8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         SECURITIES EXCHANGE ACT OF 1934


                         Date of Report - April 30, 1998
                        (Date of earliest event reported)


                              UNIQUE MOBILITY, INC.
               (Exact name of registrant as specified in charter)

                                    COLORADO
                 (State or other jurisdiction of Incorporation)


 
                       1-10869                  84-0579156
               (Commission File Number)      (I.R.S. Employer
                                            Identification No.)

                  425 Corporate Circle, Golden, Colorado 80401
               (Address of principal executive offices) (Zip Code)


                         Registrant's telephone number,
                       including area code:(303) 278-2002









                              UNIQUE MOBILITY, INC.

                                    FORM 8-K

                               ITEM OF INFORMATION



Item 2.  Acquisition or Disposition of Assets

         The  Company  issued the following press release on May 5, 1998
announcing the completion of the acquisition of 100 percent of the outstanding
shares of Franklin Manufacturing Company, a privately-held  Distributor of
electronic components and manufacturer of printed circuit boards:

For Further Information:
Unique Mobility, Inc.                        Banchik & Associates
425 Corporate Circle                         686 Alamo Pintado, Suite B
Golden, Colorado 80401                       Solvang, California 93463
CONTACT:                                     CONTACT: 
John Gould, Dir. Investor Relations          Doris Banchik, Principal
(303) 278-2002                               (805) 688-2340

For Immediate Release: 98-06

UNIQUE MOBILITY COMPLETES ACQUISITION OF FRANKLIN MANUFACTURING

     GOLDEN,  CO, May 5, 1998.  . .Unique  Mobility,  Inc.(AMEX:UQM),  a leading
worldwide  developer and  manufacturer of energy  efficient  electric  permanent
magnet  motors  and  controls,   today  announced  that  it  has  completed  the
acquisition  of  Franklin  Manufacturing  Company,  a  St.  Charles,   Missouri,
privately-held   manufacturer  and  distributor  of  electronic  assemblies  and
components  for  the  automotive,  medical,  telecommunications  and  industrial
markets. The acquisition is valued at $9.3 million,  including the assumption of
$3 million of Franklin's  liabilities and debt. The  acquisition  price was paid
with $4 million in cash and 286,282 shares of Unique's common stock.

The principal selling  shareholder,  Michael Franklin,  President and founder of
Franklin,  retains his post as President of Franklin and assumes the  additional
positions of Vice-President of Electronics Manufacturing and director of Unique.
Franklin  Manufacturing  is an ISO-9002  certified  electronics  manufacturer of
surface  mount  and  thru-hole   printed  circuit   boards,   electro-mechanical
assemblies,   cable  harness   assemblies  and  box  builds.  It  is  housed  in
state-of-the-art  facility on the  outskirts of St. Louis where it conducts both
its manufacturing  operations and electronic  component  distribution  business.
Franklin was profitable on revenues of approximately  $10 million for its fiscal
year ended September 30, 1997.

     In  commenting  on the  transaction,  Ray A.  Geddes,  Chairman  and CEO of
Unique, said, "The acquisition of Franklin Manufacturing is a major milestone in
our goal to become a leading  provider of  advanced  vehicle  power  systems for
energy efficient, environmentally clean transportation. In addition to acquiring
the company,  we're most fortunate to have Mike Franklin on our team.  Mike grew
Franklin  Manufacturing  from the ground-up based on a strong  commitment to his
customers - designing, engineering, planning and manufacturing the products they
need. His experience and expertise will be a key  contributor to Unique's future
growth.

     Mike Franklin,  Franklin's President,  commented,  "I am looking forward to
joining  the  Unique   management  team.   Unique's   demonstrated   electronics
engineering  capability  will allow us to expand  the  breadth  of  services  we
provide our customers to encompass product design through volume  manufacture of
electronic  products,  which we believe  will  expand our  opportunities  in the
rapidly growing market for high quality,  low cost  manufacturing  solutions for
OEMs.

     Added  William G. Rankin,  Unique's  President  and COO,  "Franklin is well
positioned as a low cost, high volume  manufacturing source to several first and
second tier  suppliers  to  automotive  OEMs.  Moreover,  Franklin  manufactures
electronic  assemblies,  which are similar to those used in our UQM product line
and  can  handle  most of our  projected  electronic  requirements.  All in all,
Franklin's  capabilities are highly synergistic with our other two manufacturing
units,  Unique Power Products  (motors) and Aerocom  Industries  (gears),  which
together  provide us with the  in-house  resources to produce  fully  integrated
power systems.

     "Franklin    Manufacturing   has   demonstrated   consistent   growth   and
profitability,"  said Donald A. French,  Unique's Chief Financial Officer.  "The
Company  has  high  growth  potential  independent  of  Unique's   requirements.
Together,  our basic  manufacturing  units,  Franklin,  Aerocom and Unique Power
Products,  form a solid base upon which we hope to build  increased  shareholder
value."

     Unique Mobility,  Inc. is an innovative developer and manufacturer of power
dense, high efficiency motor systems for propulsion applications. Its technology
is value-added to a wide range of industrial, agricultural,  healthcare, mining,
aerospace and oil and gas equipment and the emerging light electric  vehicle and
hybrid electric bus, truck and car markets.

     This release may contain forward-looking  statements that involve risks and
uncertainties.  These statements may differ materially from actual future events
or results. Readers are referred to the Risk Factors section of the Registration
Statement on Form S-3 (File No.  333-50393)  filed by Unique with the SEC, which
identifies important risk factors that could cause actual results to differ from
those contained in the forward-looking statements, including Unique's history of
operating  losses,  its  ability to obtain  additional  financing,  competition,
changes in government  regulations  mandating  low and zero  emission  vehicles,
Unique's  ability to protect its proprietary  information,  and Unique's limited
experience  in   manufacturing   processes  and  procedures  and  marketing  and
distribution.

     Item 7. Financial Statements and Exhibits

     (a) and (b). The audited  financial  statements  of Franklin  Manufacturing
Company  required  by  paragraph  (a) of  Item 7 of Form  8-K  and the  proforma
financial  information  required by paragraph  (b) of Item 7 of Form 8-K will be
filed under cover of Form 8 within 60 days of the date of this report on Form 8-
K.

     (c) Exhibits.

          2.1 Share Exchange Agreement

          2.2 Escrow Agreement

          2.3 Employment Agreement with Michael Franklin

          2.4 NonCompetition Agreement


                                    SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

 
Unique Mobility, Inc.
 
(Registrant)

By: /s/Donald A. French 
Donald A. French
Treasurer
(Principal Financial and 
Accounting Officer)

Date: May 6, 1998

EX-2

 
Exhibit 2.1

                            SHARE EXCHANGE AGREEMENT


                         Franklin Manufacturing Company
                              Unique Mobility, Inc.
                               Michael G. Franklin
                                Deborah M. McNatt


                                 April 30, 1998



                                TABLE OF CONTENTS

I. THE SHARE EXCHANGE. . . . . . . . . . . . . . . . .. . . . . . .   .1
           1.1  The Share Exchange . . . . . . . . . . .. . . . . . . .1
           1.2  Consideration. . . . . . . . . . . . . .. . . . . . . .1
           1.3  Delivery of Certificates . . . . . . . .. . . . . . . .2
           1.4  Closing. . . . . . . . . . . . . . . . .. . . . . . . .2
 
II.  REPRESENTATIONS AND WARRANTIES OF
     FRANKLIN AND THE SHAREHOLDERS. .. . . . . . . . . .. . . . . . . .3
           2.1  Organization . . . . . . . . . . . . . .. . . . . . . .3
           2.2  Capitalization . . . . . . . . . . . . .. . . . . . . .3
           2.3  Authorization. . . . . . . . . . . . . .. . . . . . . .3
           2.4  No Violation; Consents and Approvals . .. . . . . . . .3
           2.5  Subsidiaries and Other Capital Stock . .. . . . . . . .4
           2.6  Financial Statements . . . . . . . . . .. . . . . . . .4
           2.7  Absence of Undisclosed Liabilities . . .. . . . . . . .4
           2.8  Absence of Certain Changes or Events . .. . . . . . . .5
           2.9  Title to and Condition of Non-RealEstate Assets  . . . .5
           2.10 Real Property. . . . . . . . . . . . . . . . . . . . . .5
           2.11 Transactions with Affiliates.. . . . . . . . . . . . . .6
           2.12 Trademarks and Similar Rights. . . . . . . . . . . . . .6
           2.13 Insurance. . . . . . . . . . . . . . . . . . . . . . . .6
           2.14 Contracts and Agreements . . . . . . . . . . . . . . . .6
           2.15 Purchase Orders. . . . . . . . . . . . . . . . . . . . .7
           2.16 Accounts Receivable. . . . . . . . . . . . . . . . . . .7
           2.17 Licenses and Permits . . . . . . . . . . . . . . . . . .7
           2.18 Bank Accounts. . . . . . . . . . . . . . . . . . . . . .7
           2.19 Litigation . . . . . . . . . . . . . . . . . . . . . . .7
           2.20 Employee Compensation; Employee Matters. . . . . . . . .7
           2.21 Employee Benefit Plans . . . . . . . . . . . . . . . . .8
           2.22 Collective Bargaining, Employment and Non-Competition
                 Agreements. . . . . . . . . . . . . . . . . . . ..  . 10
           2.23 Taxes and Tax Returns. . . . . . . . . . . . . . . . . 10
           2.24 Compliance with Applicable Laws. . . . . . . . . . . . 11
           2.25 SEC Disclosure . . . . . . . . . . . . . . . . . . . . 11
           2.26 Inventory. . . . . . . . . . . . . . . . . . . . . . . 12


III.  REPRESENTATIONS AND WARRANTIES OF
      UNIQUE. .  . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
           3.1  Organization . . . . . . . . . . . . . . . . . . . . . 12
           3.2  Capitalization . . . . . . . . . . . . . . . . . . . . 12
           3.3  Authorization. . . . . . . . . . . . . . . . . . . . . 12
           3.4  No Violation; Consents and Approvals . . . . . . . . . 12
           3.5  SEC Filings and Financial Statements . . . . . . . . . 13
           3.6  Exchange Stock . . . . . . . . . . . . . . . . . . . . 13
           3.7  Litigation . . . . . . . . . . . . . . . . . . . . . . 13
           3.8  SEC Disclosure . . . . . . . . . . . . . . . . . . . . 13

IV.  COVENANTS OF THE SHAREHOLDERS
     AND FRANKLIN. . . . . . . . . . . . . . . . . . . . . . . . . . . 14
           4.1  Announcements and Communications . . . . . . . . . . . 14
           4.2  Notice of Certain Actions. . . . . . . . . . . . . . . 14
           4.3  No-Shop Provision. . . . . . . . . . . . . . . . . . . 14
           4.4  Conduct of Business Pending the Exchange . . . . . . . 14
           4.5  Cause Conditions to be Satisfied . . . . . . . . . . . 16

V.  COVENANTS OF UNIQUE. . . . . . . . . . . . . . . . . . . . . . . . 16
           5.1  Announcements and Communications . . . . . . . . . . . 16
           5.2  Capitalization of Franklin . . . . . . . . . . . . . . 16
           5.3  Right of First Negotiation . . . . . . . . . . . . . . 16
           5.4  Release of Guaranties. . . . . . . . . . . . . . . . . 16
           5.5  Board Position . . . . . . . . . . . . . . . . . . . . 16
           5.4  Sub S Taxes. . . . . . . . . . . . . . . . . . . . . . 16
 
VI.  UNIQUE COMMON STOCK - REGISTRATION RIGHTS . . . . . . . . . . . . 16
           6.1  Unique Common Stock to be Issued . . . . . . . . . . . 16
           6.2  Restrictive Legend . . . . . . . . . . . . . . . . . . 17
           6.3  Information. . . . . . . . . . . . . . . . . . . . . . 17
           6.4  Registration Rights. . . . . . . . . . . . . . . . . . 18
           6.5  Post-Closing Matters . . . . . . . . . . . . . . . . . 19
           6.6  Additional Governmental Approval . . . . . . . . . . . 19
           6.7  Registration Expenses. . . . . . . . . . . . . . . . . 19
 
