
              exchange, cancellation, or reclassification would alter or
               abolish the shareholder's voting rights or alter his or her
           percentage of equity in the corporation, or effecting a
           reduction or cancellation of accrued dividends or other
arrearages in respect to such shares;       

                           4. Reducing the stated redemption price of any of the
               shareholder's redeemable shares, altering or abolishing any
                provision relating to any sinking fund for the redemption or
                 purchase of any of his or her shares, or making any of his or
                her shares subject to redemption when they are not otherwise
redeemable;                                 

                   5. Making noncumulative, in whole or in part,
                dividends of any of the shareholder's preferred shares which
had theretofore been cumulative;            

                          6. Reducing the stated dividend preference of any of
the shareholder's preferred shares; or      

                           7. Reducing any stated preferential amount payable on
               any of the shareholder's preferred shares upon voluntary or
involuntary liquidation; or                 

          (f)      Any corporate action taken, to the extent the
articles of incorporation provide that a voting or nonvoting  
      shareholder is entitled to dissent and obtain payment for his or her
shares.                                                       

   (2)      A shareholder dissenting from any amendment specified in
paragraph (1)(e) has the right dissent only as to those of his or her shares    
which are adversely affected by the amendment.                                  

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         (3) A shareholder may dissent as to less than all the shares registered
in his or her name. In that event, the shareholder's rights shall be determined 
as if the shares as to which he or she has dissented and his or her other shares
were registered in the names of different shareholders.                         

  (4) Unless the articles of incorporation otherwise provide, this
section does not apply with respect to a plan of merger or share exchange or a  
proposed sale or exchange of property, to the holders of shares of any class or 
series which, on the record date fixed to determine the shareholders entitled to
vote at the meeting of shareholders at which such action is to be acted upon or 
to consent to any such action without a meeting were either registered on a     
national securities exchange or designated as a national market system security 
on an interdealer quotation system by the National Association of Securities    
Dealers, Inc., or held of record by not fewer than 2,000 shareholders.          

         (5) A shareholder entitled to dissent and obtain payment for his or her
shares under this section may not challenge the corporate action creating his or
her entitlement unless the action is unlawful or fraudulent with respect to the 
shareholder or the corporation.                                                 

607.1320 PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS.--      

    (1) (a) If a proposed corporate action creating dissenters' rights
      under s. 607.1302 is submitted to a vote at a shareholders' meeting,
         the meeting notice shall state that shareholders are or may be entitled
  to assert dissenters' rights and be accompanied by a copy of ss.
      607.1301, 607.1302, and 607.1320. A shareholder who wishes to assert
dissenters' rights shall:                                     

                      1. Deliver to the corporation before the vote is
              taken written notice of the shareholder's intent to demand
           payment for his or her shares if the proposed action is
effectuated, and                            

                   2. Not vote his or her shares in favor of the
                proposed action. A proxy or vote against the proposed action
                  does not constitute such a notice of intent to demand payment.

                (b) If proposed corporate action creating dissenters' rights
        under s. 607.1302 is effectuated by written consent without a meeting,
     the corporation shall deliver a copy of ss. 607.1301, 607.1302, and
      607.1320 to each shareholder simultaneously with any request for the
         shareholder's written consent or, if such a request is not made, within
   1 0 days after the date the corporation received written consents
       without a meeting from the requisite number of shareholders necessary
to authorize the action.                                      

    (2) Within 10 days after the shareholders' authorization date, the
corporation shall give written notice of such authorization or consent or       
adoption of the plan of merger, as the case may be, to each shareholder who     
filed a notice of intent to demand payment for his or her shares                

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pursuant to paragraph (1)(a) or, in the case of action authorized by written    
consent, to each shareholder, excepting any who voted for, or consented in      
writing to, the proposed action.                                                

  (3) Within 20 days after the giving of notice to him or her, any
shareholder who elects to dissent shall file with the corporation a notice of   
such election, stating the shareholder's name and address, the number, classes, 
and series of shares as to which he or she dissents, and a demand for payment of
the fair value of his or her shares. Any shareholder failing to file such       
election to dissent within the period set forth shall be bound by the terms of  
the proposed corporate action. Any shareholder filing an election to dissent    
shall deposit his or her certificates for certificated shares with the          
corporation simultaneously with the filing of the election to dissent. The      
corporation may restrict the transfer of uncertificated shares from the date the
shareholder's election to dissent is filed with the corporation.                

        (4) Upon filing a notice of election to dissent, the shareholder shall
thereafter be entitled only to payment as provided in this section and shall not
be entitled to vote or to exercise any other rights of a shareholder. A notice  
of election may be withdrawn in writing by the shareholder at any time before an
offer is made by the corporation, as provided in subsection (5), to pay for his 
or her shares. After such offer, no such notice of election may be withdrawn    
unless the corporation consents thereto. However, the right of such shareholder 
to be paid the fair value of his or her shares shall cease, and the shareholder 
shall be reinstated to have all his or her rights as a shareholder as of the    
filing of his or her notice of election, including any intervening preemptive   
rights and the right to payment of any intervening dividend or other            
distribution or, if any such rights have expired or any such dividend or        
distribution other than in cash has been completed, in lieu thereof, at the     
election of the corporation, the fair value thereof in cash as determined by the
board as of the time of such expiration or completion, but without prejudice    
otherwise to any corporate proceedings that may have been taken in the interim, 
if:                                                                             

             (a) Such demand is withdrawn as provided in this section;

                  (b) The proposed corporate action is abandoned or rescinded or
the shareholders revoke the authority to effect such action;  

                 (c) No demand or petition for the determination of fair value
    by a court has been made or filed within the time provided in this
section; or                                                   

              (d) A court of competent jurisdiction determines that such
     shareholder is not entitled to the relief provided by this section.