VII.  UNIQUE DUE DILIGENCE . . . . . . . . . . . . . . . . . . . . . . 20
           7.1  Unique Due Diligence . . . . . . . . . . . . . . . . . 20
           7.2  Supplemental Disclosure. . . . . . . . . . . . . . . . 20

VIII.  CONDITIONS PRECEDENT. . . . . . . . . . . . . . . . . . . . . . 20
           8.1  Conditions Precedent to Unique's Obligations . . . . . 20
           8.2  Conditions Precedent to Franklin's and the 
                Shareholders' Obligations. . . . . . . . . . . . . . . 21

IX.  DOCUMENTS TO BE DELIVERED AT CLOSING. . . . . . . . . . . . . . . 22
           9.1  Documents to be Delivered by Franklin or the
                Shareholders at the Closing. . . . . . . . . . . . . . 22
           9.2  Documents to be Delivered by Unique at the Closing . . 23

X.  INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . 24
           10.1 Survival of Representations and Warranties . . . . . . 24
           10.2 Indemnification. . . . . . . . . . . . . . . . . . . . 24
           10.3 Escrowed Shares; Indemnification Offsets . . . . . . . 25
           10.4 Indemnification Procedure; Arbitration . . . . . . . . 25
           10.5 Escrow Not to Limit Indemnification. . . . . . . . . . 26

XI.  CERTAIN AGREEMENTS
           11.1 Distributions Prior to Closing . . . . . . . . . . . . 26
           11.2 Confidential Information . . . . . . . . . . . . . . . 26
           11.3 Liability for Events Prior to the Closing Date . . . . 27
           11.4 Preparation of Registration Statement. . . . . . . . . 27
           11.5 Destruction of Assets. . . . . . . . . . . . . . . . . 28
           11.6 Termination. . . . . . . . . . . . . . . . . . . . . . 28
           11.7 Assignment of Name . . . . . . . . . . . . . . . . . . 29

XII.  MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . 29
           12.1 Expenses . . . . . . . . . . . . . . . . . . . . . . . 29
           12.2 Notices. . . . . . . . . . . . . . . . . . . . . . . . 29
           12.3 Entire Agreement . . . . . . . . . . . . . . . . . . . 30
           12.4 Headings . . . . . . . . . . . . . . . . . . . . . . . 30
           12.5 Successors in Interest . . . . . . . . . . . . . . . . 30
           12.6 Counterparts . . . . . . . . . . . . . . . . . . . . . 30
           12.7 Governing Law. . . . . . . . . . . . . . . . . . . . . 30
           12.8 Brokerage. . . . . . . . . . . . . . . . . . . . . . . 30
           12.9 Waiver . . . . . . . . . . . . . . . . . . . . . . . . 30
           12.10   Remedies for Breach; Specific Performance . . . . . 30
           12.11   Construction. . . . . . . . . . . . . . . . . . . . 31



                            SHARE EXCHANGE AGREEMENT


     THIS  SHARE   EXCHANGE   AGREEMENT,   dated  as  of  April  30,  1998  (the
"Agreement"),  is made and entered  into by and among Unique  Mobility,  Inc., a
Colorado  corporation  ("Unique"),  Franklin  Manufacturing  Company, a Missouri
corporation  ("Franklin"),  and  Michael  G.  Franklin  and  Deborah  M.  McNatt
(the"Shareholders").
 
     Whereas,  the Shareholders  own 100% of the issued and outstanding  capital
stock of Franklin; and

     WHEREAS,  the  Boards of  Directors  of each of Unique  and  Franklin  have
approved the proposed share  exchange,  on the terms and conditions set forth in
this Agreement,  whereby the Shareholders  will exchange (the "Exchange")  their
shares of common stock of Franklin  (the"Franklin  Common Stock"), for shares of
common stock of Unique (the "Unique Common Stock");

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

                      I.  THE SHARE EXCHANGE

     1.1 The  Share  Exchange.  Subject  to the  terms  and  conditions  of this
Agreement,  the  Shareholders  shall exchange (the  "Exchange")  the outstanding
shares of Franklin Common Stock for cash and shares of Unique Common Stock,  and
Franklin shall continue its corporate  existence  under the laws of the State of
Missouri as a wholly owned subsidiary of Unique.

     1.2 Consideration.  (a) In consideration for the Exchange, the Shareholders
shall receive the "Purchase Price" (as defined below).  The Purchase Price shall
be $9,390,000 minus (i) any amount by which the book value of Franklin's  assets
as of the Closing  Date (as defined  below) is less than the sum of  $3,100,000,
(ii) the book value as of the Closing Date of Franklin's current liabilities and
long-term  debt and the taxes due as described in Section 5.6 and (iii) the book
value as of the  Closing  Date of the Note and the Golf  Clubs  (as  defined  in
Section 11.1)  distributed to Michael G. Franklin  pursuant to Section 11.1. The
Purchase Price shall be further  reduced by $74,000  representing  an adjustment
with respect to JenTech (the "JenTech  Adjustment").  The JenTech Adjustment may
be further  adjusted  after Closing if the parties agree to an  adjustment.  The
Shareholders  shall receive $4,000,000 of the Purchase Price on the Closing Date
in immediately available funds and the balance shall be paid on the Closing Date
in the form of  286,282  shares of Unique  Common  Stock.  75,000  shares of the
Unique Common Stock that is due to the Shareholders on the Closing Date shall be
delivered to Norwest Investment  Management & Trust as escrow agent (the "Escrow
Agent")  with  assignments  executed in blank to be held  pursuant to the Escrow
Agreement in the form attached hereto as Exhibit 1.2 (the "Escrow Shares").  The
balance of the shares due at Closing  (211,282  shares)  shall be  delivered  to
Shareholders at Closing.  Unique may deliver 250,000 shares to the Shareholders'
counsel in escrow at Closing,  in which case the Shareholders  shall execute and
deliver to Unique  stock  assignments  for 38,718  shares and the  Shareholders'
counsel promptly after Closing shall deliver the certificates and assignments to
Unique's  transfer agent for reissuance of certificates in the amount of 211,282
shares in the name of the  Shareholders  and the balance of the shares  shall be
cancelled.

     (b)  Franklin  has  estimated  the  Purchase  Price to be  $6,247,316  (the
"Estimated Purchase Price").  The computation of the actual Purchase Price shall
initially be made by the  Shareholders  and  delivered to Unique  within 90 days
after the  Closing  Date along with all  accountants'  work  papers and  similar
documentation  used in  making  such  determination.  If Unique  objects  to the
computation  of  the  Purchase  Price  as  of  the  Closing  Date  made  by  the
Shareholders, then Unique shall notify the Shareholders of such objection within
ten days of receipt of such  computation.  If the parties  cannot  resolve  such
objections  within 30 days of such  notification by Unique,  then Unique and the
Shareholders  shall jointly  select an accountant or accounting  firm to resolve
such matters which may, if Unique in its reasonable determination believes to be
necessary,  undertake an audit of Franklin.  The decision of such  accountant or
accounting firm shall be binding upon Franklin, Unique and the Shareholders.  If
the accountant or accounting  firm selected  determines that the actual Purchase
Price on the  Closing  Date has  decreased  by five  percent  or more  from that
initially  determined by the Shareholders,  then the Shareholders  shall pay the
fees and  disbursements of such accounting firm. In all other instances the fees
and  expenses  of such firm shall be paid by  Unique.  If an  adjustment  to the
Purchase Price is necessary,  either Unique shall deliver  additional  shares of
Unique Common Stock to the  Shareholders,  or the Shareholders  shall deliver to
Unique shares of Unique Common Stock received by them at the Closing. The number
of Escrow Shares shall not be adjusted.

     (c) The number of shares of Unique Common Stock issued to the  Shareholders
upon the  Exchange  shall be adjusted  accordingly  in the event a stock  split,
stock  dividend  or similar  event  becomes  effective  between the date of this
Agreement and the Closing Date.

     1.3 Delivery of Certificates.  On the Closing Date, the Shareholders  shall
surrender all  certificates  representing  the Franklin  Common Stock to Unique,
duly endorsed for transfer or with separate stock assignments.

     1.4 Closing.  Subject to the provisions of this Agreement, the closing (the
"Closing") of the  transactions  contemplated by this Agreement shall take place
at the offices of Galganski,  P.C., 8175 Big Bend Boulevard,  Suite 100, Webster
Groves,  MO 63119, on April 30, 1998 at 10:00 a.m., or at such other time, place
or date as Unique,  the Shareholders and Franklin may mutually agree;  provided,
however,  that if a condition to the Closing set forth in Article VIII shall not
have been  fulfilled or waived at such time,  any party  hereto  entitled to the
benefits  of such  condition  may  postpone  the  Closing by notice to the other
parties until such condition or conditions shall have been met or waived, except
that in no event  shall the  Closing  occur  after  April 30,  1998,  unless the
parties otherwise agree in writing. The date and time of such Closing are herein
referred to as the "Closing Date."


              II.  REPRESENTATIONS AND WARRANTIES OF
                  FRANKLIN AND THE SHAREHOLDERS

     Franklin and the Shareholders,  jointly and severally,  covenant, represent
and warrant with and to Unique, its successors and assigns, as follows:
 
     2.1  Organization.  Franklin (i) is a corporation  duly organized,  validly
existing and in good standing under the laws of the State of Missouri,  (ii) has
full  corporate  power  and  authority  to own,  lease  and  operate  all of its
properties and assets and to carry on its business as it is now being conducted,
(iii)  is  duly  qualified  to do  business  as a  foreign  corporation  in each
jurisdiction where the character of its properties or the nature of its business
makes such  qualification  necessary,  and all such  jurisdictions are listed in
Section  2.1  of  the  disclosure   schedule   delivered  by  Franklin  and  the
Shareholders to Unique (the "Disclosure Schedule"), and (iv) is in good standing
in each  jurisdiction in which it is qualified to do business.  The minute books
of Franklin made  available to Unique for review  contain  complete and accurate
records of all meetings and other corporate  actions held or taken of Franklin's
Board of Directors,  the committees thereof,  and the Shareholders.  All actions
reflected in said books were duly and validly taken in compliance  with the laws
of the applicable jurisdiction.

     2.2 Capitalization. The authorized capital stock of Franklin and the number
of such  shares  which are  issued  and  outstanding  and which are owned by the
Shareholders  are as set forth on Section 2.2 of the  Disclosure  Schedule.  All
issued and  outstanding  shares of  Franklin's  capital stock have been duly and
validly  issued  and are  fully  paid and  nonassessable,  free of any  claim of
preemptive  rights,  and no shares are held in treasury,  except as set forth in
Section  2.2 of the  Disclosure  Schedule.  There are no  outstanding  rights to
purchase or receive, or options,  warrants, puts, calls, contracts,  commitments
or demands of any character relating to Franklin's  authorized or issued capital
stock or which could  require the issuance of capital  stock by Franklin.  There
are no voting trusts or other agreements or  understandings to which Franklin is
a party with respect to the voting of the capital stock of Franklin.

     2.3  Authorization.  This  Agreement,  the execution and delivery hereof by
Franklin,  the Exchange and the  performance by Franklin of its  obligations and
undertakings  referenced  herein,  have been duly authorized and approved by the
Shareholders and the Board of Directors of Franklin. The officers executing this
Agreement on behalf of Franklin  have  authority to do so and upon  execution of
this Agreement by such officers and the  Shareholders,  this Agreement  shall be
the valid and binding obligation of Franklin and the Shareholders.

     2.4 No Violation;  Consents and  Approvals.  Except as set forth in Section
2.4 of the  Disclosure  Schedule,  neither the  execution  and  delivery of this
Agreement by Franklin,  nor the  consummation of the  transactions  contemplated
hereby and thereby,  will conflict with, result in a breach of, permit any party
to terminate or accelerate the provisions of, or result in the imposition of any
lien,  encumbrance or restriction  upon the property or assets of Franklin under
(i) the provisions of the Articles of  Incorporation  or the Bylaws of Franklin,
(ii) the provisions of any  obligation,  indenture,  agreement,  permit or other
instrument to which  Franklin is a party or which Franklin  holds,  or (iii) any
statute or law or any order, decree,  judgment,  rule or regulation of any court
or governmental  agency or authority having  jurisdiction over Franklin.  Except
for any filings required in connection with the issuance of the shares of Unique
Common Stock and consents required as described in Section 2.4 of the Disclosure
Schedule,  no permit,  consent,  approval or  authorization  of, or declaration,
filing or registration  with, any governmental or regulatory  authority or other
person  (either  governmental  or private) is necessary in  connection  with the
execution and delivery by Franklin or the  Shareholders of this Agreement or the
consummation by them of the transactions contemplated hereby and thereby.

     2.5  Subsidiaries  and  Other  Capital  Stock.  Franklin  does not have any
subsidiaries.  As used herein, the term "subsidiaries"  means any corporation or
other  entity in which  Franklin  is  entitled  by virtue  of its  ownership  of
securities  (or  equivalent  interests) to elect a majority of the directors (or
persons performing equivalent functions).  Except as disclosed in Section 2.5 of
the Disclosure  Schedule,  Franklin does not own,  directly or  indirectly,  any
capital stock or other equity  securities of any  corporation or have any direct
or  indirect  equity or  ownership  interest  in any other  business.  Except as
disclosed in Section 2.5 of the Disclosure Schedule,  all capital stock or other
equity securities of any corporation owned, directly or indirectly, by Franklin,
is owned free and clear of all liens, options,  encumbrances,  pledges, security
interests, claims or charges of any kind, and are validly issued, fully paid and
nonassessable,  with no personal  liability  attaching to the ownership thereof,
and there are no outstanding options,  rights or agreements of any kind relating
to the sale or transfer of any such capital stock or other equity securities.

    2.6    Financial Statements.

     (a)  Section  2.6 of the  Disclosure  Schedule  sets forth true and correct
copies of the reviewed  balance sheet and income statement of Franklin as of and
for the years ended September 30, 1996 and 1997 and the unaudited  balance sheet
as of April 30, 1998 and the unaudited  income statement of Franklin for the six
months ended March 31,  1998.  The  foregoing  Financial  Statements  and income
statements are collectively referred to herein as the "Financial Statements."

     (b) The Financial  Statements have been prepared from the books and records
of  Franklin  as, at and for the  periods  indicated  and have been  prepared in
accordance with generally accepted accounting  principles  consistently followed
throughout the periods  indicated,  and present fairly the financial position of
Franklin,  and the  results  of its  operations,  as,  at and  for  the  periods
indicated.  Franklin  has in its  possession,  and will  deliver to Unique  upon
request, all supporting  documentation and work papers relating to the Financial
Statements to permit Unique to restate its financial statements if required.

     2.7 Absence of Undisclosed  Liabilities.  Except to the extent shown on the
Financial Statements or in Section 2.7 of the Disclosure  Schedule,  as of April
30, 1998 Franklin did not have any  liabilities  or  obligations  of any nature,
whether accrued, absolute, contingent or otherwise.

     2.8  Absence of Certain  Changes or Events.  Except as set forth on Section
2.8 of the Disclosure Schedule,  since April 1, 1998, there has not been (a) any
adverse  change in the  business,  properties,  assets,  financial  condition or
results of  operation  which  would be  material  to  Franklin;  (b) any damage,
destruction  or loss,  whether  covered  by  insurance  or not,  materially  and
adversely affecting the properties or business of Franklin; (c) any declaration,
setting aside or payment of any dividend (whether in cash, stock or property) in
respect of Franklin Common Stock, or any redemption or other acquisition of such
stock by  Franklin;  (d) any increase in the  compensation  payable or to become
payable by Franklin to its officers or key employees,  or any material  increase
in any bonus,  insurance,  pension or other  employee  benefit plan,  payment or
arrangement  made to, for or with any such  officers or key  employees;  (e) any
labor or employee dispute involving Franklin,  other than routine matters,  none
of which is material;  (f) any borrowing or lending of money or guarantee of any
obligation  by  Franklin;  (g) any  adoption,  amendment or  termination  of any
employee  benefit plan or  arrangement of Franklin;  (h) any  disposition of any
material  properties or assets used in the business of Franklin other than sales
of inventory in the  ordinary  course of its  business;  (i) any  engagement  by
Franklin in  activities  outside the ordinary  course of its  business;  (j) the
incurring of any liability of Franklin (whether  absolute or contingent)  except
liabilities  which were  incurred in the ordinary  course of  business;  (k) any
changes in Franklin's  distribution  system or changes in inventory policy;  (l)
any change in the general  pricing  policy of Franklin  for its  services or any
general price  increase  charged for Franklin's  goods and services;  or (m) any
agreement (whether oral or written) to do any of the foregoing.

     2.9 Title to and  Condition  of  Non-Real  Estate  Assets.  Except for such
assets as have been disposed of in the ordinary conduct of Franklin's  business,
Franklin has good and marketable title to, or valid leasehold  interests in, all
non-real estate assets  reflected on the Financial  Statements or acquired by it
after April 30, 1998, free and clear of all liens, claims,  mortgages,  charges,
easements or other encumbrances of any kind whatsoever except: (i) to the extent
reflected or reserved against on the Financial Statements, or (ii) for liens for
property  taxes not yet due.  All the fixed assets  reflected  on the  Financial
Statements,  and those assets acquired since the date thereof,  and not disposed
of as  permitted  hereunder,  and the assets of JenTech  referred  to in Section
8.1(i),  constitute  all the fixed assets now used by Franklin and  necessary to
conduct its business as it is being  conducted on the date hereof and all leases
of such fixed assets will, at the Closing,  be in full force and effect.  To the
best of the  Shareholders'  knowledge,  all such  fixed  assets,  including  all
mechanical and component parts thereof, are in good working condition, have been
and will be properly  maintained,  and are not in need of repair or replacement.
Except as reflected in the April 30, 1998 balance sheet,  all items of inventory
are in good  condition and consist of items of a quality and quantity  usable in
the  ordinary  course  of  Franklin's  business.  The  amount  of  inventory  is
sufficient  in quality and  quantity to operate the  business of Franklin in the
ordinary   course.   Franklin  shall  deliver  to  Unique  prior  to  Closing  a
computer-generated  fixed asset register which will list all items of machinery,
equipment and similar  property  (including  vehicles)  owned by Franklin on the
Closing Date.

     2.10 Real  Property.  Except as set forth in Section 2.10 of the Disclosure
Schedule,  each parcel of real property  owned by Franklin,  including the legal
description  and address  thereof,  is listed on Section 2.10 of the  Disclosure
Schedule,  and  copies  of  all  deeds,  purchase  documents,  mortgages,  other
encumbrances and title insurance policies or lawyer's title opinions relating to
such parcels  have been  provided to Unique.  Franklin  has good and  marketable
title to such real  property,  and such real  property is subject only to normal
easements  and  restrictions  that  do not  interfere  with  Franklin's  use and
currently intended future use of the real estate. Section 2.10 of the Disclosure
Schedule  also lists all leases for real  estate to which  Franklin  is a party.
Copies of all such  leases  have been  delivered  to Unique.  Franklin is not in
default and no event of default has occurred under any such lease. Except as set
forth in Section 2.10 of the Disclosure Schedule, no consent to the consummation
of the  transactions  contemplated  hereby is  required by the terms of any such
lease.

     2.11 Transactions  with Affiliates.  Except as set forth in Section 2.11 of
the Disclosure  Schedule and except for compensation or other customary employee
benefits  provided in the  ordinary  course of  business,  since April 30, 1998,
Franklin has not entered into or been a party to any transaction  which provided
for payment to or from, or the transfer of, any Franklin property to or from any
Shareholder,  any director, officer or other employee of Franklin, any member of
the family of any such person or any  corporation,  partnership,  trust or other
entity in which any such  person has an  ownership  interest  or is an  officer,
director, partner or trustee.

     2.12 Trademarks and Similar Rights. Section 2.12 of the Disclosure Schedule
sets forth (a) all patents and patent  applications,  registered  copyrights and
copyright  registration   applications,   registered  trademarks  and  trademark
registration   applications,   and   registered   trade  names  and  trade  name
registration applications, owned in whole or in part by Franklin and used in the
conduct of its  business,  and (b) all licenses  from third  parties under which
Franklin has been given the right to use any of the  foregoing in the conduct of
its business.  Except as indicated in Section 2.12 of the  Disclosure  Schedule,
neither the validity of, nor  Franklin's  rights under,  any of the items listed
therein, is being questioned or contested by others.

     2.13  Insurance.  Section 2.13 of the  Disclosure  Schedule  sets forth all
insurance  contracts in force with respect to Franklin and its property,  copies
of which have  previously  been made  available  to Unique;  all such  insurance
contracts  are in full force and effect and will  continue to be renewed  and/or
maintained  so as to be in full force and effect at the Closing.  Franklin  will
notify  Unique  if  any  policies  contain  cancellation  penalties  or  similar
penalties upon cancellation.

     2.14 Contracts and Agreements. Section 2.14 of the Disclosure Schedule sets
forth a  description  of (a) all contracts and  agreements  (whether  written or
oral) and all amendments thereto or modifications thereof to which Franklin is a
party or by which it is bound which involve future payments by or to Franklin of
$50,000 or more other than  contracts  which are  terminable by Franklin upon 30
days or less  notice  without  cost or  expense to  Franklin  and (b) all notes,
mortgages,  pledges,  deeds of trust,  security,  loan or credit  agreements and
similar  instruments or arrangements to which Franklin is a party or by which it
is bound and all amendments or modifications  thereof (collectively (a) and (b),
referred to as the  "Contracts"),  together in each case with copies of all such
agreements,  contracts and other  instruments as Unique may reasonably  request.
Except as set forth in Section 2.14 of the Disclosure Schedule:

     (i) each Contract is a valid and binding  agreement of Franklin and, to the
best of the  Shareholders'  and  Franklin's  knowledge,  is a valid and  binding
agreement of the other parties thereto; and

     (ii)  Franklin has  fulfilled  all  obligations  required  pursuant to each
Contract  to have  been  performed  by  Franklin  on its part  prior to the date
hereof,  and  Franklin  has no  reason  to  believe  that it will not be able to
fulfill, when due, all of its obligations under the Contracts which remain to be
performed after the date hereof; and

     (iii) there has not occurred any default  under any Contract on the part of
Franklin;  Franklin has no knowledge  that any default under any Contract on the
part of the other parties  thereto has  occurred;  and Franklin has no knowledge
that any  event has  occurred  which  with the  giving of notice or the lapse of
time, or both, would constitute any default under any of the Contracts.

     2.15 Purchase Orders. Franklin does not have, and will not have at Closing,
any  written or oral  purchase  order or  purchase  commitment  in excess of the
normal,  ordinary and usual  requirements  of its  business or at any  excessive
price.

     2.16 Accounts Receivable.  A complete list of all accounts, notes and other
receivables  of  Franklin  as of April 30,  1998 and the aging  thereof has been
separately  delivered  to  Unique.  All such  accounts  receivable  arose in the
ordinary  course  of  business  and no  entitlement  to or  claims  of offset or
reduction  have been made or exist and,  subject to any  allowance  for doubtful
accounts  reflected in the April 30, 1998 balance  sheet,  all such accounts are
fully collectible  without offset or compromise within 90 days of Closing except
as otherwise disclosed in Section 2.16 of the Disclosure Schedule.