(5) Within 10 days after the expiration of the period in which
shareholders may file their notices of election to dissent, or within 10 days   
after such corporate action is effected, whichever is later (but in no case     
later than 90 days from the shareholders' authorization date), the corporation  
shall make a written offer to each dissenting shareholder who has made demand as
provided in this section to pay an amount the corporation estimates to be the   
fair value for such shares. If the corporate action has not been consummated    
before the expiration of the 90-                                                

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day period after the shareholders' authorization date, the offer may be made    
conditional upon the consummation of such action. Such notice and offer shall be
accompanied by:                                                                 

         (a) A balance sheet of the corporation, the shares of which the
   dissenting shareholder holds, as of the latest available date and
not more than 12 months prior to the making of such offer; and

     (b) A profit and loss statement of such corporation for the
    12-month period ended on the date of such balance sheet or, if the
       corporation was not in existence throughout such 12-month period, for
the portion thereof during which it was in existence.         

      (6) If within 30 days after the making of such offer any shareholder
accepts the same, payment for his or her shares shall be made within 90 days    
after the making of such offer or the consummation of the proposed action,      
whichever is later. Upon payment of the agreed value, the dissenting shareholder
shall cease to have any interest in such shares.                                

   (7) If the corporation fails to make such offer within the period
specified therefor in subsection (5) or if it makes the offer and any dissenting
shareholder or shareholders fail to accept the same within the period of 30 days
thereafter, then the corporation, within 30 days after receipt of written demand
from any dissenting shareholder given within 60 days after the date on which    
such corporate action was effected, shall, or at its election at any time within
such period of 60 days may, file an action in any court of competent            
jurisdiction in the county in this state where the registered office of the     
corporation is located requesting that the fair value of such shares be         
determined. The court shall also determine whether each dissenting shareholder, 
as to whom the corporation requests the court to make such determination, is    
entitled to receive payment for his or her shares. If the corporation fails to  
institute the proceeding as herein provided, any dissenting shareholder may do  
so in the name of the corporation. All dissenting shareholders (whether or not  
residents of this state), other than shareholders who have agreed with the      
corporation as to the value of their shares, shall be made parties to the       
proceeding as an action against their shares. The corporation shall serve a copy
of the initial pleading in such proceeding upon each dissenting shareholder who 
is a resident of this state in the manner provided by law for the service of a  
summons and complaint and upon each nonresident dissenting shareholder either by
registered or certified mail and publication or in such other manner as is      
permitted by law. The jurisdiction of the court is plenary and exclusive. All   
shareholders who are proper parties to the proceeding are entitled to judgment  
against the corporation for the amount of the fair value of their shares. The   
court may, if it so elects, appoint one or more persons as appraisers to receive
evidence and recommend a decision on the question of fair value. The appraisers 
shall have such power and authority as is specified in the order of their       
appointment or an amendment thereof. The corporation shall pay each dissenting  
shareholder the amount found to be due him or her within 10 days after final    
determination of the proceedings. Upon payment of the judgment, the dissenting  
shareholder shall cease to have any interest in such shares.                    

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       (8)  The judgment may, at the discretion of the court, include a fair
rate of interest, to be determined by the court.                                

        (9)  The costs and expenses of any such proceeding shall be determined
by the court and shall be assessed against the corporation, but all or any part 
of such costs and expenses may be apportioned and assessed as the court deems   
equitable against any or all of the dissenting shareholders who are parties to  
the proceeding, to whom the corporation has made an offer to pay for the shares,
if the court finds that the action of such shareholders in failing to accept    
such offer was arbitrary, vexatious, or not in good faith. Such expenses shall  
include reasonable compensation for, and reasonable expenses of, the appraisers,
but shall exclude the fees and expenses of counsel for, and experts employed by,
any party. If the fair value of the shares, as determined, materially exceeds   
the amount which the corporation offered to pay therefor or if no offer was     
made, the court in its discretion may award to any shareholder who is a party to
the proceeding such sum as the court determines to be reasonable compensation to
any attorney or expert employed by the shareholder in the proceeding.           

         (10) Shares acquired by a corporation pursuant to payment of the agreed
value thereof or pursuant to payment of the judgment entered therefor, as       
provided in this section, may be held and disposed of by such corporation as    
authorized but unissued shares of the corporation, except that, in the case of a
merger, they may be held and disposed of as the plan of merger otherwise        
provides. The shares of the surviving corporation into which the shares of such 
dissenting shareholders would have been converted had they assented to the      
merger shall have the status of authorized but unissued shares of the surviving 
corporation.                                                                    

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRE 14C’ Filing		Date		First		Last			Other Filings
		8/1/98		17		66
		7/31/98		31
		5/10/98		6		7
Deleted on:		5/4/98
Filed on / For Period End:		4/30/98		2		4			PREM14C
		4/29/98		1		89			SC 13D
		4/3/98		5		15
		4/2/98		9		15
		3/31/98		2		20			10QSB,  10QSB/A,  NT 10-Q
		3/30/98		2
		3/27/98		2		5
		3/19/98		2
		3/17/98		2		84
		2/24/98		15
		2/23/98		2		97
		2/21/98		40		82
		2/20/98		14
		2/18/98		55
		2/4/98		61
		2/2/98		14
		2/1/98		14
		12/31/97		10		33			10KSB,  NT 10-K
		11/30/97		44		50
		9/30/97		21					10QSB
		6/30/97		21					10QSB,  NT 10-Q
		3/31/97		21					10QSB,  NT 10-K
		12/31/96		10		44			10KSB,  NT 10-K
		12/31/95		44					10KSB40/A
		12/31/94		44
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