     2.17  Licenses and Permits.  Section 2.17 of the  Disclosure  Schedule sets
forth a list of, by facility  location,  and Franklin is in  possession  of, all
licenses,  permits and  authorizations  required  for the conduct of  Franklin's
business  (the  "Permits"),  and the  Permits  are valid  and in full  force and
effect. Except as set forth in Section 2.17 of the Disclosure Schedule, Franklin
is in compliance with all conditions or requirements imposed by or in connection
with the Permits and with  respect to the conduct of its  business  and Franklin
has not received  notice and Franklin  does not have any  knowledge or reason to
believe  that any  authority  intends to cancel,  terminate or modify any of the
Permits or adopt or modify rules and regulations  which would  adversely  affect
the Permits.

     2.18 Bank Accounts.  Section 2.18 of the Disclosure Schedule sets forth the
name and address of each bank in which Franklin has an account or safety deposit
box, the designation of such account and the names of all persons  authorized to
draw thereon or enter therein, as may be the case.

     2.19 Litigation. Section 2.19 of the Disclosure Schedule sets forth any and
all actions, suits, claims,  proceedings,  investigations or inspections pending
or threatened  against or affecting  Franklin or any of its properties or rights
in any court or before any governmental authority.

     2.20  Employee  Compensation;   Employee  Matters.   Section  2.20  of  the
Disclosure  Schedule sets forth,  by facility  location,  the names,  positions,
dates  of  hire  and  current  compensation,  including  bonuses  and  customary
commissions,  of all present  officers and  employees  of Franklin  whose annual
compensation  was  $30,000  or more in  calendar  year  1997 or if not  employed
throughout 1997, is expected to exceed $30,000 in calendar year 1998.  Except as
set forth in Section 2.20 of the Disclosure Schedule:

     (a) Franklin is in  compliance  with all federal and state laws  respecting
employment and employment practices,  terms and conditions of employment,  wages
and hours, and is not engaged in any unfair labor practices.

     (b) All  obligations of Franklin,  whether  arising by operation of law, by
contract or by past custom,  for payments by Franklin  directly to its employees
or to  trusts  or other  funds or to any  governmental  agency,  for  employment
compensation  benefits,  workers compensation benefits,  accident,  sickness and
disability benefits,  pension, profit sharing and any other retirement benefits,
social security  benefits,  vacation and holiday pay, bonuses and other forms of
compensation,  or any  other  benefits,  have  been  paid or  adequate  accruals
therefor have been made on the Financial Statements or, with respect to accruals
required  from April 30, 1998 through the Closing,  have been made in accordance
with Franklin's  normal  accounting  procedures and in compliance with generally
accepted accounting principles, consistently applied.

    2.21   Employee Benefit Plans

     (a) Except for the plans and  arrangements set forth in Section 2.21 of the
Disclosure Schedule (the "Scheduled Plans"),  neither Franklin nor any member of
the Controlled  Group now maintains,  has ever  maintained or contributed to, or
has any plans or  commitments  for, any employee  benefit plans (as such term is
defined in section 3(3) of the Employee  Retirement Income Security Act of 1974,
as amended  ("ERISA")) or any other  retirement,  pension,  stock option,  stock
appreciation   right,   profit   sharing,   incentive   compensation,   deferred
compensation,  savings,  thrift,  vacation pay, severance pay, or other employee
compensation  or benefit plan,  agreement,  practice,  or  arrangement,  whether
written  or  unwritten,  whether  or  not  legally  binding  (collectively,  the
"Plans"). For purposes of this Agreement,  "Controlled Group" means a controlled
or affiliated group within the meaning of Code 414(b), (c), (m), or (o) of which
Franklin is a member.  Franklin  has  delivered  to Unique  correct and complete
copies of all Scheduled Plans (including a detailed  written  description of any
Scheduled  Plan  that is  unwritten,  including  a  description  of  eligibility
criteria, participation,  vesting, benefits, funding arrangements and assets and
any other  provisions  relating to Franklin) and, with respect to each Scheduled
Plan,  a  copy  of  each  of  the  following:  (i)  the  most  recent  favorable
determination  letter,  (ii) materials submitted to the Internal Revenue Service
in support of a pending  determination  letter  request,  (iii) the most  recent
letter issued by the Internal  Revenue Service  recognizing tax exemption,  (iv)
each insurance  contract,  trust agreement,  or other funding  vehicle,  (v) the
three most recently  filed Forms 5500 plus all schedules  and  attachments,  and
(vi) each summary plan description or other general explanation or communication
distributed  or otherwise  provided to employees  with respect to each Scheduled
Plan that describes the terms of the Scheduled Plan.

     (b) Each Scheduled Plan has at all times been in compliance, in form and in
operation,  in all material respects with all applicable requirements of law and
regulations,  including  without  limitation  ERISA. Each Scheduled Plan that is
intended to be a qualified  plan has received a favorable  determination  letter
from the Internal  Revenue  Service;  nothing has occurred since the date of the
most  recent  favorable  determination  letter  that would cause the loss of the
Scheduled  Plan's  qualification;  and each such Scheduled Plan has at all times
been in compliance,  in form and in operation, in all material respects with the
applicable requirements of the Internal Revenue Code and the applicable Treasury
Regulations.

     (c) Neither  Franklin nor any party in interest (as such term is defined in
ERISA 3(14)) nor any disqualified  person (as such term is defined in Code 4975)
has  engaged in any  prohibited  transaction  within the meaning of ERISA 406 or
Code 4975 that would subject Franklin to any liability.

     (d) All  contributions  to Scheduled  Plans for all periods ending prior to
the Closing Date (including  periods from the first day of the current plan year
to the  Closing  Date) will be made prior to the  Closing  Date by  Franklin  in
accordance with past practice and the recommended contribution in the applicable
actuarial report.

     (e) All insurance  premiums with respect to each  Scheduled  Plan have been
paid in full, subject only to normal  retrospective  adjustments in the ordinary
course for policy years or other  applicable  policy periods ending on or before
the Closing Date.

     (f) Neither  Franklin nor any member of the  Controlled  Group,  nor any of
their respective  directors,  officers,  employees,  or other fiduciary (as such
term is defined in ERISA  3(21)) has any  liability  for  failure to comply with
ERISA  or the Code for any  action  or  failure  to act in  connection  with the
administration or investment of any Scheduled Plan.

     (g)  Neither  Franklin  nor any  member  of the  Controlled  Group has ever
maintained,  contributed to, or been obligated to contribute to any plan that is
subject to Title IV of ERISA or the minimum  funding  requirements  of Code 412.
Neither Franklin nor any member of the Controlled Group has ever contributed to,
been  obligated to contribute  to, or incurred any liability to a  multiemployer
plan (as such term is defined in ERISA 3(37)).

     (h) With  respect to each  Scheduled  Plan,  there are no  actions,  suits,
grievances, arbitrations or other manner of litigation, or claim with respect to
any Scheduled  Plan (except for routine claims for benefits made in the ordinary
course of plan administration for which plan administrative  procedures have not
been exhausted)  pending,  threatened or imminent against or with respect to any
Scheduled  Plan or Plan,  any plan  sponsor,  or any  fiduciary (as such term is
defined in ERISA  3(21)) of such  Scheduled  Plan or Plan,  and  Franklin has no
knowledge  of any facts  that could give rise to any  action,  suit,  grievance,
arbitration or other manner of litigation, or action.

     (i)  Neither  Franklin  nor any  member  of the  Controlled  Group  has any
liability  for  post-retirement  welfare  benefits  except for the  continuation
coverage required by Code 4980B.

     (j) The  consummation  of the  transactions  contemplated by this Agreement
will not result in any "excess  parachute  payments"  within the meaning of Code
280G.

     (k) No Plan provides retiree medical or retiree life insurance  benefits to
any person and Franklin is not contractually or otherwise  obligated (whether or
not in writing) to provide any person with life  insurance  or medical  benefits
upon  retirement or  termination  of  employment,  other than as required by the
provisions of Sections 601 through 608 of ERISA and Section 4980B of the Code.

     (l) Franklin and the members of the Controlled Group have complied with the
continuation  coverage  requirements  of  Sections  601 through 608 of ERISA and
Section 4980B of the Code.

     2.22  Collective  Bargaining,  Employment and  Non-Competition  Agreements.
Franklin is not a party to any collective bargaining or similar labor agreement.
Section 2.22 of the Disclosure Schedule sets forth (i) all consulting agreements
to  which  Franklin  is a party  and (ii) all  employment,  non-competition  and
compensation  agreements  (whether  written  or  oral)  with  officers  or other
employees  of  Franklin,  together  with a  copy,  or in the  case  of any  oral
agreement,  a  summary,  of  each  such  agreement.  If  a  form  employment  or
non-competition  agreement  is used,  a copy of such form need only be  included
with a list of all such  employees  which have signed  such form.  Except as set
forth in Section 2.22 of the Disclosure Schedule,  all employees of Franklin who
customarily have direct contact with Franklin customers (including all officers,
general managers,  sales persons and  distributors),  have executed written non-
competition  agreements  or  employment  agreements  containing  non-competition
covenants in one of the forms  attached  hereto to Section  2.22.  Except as set
forth in such  Section  2.22 of the  Disclosure  Schedule,  there exist no labor
grievances or other  material  problems  involving  labor  relations of Franklin
which have not been fully  satisfied  or  discharged.  Neither  Franklin nor any
Shareholder knows of any  organizational  effort to have any labor  organization
certified by Franklin.

     2.23 Taxes and Tax Returns. Franklin through the date of this Agreement has
duly and  timely  filed all  federal,  state and local  (United  States  and all
foreign  jurisdictions)  tax returns  required to be filed by it (unless a valid
extension therefore has been granted), and all such returns are, or will be when
filed, true,  complete and correct in all material  respects.  Franklin has duly
and  timely  paid or made  adequate  provision  for the  payment  of all  taxes,
assessments and other governmental charges which have been incurred as set forth
in the  aforementioned  tax returns or are otherwise due and payable.  All sales
taxes  required to be  collected  and  remitted by Franklin  have been  properly
collected and remitted. All necessary sales tax exemption certificates have been
obtained by Franklin and all such certificates have been properly  completed and
maintained. No tax return filed by Franklin is under audit or examination by any
taxing  authority and there are no  applications or agreements for the extension
of the  time for the  filing  of any tax  return  or for the  assessment  of any
amounts of tax nor any  consent  to an  extension  of the period of  limitations
applicable  to such  assessment  or to the  collection  of any tax.  No issue or
issues have been raised in connection with any prior or pending inquiry into, or
audit of, any tax filings of Franklin  which may be expected to be raised in the
future by such taxing authorities and no facts exist or have existed which would
constitute  grounds for the  assessment  of any further tax  liabilities,  which
individually  or in the aggregate are material with respect to the periods which
have not been  examined by the IRS.  Franklin has made  available to Unique true
and complete copies of all federal,  state and local (United States and foreign)
income tax returns for each of the past three years as set forth in Section 2.23
of the  Disclosure  Schedule  which it has  filed  together  with  copies of all
schedules,   work  papers,  elections,  tax  depreciation  schedules  and  other
documents which were used in the preparation of each such tax return.  There are
no liens for taxes  upon the assets of  Franklin  except for liens for taxes not
yet due. As used herein,  "taxes" mean (a) all net income,  gross income,  gross
receipts,  sales,  use,  transfer,  franchise,  profits,  withholding,  payroll,
employment,  excise,  severance,  property or windfall  profits taxes,  or other
taxes of any kind  whatsoever,  together  with any interest  and any  penalties,
additions to tax or additional amounts imposed by any taxing authority (domestic
or foreign) upon Franklin with respect to all periods or portions thereof ending
on or before the Closing  Date  and/or (b) any  liability  of  Franklin  for the
payment of any amounts of the type described in the immediately preceding clause
(a) as a result of being a member of an affiliated or combined group.

     2.24 Compliance with Applicable  Laws.  Except as set forth in Section 2.24
of the  Disclosure  Schedule,  Franklin  is  conducting  and has  conducted  its
business  so as to comply with all  applicable  laws,  ordinances,  regulations,
decrees and orders, of any governmental entity, including without limitation all
city,  county,  state and Federal  statutes,  laws,  regulations  and ordinances
applicable  to  air  or  water   pollution,   environmental   protection,   soil
contamination, hazardous substances (as defined in any of the following statutes
which  shall be deemed to  include,  without  limitation,  asbestos  and  PCBs),
hazardous  waste  generation,  transportation,  storage  and  disposal  or other
environmental  matters including the Resource,  Conservation and Recovery Act of
1976, the Comprehensive  Environmental Response,  Compensation and Liability Act
of 1980  (CERCLA),  the Clean Air Act,  the Toxic  Substances  Control  Act, the
Federal Water Pollution Control Act, the Federal  Hazardous  Substances Act, the
Solid Waste  Disposal Act and other  similar and related  Federal and state laws
and regulations  regulating the protection of the  environment,  all as amended,
compliance  with the National  Labor  Relations Act as amended,  the Welfare and
Pension Plans  Disclosure  Act, the Fair Labor  Standards Act and Equal Pay Act,
Title 7 of the Civil Rights Act of 1964,  the Age  Discrimination  in Employment
Act of 1967, the Occupational  Safety and Health Act of 1970, the Americans With
Disabilities  Act of 1990, and the Employees  Retirement  Income Security Act of
1974, and any other law, ordinance,  regulation, decree or order, the failure to
comply  with  which  might  have a  material  adverse  effect  on the  financial
condition, business, properties,  reputation, results of operations or prospects
of Franklin  and Unique.  None of the real  property or assets of Franklin  have
been used for hazardous  waste storage or disposal or have been  contaminated by
hazardous  waste (as defined in the Resource  Conservation  and Recovery Act, or
applicable state law) or hazardous  substances (as defined in 101(14), 42 U.S.C.
9601(14),   of  CERCLA)  and  neither  Franklin's  operations  nor  assets  have
contaminated  the lands or waters of others with  hazardous  waste or  hazardous
substances.  All underground or above-ground storage tanks contained on or under
real  estate used by Franklin is  described  in Section  2.24 of the  Disclosure
Schedule.  All such tanks are  registered,  were installed  pursuant to existing
laws and regulations at the time of such  installation,  and are at this date in
full compliance with all applicable rules and regulations.

     2.25 SEC Disclosure.  None of the information supplied or to be supplied by
Franklin  for  use in the  Registration  Statement  (later  defined),  including
Franklin's SEC (later defined)  materials,  contains any untrue  statements of a
material fact or omits to state all material  facts which are necessary in order
to make the statements  contained therein,  in light of the circumstances  under
which  they were  made,  not  misleading.  As used in this  Agreement,  the term
"Registration  Statement" shall mean the registration  statement  referred to in
Section 6.4 hereof or as it finally is effective. "SEC" refers to the Securities
Exchange  Commission.  Franklin's  "SEC  materials"  consists of the information
furnished by Franklin for inclusion in the Registration Statement.

     2.26  Inventory.  Except as set  forth in  Section  2.26 of the  Disclosure
Schedule,  none  of the  inventory  reflected  in the  Financial  Statements  is
obsolete or not saleable.

             III.  REPRESENTATIONS AND WARRANTIES OF UNIQUE

     Unique   represents   and  warrants   with  and  to  Franklin  and  to  the
Shareholders, their heirs, successors or assigns, as follows:

     3.1 Organization.  Unique is a corporation duly organized, validly existing
and in good standing under the laws of the State of Colorado and duly authorized
under its Articles of  Incorporation  and under applicable laws to engage in the
business conducted by it.

     3.2  Capitalization.  The  authorized  capital stock of Unique  consists of
50,000,000  shares of Unique Common  Stock,  15,531,420 of which were issued and
outstanding  on April 20,  1998.  All  issued and  outstanding  shares of Unique
Common  Stock  have  been  duly  and  validly  issued  and are  fully  paid  and
non-assessable and free of any claim of pre-emptive rights.  Except as disclosed
in filings with the SEC or as otherwise disclosed to the Shareholders, there are
no outstanding rights to purchase or receive, or options, warrants, puts, calls,
contracts, commitments or demands of any character relating to the authorized or
issued  capital  stock of Unique or which could  require the issuance of capital
stock by Unique.

     3.3 Authorization.  The Board of Directors of Unique has approved,  or will
approve prior to Closing,  the execution and delivery of this  Agreement and the
performance  by  Unique  of its  obligations  and  undertakings  hereunder.  The
officers  executing  this Agreement on behalf of Unique have authority to do so,
and, upon  execution by such  officers,  this  Agreement  shall be the valid and
binding  obligation of Unique.  The foregoing  actions are sufficient to approve
this Agreement and all other transactions contemplated hereby in accordance with
applicable corporate statutes.

     3.4 No  Violation;  Consents  and  Approvals.  Neither  the  execution  nor
delivery of this Agreement by Unique nor the  consummation  of the  transactions
contemplated  hereby will conflict with, result in a breach of, permit any party
to terminate or accelerate the provisions of, or result in the imposition of any
lien, encumbrance or restriction upon the property or assets of Unique or any of
its  subsidiaries  under (a) the  provisions  of their  respective  charters  or
Bylaws, (b) the provisions of any obligation,  indenture,  agreement,  permit or
other  instrument to which Unique or any of its subsidiaries is a party or which
Unique or any of its subsidiaries holds, or (c) any statute or law or any order,
decree,  judgment,  rule or  regulation of any court or  governmental  agency or
authority having jurisdiction over Unique or any of its subsidiaries,  except in
the case of clause  (b)  above  where  such  violations  individually  or in the
aggregate  with all such  other  violations  would not have a  material  adverse
effect on the financial condition,  business,  properties, results of operations
or prospects of Unique and its  subsidiaries  considered as a whole.  Except for
any filings  required in  connection  with the  issuance of the shares of Unique
Common Stock, no permit, consent,  approval or authorization of, or declaration,
filing or registration  with, any governmental or regulatory  authority or other
person  (either  governmental  or private) is necessary in  connection  with the
execution and delivery by Unique of this Agreement or the  consummation by it of
the transactions contemplated hereby.

    3.5    SEC Filings and Financial Statements.

     (a) Unique has  furnished or, upon filing with the SEC, will furnish to the
Shareholders, true and complete copies of (i) its Annual Report on Form 10-K for
the fiscal year ended October 31, 1996, its  Transition  Report on Form 10-K for
the five months ended March 31, 1997, its quarterly reports on Form 10-Q for the
quarters  ended June 30, 1997,  September 30, 1997 and December 31, 1997 and its
Current  Reports on Form 8-K dated June 18,  1997,  June 30,  1997,  December 9,
1997,  January  20,  1998 March 17, 1998 and April 2, 1998 as filed with the SEC
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "Act");  and
(ii) its Proxy  Statement  relating  to the Annual  Meeting of  stockholders  of
Unique held on August 19, 1997  (collectively,  the "Unique SEC  Filings").  The
Unique SEC Filings did not, or will not, as of their respective dates of filing,
contain any untrue statement of a material fact or omit to state a material fact
required to be stated  therein or  necessary  to make the  statements  contained
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.

     (b) The Unique SEC Filings  contain  true and  complete  copies of Unique's
consolidated  balance sheets as of December 31, 1997,  September 30, 1997,  June
30,  1997,  March 31,  1997,  and  October  31,  1996 and 1995 and  consolidated
statements of income,  statements of common  shareholders' equity and statements
of cash flows for the periods then ended  (collectively,  the "Unique  Financial
Statements").  The Unique Financial Statements have been prepared from the books
and records of Unique and present fairly the consolidated  financial position of
Unique and its  subsidiaries  as of the dates  thereof,  all in conformity  with
United States generally accepted  accounting  principles applied on a consistent
basis for such periods.

     3.6  Unique  Common  Stock.  The  Unique  Common  Stock to be issued in the
Exchange will, when issued and delivered,  be duly  authorized,  validly issued,
fully paid,  nonassessable  shares of Unique Common Stock, free of all claims of
preemptive rights.

     3.7  Litigation.   There  are  no  actions,  suits,  claims,   proceedings,
investigations  or  inspections,  pending or  threatened,  against or  affecting
Unique or its subsidiaries  which could have a material adverse effect on Unique
and its  subsidiaries  considered as a whole. To Unique's best knowledge  formed
after  reasonable  inquiry,  there are no matters of litigation or  governmental
proceedings  expected to be brought against it or its  subsidiaries  which could
have a material  adverse  effect on the  financial  condition  of Unique and its
subsidiaries considered as a whole.

     3.8 SEC Disclosure.  The Registration Statement will not contain any untrue
statement of a material fact nor will it omit to state a material fact necessary
to  make  the  statements  contained  therein  not  misleading,  except  that no
representation  is made with  respect to  information  to be  contained  therein
regarding Franklin and supplied by Franklin or the Shareholders.

                IV.  COVENANTS OF THE SHAREHOLDERS AND FRANKLIN

     4.1  Announcements  and  Communications.  Except as required by  applicable
laws,  Franklin  and the  Shareholders  shall  not,  without  the prior  written
approval of Unique,  make any public  announcement or furnish any information to
the public concerning the transactions contemplated by this Agreement.  Franklin
and the Shareholders  shall promptly advise Unique of all  communications  which
they receive  pertaining to the  transactions  contemplated  by this  Agreement,
including,  without limitation,  communications  from governmental  agencies and
authorities.

     4.2 Notice of Certain Actions. Franklin shall promptly notify Unique of any
actions, suits, claims, investigations, or proceedings commenced or, to the best
of its  knowledge,  threatened  against,  relating to or  involving or otherwise
affecting  Franklin  which,  if  pending  on the date  hereof,  would  have been
required to have been  disclosed in writing  pursuant to this Agreement or which
relate to the consummation of the transactions contemplated hereby.

     4.3 No-Shop  Provision.  Until the Closing Date,  neither  Franklin nor any
Shareholder:  (i) shall seek to merge Franklin into any entity other than Unique
or an affiliate  of Unique,  (ii) shall  negotiate or entertain  any other offer
with  respect to the sale of all or part of the  capital  stock of  Franklin  or
substantially  all of Franklin's  assets or (iii) shall  authorize or permit any
officer, director,  employee,  investment banker, attorney,  accountant or other
representative  to,  solicit  or  encourage  the  making of any other  proposals
reasonably  expected  to lead to the  acquisition  of all or part of the capital
stock of Franklin or substantially  all of Franklin's  assets.  Franklin and the
Shareholders shall promptly notify Unique in writing of any such proposal.

     4.4 Conduct of Business Pending the Exchange. The Shareholders and Franklin
covenant and agree,  prior to the Closing Date,  unless  Unique shall  otherwise
agree in writing (which agreement will not be unreasonably  withheld or delayed)
or as otherwise expressly permitted or contemplated by this Agreement that:

     (a) the business of Franklin shall be conducted only in the ordinary course
of business and  consistent  with past practice and Franklin  shall not (i) make
any material change in its operations  including any general overall increase in
pricing  (which  shall not prohibit  price  increases in the normal and ordinary
course of  business)  or (ii)  purchase or sell any  significant  properties  or
assets  outside of the  ordinary  course of business  or which  would  result in
Franklin  owning in the aggregate an amount of  properties  and assets less than
the  aggregate  amount of  properties  and assets  owned by Franklin on the date
hereof;

     (b) Franklin  shall not (i) split,  combine or reclassify any shares of its
capital  stock  or  (ii)  declare,  set  aside  or pay  any  dividend  or  other
distribution  or make any  payment in cash,  stock or property in respect of any
shares of its capital stock;

     (c)  Franklin  shall  not (i)  except as  provided  in  Section  2.8 of the
Disclosure Schedule amend its Articles of Incorporation or Bylaws, (ii) issue or
sell any shares of, or rights of any kind to acquire any shares of or to receive
any  payment  based  on the  value  of,  its  capital  stock  or any  securities
convertible into shares of any such capital stock,  (iii) incur any indebtedness
other than trade credits or working  capital loans drawn on Franklin's  existing
line of credit in the ordinary  course of business,  (iv)  acquire,  directly or
indirectly,  by redemption or otherwise,  any shares of its capital  stock,  (v)
cancel or decrease any existing insurance coverage,  or (vi) modify any existing
contract,  agreement,  commitment  or  arrangement  with  respect  to any of the
foregoing;

     (d)  Franklin  shall use its best  efforts to preserve  intact its business
organization,  to keep  available  the services of its current  officers and key
employees,  and to preserve the goodwill of those having business  relationships
with it;

     (e)  Franklin  shall  not (i)  except as  provided  in  Section  2.8 of the
Disclosure  Schedule  increase  in any  manner  the  compensation  of any of its
executive  officers or key employees,  (ii) except as provided in Section 2.8 of
the Disclosure  Schedule  increase in any manner the  compensation of any of its
other officers or employees,  except in the ordinary  course of business,  (iii)
pay or agree to pay any pension,  retirement allowance or other employee benefit
not required by any existing plan,  agreement or arrangement  with any director,
officer or key employee, whether past or present, (iv) except as required by the
terms of any existing plan, agreement or arrangement,  adopt or commit itself to
or  enter  into any  additional  pension,  profit-  sharing,  bonus,  incentive,
deferred compensation,  stock purchase,  stock option, stock appreciation right,
group  insurance,  severance  pay,  retirement or other  employee  benefit plan,
agreement or arrangement,  or to any employment or consulting  agreement with or
for the benefit of any director, officer or employee, whether past or present or
(v) amend any such plan, agreement or arrangement;

     (f) other than pursuant to  commitments  set forth in Section 4.4(f) of the
Disclosure  Schedule  and other  than in the  ordinary  course of  business  and
consistent with past practice,  Franklin shall not make any capital expenditures
or commitments for capital  expenditures  which  individually  exceed $25,000 or
which in the aggregate exceed $100,000;

     (g) except as provided in Section 4.4(g) of the Disclosure Schedule,  other
than in the  ordinary  course of business  and  consistent  with past  practice,
Franklin  shall not waive any rights of  substantial  value or make any payment,
direct or indirect,  of any material  liability of such Company  before the same
comes due in accordance with its terms;

     (h) Franklin  shall not lease,  mortgage,  encumber or otherwise  grant any
interest in any of its assets or properties,  except for liens for current taxes
not yet due and liens or encumbrances  that are not substantial in amount and do
not materially  detract from the value or impair the use of the property subject
thereto;

     (i) Franklin  shall,  at all times up to and  including  the Closing  Date,
maintain  its  existing  insurance  coverage  of all types in effect or  procure
substantially  similar substitute  insurance policies with financially sound and
reputable insurance companies in at least such amounts and against such risks as
are currently covered by such policies; and

     (j) Franklin shall not agree,  in writing or otherwise,  to take any of the
actions prohibited by the foregoing clauses (a) through (j).

     4.5 Cause  Conditions to be Satisfied.  The Shareholders and Franklin shall
use their best efforts to cause all of the  conditions  set forth in Section 8.1
hereof to be satisfied at the earliest practical time.

                     V.  COVENANTS OF UNIQUE

     5.1  Announcements  and  Communications.  Except as required by  applicable
laws,  (i) prior to the  Closing,  Unique shall not,  without the prior  written
approval  of the  Shareholders,  make any public  announcement  or  furnish  any
information  to the public  concerning  the  transactions  contemplated  by this
Agreement,  and (ii) following the Closing,  Unique shall not, without the prior
written approval of the  Shareholders,  make any public  announcement or furnish
any information to the public concerning the price or terms of this Agreement.

     5.2 Cause Conditions to be Satisfied.  Unique shall use its best efforts to
cause all of the  conditions  set forth in Section 8.2 hereof to be satisfied at
the earliest practical time.

     5.3 Right of First Negotiation.  So long as Michael Franklin is employed by
Unique,  in the event Unique shall elect to sell all or substantially all of the
assets or stock of Franklin to any person other than Unique or a  subsidiary  of
Unique,  Unique shall enter into good faith negotiations for a period of 60 days
with Michael Franklin prior to negotiating with any other potential purchaser.

     5.4 Release of  Guaranties.  Unique shall use its best efforts to cause the
Shareholders to be released from any guaranties of Franklin's obligations at the
earliest practical time after the Closing Date.

     5.5 Board Position. Unique shall appoint Michael Franklin to Unique's Board
of  Directors  on the  Closing  Date  and  shall  nominate  him to the  Board of
Directors at each shareholder  meeting after the Closing Date during the term of
the Employment Agreement (as defined in Section 9.1(f)).

     5.6 Sub S Taxes.  Unique  shall cause  Franklin to pay to the IRS all taxes
due on Franklin's taxable income for the period beginning on October 1, 1997 and
ending on the Closing Date.

          VI.  UNIQUE COMMON STOCK - REGISTRATION RIGHTS

     6.1 Unique Common Stock to be Issued.  The Unique Common Stock to be issued
in the Exchange will not be  registered  under the  Securities  Act of 1933 (the
"Act") at the time of issuance and will be issued  pursuant to an exemption from
registration.  As a  result,  such  shares  must  be  held  indefinitely  unless
subsequently  registered  under  the  Act  or  unless  an  exemption  from  such
registration  is available.  Unique assumes no obligation to register the shares
of Unique  Common Stock except as provided  below.  All shares of Unique  Common
Stock to be issued in the Exchange  will  hereafter for purposes of this Article
VI be referred to as the "Restricted Securities." The Restricted Securities will
cease to be restricted when they have been effectively  registered under the Act
and  disposed  of in  accordance  with  that  registration  or  they  have  been
distributed  to the public  pursuant to Rule 144 under the Act or they have been
otherwise  transferred and new  certificates  representing  such securities have
been delivered which do not bear any legend  restricting their transfer and such
securities  are not subject to any stop transfer  order or other  restriction on
transfer.  In certain  circumstances  after the  expiration of the  registration
rights  provided  for herein,  sales of the Common Stock may be made in reliance
upon Rules 144 and 145 of the Act and the terms and conditions  thereof.  Unique
will supply the holders of such Unique Common Stock with such  information as is
necessary  to enable them to make sales of Unique  Common  Stock under Rules 144
and 145 of the Act.

     6.2 Restrictive  Legend. The certificates for shares issued pursuant to the
Exchange will each bear a legend substantially as follows:

     The securities  represented by this  Certificate  have not been  registered
under  the  Securities  Act of 1933  or the  laws  of any  state  and may not be
transferred  in the absence of (a) an effective  registration  statement for the
securities  under the Securities Act of 1933 and applicable state laws or (b) an
opinion  of  counsel  satisfactory  to  Unique  that  such  registration  is not
required.

     6.3  Investment   Representations.   Franklin  and  the  Shareholders  each
acknowledge receipt of the Unique SEC Filings. Each Shareholder acknowledges the
willingness  of Unique to provide  appropriate  officers to answer any questions
that such  Shareholder  many have had with respect to the contents of the Unique
SEC Filings. Each Shareholder has such knowledge and experience in financial and
business  matters that such  Shareholder is capable of evaluating the merits and
risks of an investment in the Unique Common Stock.  Each  Shareholder is able to
bear the economic risk of the  investment  and has the ability to hold the Stock
indefinitely and the ability to suffer a complete loss of his or her investment.
Each Shareholder is acquiring the Unique Common Stock for investment for his own
account,  for investment  purposes only, without any intention of subdividing or
reselling  such Stock  prior to the time it is  registered  under the Act.  Each
Shareholder   understands   that  investment  in  the  Unique  Common  Stock  is
speculative  and  earnings  therefrom  are  uncertain.   Each  Shareholder  also
understands that he may not sell, offer for sale, assign, pledge, hypothecate or
otherwise  transfer  or encumber  all or any part of his  interest in the Unique
Common  Stock in the absence of either (i) an effective  registration  statement
covering  such  transaction  under  the  Act  and  effective   qualification  or
registration under all applicable state securities laws and regulations, or (ii)
an opinion of counsel  satisfactory  to Unique to the effect  that  registration
under the Act is not required and  qualification or registration  under any such
state  securities  laws and  regulations is not required (or that any applicable
state  qualification or registration  requirements have been satisfied in full).
Each Shareholder also understands and agrees that, as a further condition to any
disposition, Unique may require that the proposed transferee furnish Unique with
written representations substantially the same as those made by the Shareholders
herein. Each Shareholder acknowledges that no representations or warranties have
been made to him or her by Unique or any officer, director, agent or employee of
Unique.  Each  Shareholder has had the opportunity to review the purchase of the
Unique  Common Stock  subscribed  for with his or her tax and legal  counsel and
investment  representatives.  Each Shareholder  acknowledges  that he or she may
recognize  taxable  income  to the  extent  of the  value  of all  consideration
received  by him or her in the  Exchange,  that  such  income  will be  taxed at
ordinary  income rates and that he or she will receive no opinion of tax counsel
for Unique in  connection  with the Exchange and must rely on his or her own tax
advisors for tax advice in connection with the Exchange. Each Shareholder agrees
to indemnify and hold harmless Unique,  its directors,  officers,  shareholders,
agents and employees  from and against any claim,  demand,  loss,  liability and
expense  (including,  without  limitations,  attorneys' fees and  disbursements)
incurred  as a result  of any  misrepresentation  or  breach  of any  agreement,
representation,  warranty or covenant made by the Shareholders  herein or in any
other  document  furnished  by  the  Shareholders  to  any of  such  persons  in
connection with this transaction.

    6.4    Registration Rights.

     (a) Unique  agrees to file with the SEC within 15  business  days after the
Closing  Date,  a  registration   statement  on  Form  S-3  (the   "Registration
Statement")  with respect to the resale by the  Shareholders  of (i) the Closing
Shares and (ii) the Escrow  Shares,  if and when such shares are  released  from
escrow pursuant to the Escrow Agreement,  and to use reasonable efforts to cause
the   Registration   Statement  to  become  effective  as  soon  as  practicable
thereafter;  provided,  however,  that Unique shall not be  responsible  for any
delay in filing or failure to file a Registration  Statement  which results from
the failure of the  Shareholders to provide to Unique such information as Unique
requests in order to comply with the Act and regulations of the SEC. Unique will
promptly  prepare and file with the SEC such  amendments and supplements to each
such  Registration  Statement and the  prospectus  used in connection  with such
Registration  Statement as may be necessary to keep the  Registration  Statement
effective  to  comply  with  the  provisions  of the  Act  with  respect  to the
disposition  of all of  the  Shares  registered  thereunder  (collectively,  the
"Registered Shares") until the earlier of (x) such time as all of the Registered
Shares  have  been  disposed  of in  accordance  with the  intended  methods  of
distribution by the Shareholders set forth in the Registration  Statement (which
shall  consist  of  sales  on  the  American  Stock   Exchange,   in  negotiated
transactions  or through a combination of methods but which shall not include an
underwritten public offering),  or (y) one year after the issuance of the shares
covered thereby.

     (b)(i) Unique shall promptly notify the Shareholders of the issuance by the
SEC of any stop order suspending the effectiveness of the Registration Statement
or the  initiation  of any  proceedings  for  that  purpose.  Unique  shall  use
reasonable efforts to obtain the withdrawal of any such stop order. In the event
of any stop order suspending the  effectiveness  of the Registration  Statement,
Unique shall be required to keep the Registration  Statement effective until the
earlier of (x) such time as all  Registered  Shares  offered  thereby  have been
disposed of in accordance with the intended methods of distribution set forth in
the  Registration  Statement or (y) the period  required by paragraph  (a) above
plus an  extended  period  equal to the  number  of days  during  which any such
suspension was in effect.

     (ii) Notwithstanding  anything to the contrary set forth in this Agreement,
Unique's  obligations under this Section to file the Registration  Statement and
to use  reasonable  efforts to cause the  Registration  Statement  to become and
remain  effective  (and the  right  of the  Shareholders  to use the  prospectus
contained  therein)  shall be  suspended  in the event and during such period as
Unique  determines  that the existence of any fact or the happening of any event
(including  without  limitation  pending   negotiations   relating  to,  or  the
consummation  of, a  transaction  or the  occurrence  of any other  event) would
require  additional   disclosure  of  material  information  by  Unique  in  the
Registration  Statement,  the  confidentiality  of which  Unique  has a business
purpose to preserve or which fact or event would render  Unique unable to comply
with SEC requirements (in either case, a "Suspension  Event"). The suspension of
Unique's  obligations in accordance with the preceding  sentence shall not exist
for any longer period of time than such  suspension  exists for other  similarly
restricted shareholders of Unique. Unique shall notify the Shareholders promptly
in  writing  of the  existence  of any  Suspension  Event.  In the  case  of any
Suspension  Event occurring prior to and delaying the filing of the Registration
Statement,  Unique shall file the Registration  Statement as soon as practicable
after the conclusion of the Suspension Event.

     (iii) Following the  effectiveness  of each  Registration  Statement,  each
Shareholder  agrees  that he or she will not effect any sales of the  Registered
Shares  offered  thereby at any time after he or she has  received  notice  from
Unique  to  suspend  sales as a result  of a stop  order  or the  occurrence  or
existence of any Suspension  Event. The  Shareholders  may recommence  effecting
sales of the Registered  Shares offered thereby following further notice to such
effect from Unique,  which notice  shall be given by Unique  promptly  after the
withdrawal of any stop order or the conclusion of any such Suspension Event.

     6.5  Post-Closing  Matters.  Unique  will  deliver  to the  holders of such
Restricted  Securities  after  effectiveness  of  any  registration  under  this
Agreement,  such reasonable number of copies of a definitive prospectus included
in such  Registration  Statement and of any revised or  supplemental  prospectus
filed  as  such  holders  may  from  time-to-time  request.  Unique  shall  file
post-effective  amendments or supplements to such  Registration  Statement for a
period  continuing until the Shareholders have held their Restricted Stock for a
period of one year.  So long as a prospectus  is required to be delivered  under
the  Act,  Unique  agrees  to use  its  reasonable  best  efforts  to  keep  the
Registration Statement effective at all times during such one year period and to
at all times  comply with the various  applicable  federal and state  securities
laws (after which period Unique may withdraw  such  Restricted  Securities  from
registration),  and shall deliver copies of the prospectus  contained therein as
herein-above  provided.  Notwithstanding  the above, each Shareholder  agrees to
notify Unique if he or she sells all of his or her Restricted  Securities within
one  year of  issuance.  Upon  receipt  of  such  notification  from  all of the
Shareholders,  Unique's obligation to keep the Registration  Statement effective
shall terminate. Each Shareholder also agrees to notify Unique at least two full
business  days in  advance  of any sale or  series  of  sales of the  Restricted
Securities aggregating 10,000 or more shares of Unique Common Stock.

     6.6  Additional   Governmental   Approval.   If,  in  connection  with  the
registration under the Act, any Restricted  Securities  require  registration or
qualification  with or  approval  of any  United  States  or State  governmental
official  or  authority,  other than  registration  under the Act,  before  such
Restricted  Securities may be sold, Unique will use its best reasonable  efforts
to take all  actions  required to be taken by Unique to cause any such shares to
be  duly  registered,  approved  or  otherwise  qualified  for  sale,  as may be
required,  provided,  however,  that it shall not be  required to give a general
consent to service of process or to qualify as a foreign  corporation or subject
itself to taxation as doing business in any such state.

     6.7  Registration  Expenses.  Unique  shall  pay  all  of the  expenses  in
connection with the registration referenced herein, including without limitation
costs of  complying  with  federal and state  securities  laws and  regulations,
attorneys' fees of Unique,  accounting fees,  printing expenses and filing fees;
except transfer taxes,  underwriting  commissions,  discounts and expenses,  and
other expenses including attorneys' fees, of Franklin and the Shareholders.

                    VII.  UNIQUE DUE DILIGENCE

     7.1 Unique Due  Diligence.  During the period  prior to the  Closing  Date,
subject to the terms of the Mutual Nondisclosure  Agreement between Franklin and
Unique dated December 31, 1997 (the "Nondisclosure Agreement"), Franklin and the
Shareholders  will give to Unique and its counsel,  accountants,  actuaries  and
other experts and other  representatives,  full access,  during normal  business
hours, to Franklin's and the Shareholders' (to the extent such items are used by
Franklin in its business) assets (including the leased real estate),  contracts,
commitments and other records (including computer files,  retrieval programs and
other documentation relating to Franklin's business) and will furnish Unique and
such representatives,  with all such information and data concerning the affairs
of Franklin  as Unique or such  representatives  reasonably  may request for the
purposes of verifying the representations and warranties made herein and further
investigating the business and affairs of Franklin prior to the Closing.  Unique
shall be permitted to conduct,  through its  representatives,  an  environmental
audit on any real  estate  ever  leased by  Franklin  at the cost and expense of
Unique.  The  performance  of the due diligence of Unique or the  acquisition of
information by Unique shall not relieve any Shareholder from any representation,
warranty or covenant made by such Shareholder in this Agreement.

     7.2 Supplemental Disclosure.  Franklin and the Shareholders shall each have
the  continuing  obligation  to  promptly  supplement  or amend  the  Disclosure
Schedules with respect to any matter hereafter  arising or discovered  which, if
existing or known at the date hereof,  would have been  required to be set forth
or  described  in the  Disclosure  Schedules;  provided,  however,  that for the
purpose  of the  rights  and  obligations  of the  parties  hereunder,  any such
supplemental or amended disclosure shall not be deemed to have been disclosed as
of the date hereof unless so agreed to in writing by Unique.

                   VIII.  CONDITIONS PRECEDENT

     8.1 Conditions  Precedent to Unique's  Obligations.  The performance of the
obligations  of Unique  under this  Agreement  is  subject,  at the  election of
Unique, to the fulfillment or written waiver of each of the following conditions
on or before the Closing:

     (a) All proceedings taken in connection with the transactions  contemplated
by this  Agreement  and all  instruments  and  documents  required in connection
therewith  or incident  thereto  shall be  reasonably  satisfactory  in form and
substance to Unique.

     (b) The  representations  and  warranties of Franklin and the  Shareholders
contained in this  Agreement,  the  Disclosure  Schedule or any  certificate  or
document  delivered to Unique  pursuant  hereto shall be true and correct in all
material respects on the date hereof and on the Closing,  subject to any changes
and exceptions  thereto which are contemplated in this Agreement or consented to
in writing by Unique.  Franklin and the  Shareholders  shall have  performed and
complied in all material respects with all agreements and conditions required by
this  Agreement  to be  performed  or  complied  with by them on or  before  the
Closing.  Unique shall have been  furnished  with a  certificate  from  Franklin
executed by the  Shareholders  and on behalf of Franklin by the  President  or a
Vice President of Franklin dated the Closing Date, certifying to the fulfillment
of the foregoing  conditions by Franklin and further certifying that to the best
of  such  officer's  knowledge  there  is  no  material  pending  or  threatened
litigation,  proceeding or governmental  investigation relating to Franklin, and
that there has been no material  adverse  change in the  financial  condition or
business of Franklin or any damage or  destruction  of assets of Franklin  which
would affect Franklin's ability to conduct business substantially as theretofore
conducted.

     (c) There shall have been obtained written consents,  in form and substance
reasonably   satisfactory  to  Unique,  of  each  party  whose  consent  to  the
transactions  contemplated  hereby  is  required  including  those  set forth in
Section 2.4 of this Agreement.

     (d) No bona fide litigation or proceeding shall be pending or threatened to
restrain,  set  aside  or  invalidate  the  transactions  contemplated  by  this
Agreement.

     (e) The  Shareholders and the Board of Directors of Unique shall have voted
to approve  the  matters  referred  to in this  Agreement  and the  transactions
contemplated thereby.

     (f) Franklin  shall have  delivered to Unique the documents  required to be
delivered hereunder,  including those to be delivered at the Closing pursuant to
Section 9.1 hereof.

     (g) Each of the directors and officers of Franklin shall have submitted his
resignation as director or officer in writing  effective the Closing Date unless
otherwise  approved  in writing  by  Unique;  provided,  however,  that  Michael
Franklin shall not resign as president.

     (h) The  exchange of shares of Unique  Common  Stock for shares of Franklin
Common  Stock  pursuant  to this  Agreement  shall  be made in  compliance  with
applicable federal and state securities laws.

     (i) The  assets  and  certain  liabilities  of  JenTech  Enterprises,  L.C.
("JenTech")  shall have been  assigned to Franklin and the leases of assets from
JenTech to Franklin shall have been  terminated,  all pursuant to an Assignment,
Assumption  and  Cancellation  Agreement in the form attached  hereto as Exhibit
8.1(i).

     8.2 Conditions  Precedent to Franklin's and the Shareholders'  Obligations.
The  performance  of  Franklin  and the  Shareholders  under this  Agreement  is
subject,  at the election of the  Shareholders,  to the  fulfillment  or written
waiver of each of the following conditions on or before the Closing:

     (a) All proceedings taken in connection with the transactions  contemplated
by this  Agreement  and all  instruments  and  documents  required in connection
therewith  or incident  thereto  shall be  reasonably  satisfactory  in form and
substance to Franklin and the Shareholders.

     (b)  The  representations  and  warranties  of  Unique  contained  in  this
Agreement  or in any  certificate  or  document  delivered  to the  Shareholders
pursuant hereto shall be true and correct on the date hereof and shall be deemed
to have been made  again on the  Closing  Date and speak as of the  Closing  and
shall then also be true and  correct,  subject  to any  changes  and  exceptions
thereto which are  contemplated  in this Agreement or consented to in writing by
the  Shareholders.  Unique shall have performed and complied with all agreements
and conditions required by this Agreement to be performed or complied with by it
on or before  the  Closing.  The  Shareholders  shall have been  furnished  with
certificates from Unique executed on behalf of Unique by the President or a Vice
President of Unique,  dated as of the Closing,  certifying to the fulfillment of
the foregoing conditions by Unique.

     (c) No bona fide litigation or  administrative  proceeding shall be pending
or threatened to restrain, set aside or invalidate the transactions contemplated
by this Agreement.

     (d) Unique  shall have  delivered  to the  Shareholders  at the Closing the
documents required to be delivered pursuant to Section 9.2 hereof.

     (e) At the time of Closing  pursuant to this Agreement,  Unique shall apply
for and use its best efforts to obtain a listing of the Restricted Securities on
the principal exchange on which any other Unique Common Stock is then listed.

     (f) The  exchange of shares of Unique  Common  Stock for shares of Franklin
Common  Stock  pursuant  to this  Agreement  shall  be made in  compliance  with
applicable federal and state securities laws.


            IX.  DOCUMENTS TO BE DELIVERED AT CLOSING

     9.1  Documents  to be  Delivered  by  Franklin or the  Shareholders  at the
Closing. At the Closing, Franklin or the Shareholders shall deliver to Unique:

     (a) copies certified by the Secretary or Assistant Secretary of Franklin of
the resolutions of Franklin's Board of Directors and the Shareholders  approving
this Agreement and authorizing the transactions contemplated hereby and thereby;

     (b) the written consents, in form and substance reasonably  satisfactory to
Unique, of each party whose consent to the transactions  contemplated  hereby is
required;

     (c) the resignations of each of the directors and officers of Franklin,  in
writing  effective the Closing Date;  provided,  however,  that Michael Franklin
shall not resign as president;

     (d)  custody  of  all  of  Franklin's  books,  records,  papers  and  other
documents;

     (e) an  Employment  Agreement  (the  "Employment  Agreement")  executed  by
Michael Franklin in the form of Exhibit 9.1(f);

     (f) a Non-Competition  and Non-Disclosure  Agreement (the  "Non-Competition
Agreement") executed by Michael Franklin in the form of Exhibit 9.1(g);

     (g) an Escrow Agreement executed by the Shareholders in the form of Exhibit
1.2 (the "Escrow Agreement");

     (h) the Officer's certificate required under Section 8.1(b);

     (i) copies of the  Articles of  Incorporation,  as amended,  of Franklin as
certified  by the  Secretary  of State of  Missouri  and copies of the Bylaws of
Franklin  certified by the  respective  Secretary  or an Assistant  Secretary of
Franklin;

     (j)  certificates  of Good Standing of Franklin  issued by the Secretary of
State of Colorado, dated within ten days of the Closing Date;

     (k) the documents set forth in Section 8.1 to be delivered by Franklin;

     (l) an  opinion  dated the  Closing  Date of  Galganski,  P.C.,  counsel to
Franklin and Shareholders,  in a form  substantially as that attached as Exhibit
9.1(l) hereto;

     (m) a Lease Consent and  Acknowledgment,  Assignment of Purchase Option and
Indemnification  Agreement,  in a form substantially as that attached as Exhibit
9.1(m) hereto; and

     (n) a representation  by the Shareholders that the book value of the assets
of  Franklin  as of the Closing  Date is not less than  $3,100,000  and the book
value of the  liabilities  of Franklin  as of the Closing  Date is not more than
$3,500,000.

     9.2  Documents to be  Delivered  by Unique at the Closing.  At the Closing,
Unique shall deliver to Franklin and the Shareholders:

     (a) copies  certified by the President of Unique of the  resolutions of the
Board of  Directors of Unique  approving  this  Agreement  and  authorizing  the
transactions contemplated hereby;

     (b) the  Employment  Agreement  executed  by Unique in the form of  Exhibit
9.1(f);

     (c) the Non-Competition Agreement executed by Unique in the form of Exhibit
9.1(g);

     (d) the Escrow Agreement executed by Unique in the form of Exhibit 1.2;

     (e) the officer's certificate required under Section 8.2(b);

     (f) an opinion dated the Closing Date of Holme Roberts & Owen LLP,  counsel
to Unique, in a form substantially as that attached as Exhibit 9.2(f) hereto;

     (g) an Indemnification Agreement in the form of Exhibit 9.2(g);

     (h) a Lease Consent and  Acknowledgment,  Assignment of Purchase Option and
Indemnification  Agreement,  in a form substantially as that attached as Exhibit
9.1(m) hereto; and

     (i) the  documents  set forth in Section 8.2 to be  delivered by Unique and
such  other  certificates  and  documents  as the  Shareholders  may  reasonably
request.

                       X.  INDEMNIFICATION

     10.1  Survival  of  Representations  and  Warranties.  All of the terms and
conditions of this Agreement, together with the warranties,  representations and
covenants  contained herein or in any instrument or document  delivered or to be
delivered  pursuant to or in connection with this  Agreement,  shall survive the
execution of this Agreement and the Closing notwithstanding any investigation or
due diligence  heretofore or hereafter made by or on behalf of any party hereto;
provided,  however,  that (i) the  agreements  set forth in  Articles  VI and XI
hereof  (other  than  Section  11.3)  shall   continue  and  survive  until  all
obligations set forth therein shall have been performed and satisfied,  and (ii)
all other  representations,  warranties and agreements  (including those made by
Unique),  shall  terminate  on the three year  anniversary  of the Closing  Date
except (y) as to matters with respect to which a party shall have given  written
notice of any claim  within  such  period and (z) as to the matters set forth in
Sections  2.23 and 2.24 (to the extent such  representations  and  warranties in
Section  2.24 relate to  environmental  liabilities)  which shall  continue  and
survive  until such time as the  applicable  statute of  limitations  or tolling
period  for such acts,  laws,  regulations  or  agreements  shall have  expired.
Notwithstanding the above limitations,  indemnification for matters fraudulently
concealed by any party hereto shall extend  indefinitely or until the applicable
statute of limitations period has expired.

    10.2   Indemnification.

     (a) Subject to the following  provisions  of this Article X,  commencing on
the Closing  Date,  the  Shareholders,  jointly  and  severally,  shall  defend,
indemnify  and  hold  harmless,  Unique  and  any  of its  officers,  directors,
employees and affiliates, from any and all claims, damages, losses, liabilities,
costs or expenses  (including,  without limitation,  amounts paid in settlement,
reasonable  attorneys'  fees  and  costs  of  investigation),  whether  fixed or
contingent,  matured or unmatured,  liquidated or unliquidated ("Claims"), which
any of them may incur or suffer as a result of or  arising  out of any breach of
the  representations,  warranties,  covenants or  agreements  of Franklin or the
Shareholders set forth in this Agreement except for those Claims,  or portion of
a Claim, which are covered by insurance maintained by Franklin prior to Closing.

     (b) Subject to the following  provisions  of this Article X,  commencing on
the Closing Date, Unique shall indemnify and hold the Shareholders harmless from
all Claims which it may incur of suffer as a result of or arising out of (i) any
breach of the  representations,  warranties,  covenants or agreements of Unique,
set forth in this  Agreement for which Claim has been made during the applicable
periods  hereunder  except for those  Claims,  or portion of a Claim,  which are
covered by insurance maintained by Franklin prior to Closing, or (ii) any action
or omission of Unique in the operation of the business of Franklin following the
Closing.

     (c) The indemnification provisions contained in this Article X shall be the
exclusive  basis for the  assertion of Claims or the  imposition of liability by
one party against another party to this Agreement arising from actions or Claims
resulting from the breach or default of any representation,  warranty,  covenant
or  agreement  contained  herein.  This  Article X shall  not,  however,  be the
exclusive basis for asserting Claims arising from any subsequently  entered into
document or agreement  including any  non-competition or similar agreement to be
entered into pursuant to this Agreement.

     10.3  Escrowed  Shares;  Indemnification  Offsets.  Unique may  satisfy any
Purchase  Price  adjustment  set forth in  Article  I or any Claim  which is the
subject  of  indemnification   herein  from  the  Escrow  Shares.   Certificates
evidencing the Escrow Shares, together with stock powers executed in triplicate,
shall be delivered to the Escrow  Agent under the terms and  conditions  of this
Article X and the  Escrow  Agreement.  The  escrow  shall  extend  for two years
subject to the terms of the Escrow Agreement.

    10.4   Indemnification Procedure; Arbitration.

     (a) Upon the  commencement  by any  third  party of any  administrative  or
judicial  proceeding  or notice  with  respect to which any Claim is to be made,
Unique shall deliver written notice of the Claim and the nature of the liability
to the  Shareholders  for purposes of contesting  any Claim  asserted by Unique.
With  respect to any Claim that the  Shareholders  agree could,  if  successful,
result in an obligation of the  Shareholders to indemnify Unique under the terms
of this  Article X, the  Shareholders  at their  expense  shall be  entitled  to
control  the  defense of such  Claim with  counsel  reasonably  satisfactory  to
Unique.  Unique shall  control the defense of all other  Claims.  Neither  party
shall incur any liability  hereunder with respect to the settlement of any Claim
if such  settlement  is effected  without such party's  written  consent,  which
consent shall not be unreasonably withheld and shall be given or withheld within
15 days from notice of any proposed settlement.

     (b) Each party shall furnish  written notice of any other Claim it may have
(other than third party  Claims  referred to in paragraph  (a) above)  hereunder
(the "Indemnitees") to the others (the "Indemnitors"),  setting forth the amount
of the Claim, if known, and the nature of the liability.  The Indemnitors  shall
have ten business days following the receipt of a notice of a Claim within which
to deliver a written  objection  to the  Indemnitees  with respect to any Claim,
setting  forth the grounds for the  objection (a "Disputed  Claim").  Each party
shall use its best efforts to settle any Disputed  Claim within 20 business days
following receipt by the Indemnitees of such objection. If any Disputed Claim is
not settled within such 20 business day period, and such Disputed Claim involves
less than  $30,000,  or upon  agreement  of the parties if such  Disputed  Claim
involves more than $30,000, such dispute shall be submitted to arbitration to be
conclusively  determined by a panel of three  arbitrators,  one arbitrator being
selected by Unique,  one arbitrator being selected by the Shareholders,  and the
third  arbitrator  being  selected  by the two so  selected  by  Unique  and the
Shareholders  or, in the event of their  inability  to agree on a selection of a
third arbitrator,  as designated by the American  Arbitration  Association.  All
such  arbitrators  shall be appointed as soon as  reasonably  possible but in no
event later than 60 days after the identification of a Disputed Claim. A hearing
on such Disputed  Claim shall be held within 60 days of the  appointment  of the
last of the three arbitrators and the decision of such arbitrators shall be made
within  30 days  of  such  hearing.  Such  arbitration  shall  be  conducted  in
accordance  with the commercial  arbitration  rules of the American  Arbitration
Association.  A written  arbitral  award  shall be  delivered  to Unique and the
Shareholders  promptly  following  the  resolution  of a  Disputed  Claim by the
arbitrators.  Such award shall be final,  binding and  unappealable by any party
thereto.  All reasonable  fees and expenses of the  arbitrators and costs of the
arbitration shall be paid as determined by the arbitrators and to the extent not
so  determined,  each party  shall pay its own  expenses.  Arbitration  shall be
conducted in St. Louis,  Missouri  until such time as Unique shall have required
Michael Franklin to relocate to Denver,  Colorado,  following which  arbitration
shall be conducted in Denver, Colorado.

     10.5 Escrow Not to Limit Indemnification.  Notwithstanding  anything herein
to the contrary,  the Shareholders  shall indemnify  Unique,  its successors and
assigns, to the extent provided in this Article X and such  indemnification,  to
the extent provided, shall continue after the termination of the escrow provided
in this Article X and shall not be limited to the Escrow Shares. Any Shareholder
obligation arising under Article I or this Article X not satisfied by the Escrow
Shares shall first be satisfied by the Shareholder returning Unique Common Stock
to Unique  valued at $8.04 per share.  If a sufficient  number of shares are not
retained by the  Shareholders  to enable the  Shareholders to make such payments
using  Unique  Common  Stock,  the  Shareholders  shall  pay  Unique by the wire
transfer of immediately available funds.

                     XI.  CERTAIN AGREEMENTS

     11.1 Distributions  Prior to Closing.  Franklin currently owns a $1,000,000
life  insurance  policy on Michael  Franklin's  life.  Commencing on the Closing
Date,   Michael  Franklin  will  assume  all  premium   obligations   under  the
aforereferenced  life  insurance  policy.  Such life  insurance  policy shall be
distributed  to  Michael  Franklin  on the  Closing  Date  immediately  prior to
Closing,  provided that Michael  Franklin  shall assume  responsibility  for the
payment  of all  premium  costs  subsequent  to the  date  of  distribution.  In
addition,   Franklin   currently   owns  a  1997  Jeep  Cherokee  (with  vehicle
identification  #1J4GZ58Y5VC538950;  "Vehicle"),  a  promissory  note from Jason
Franklin  in the  original  principal  amount of $16,000  (the  "Note")  and two
ownership/membership  interests  in two local golf  clubs,  St.  Clair and Bogey
Hills (collectively,  "Golf Clubs").  The Vehicle,  Note and Golf Clubs shall be
distributed  to  Michael  Franklin  on the  Closing  Date  immediately  prior to
Closing,  provided that Michael Franklin shall assume responsibility for any and
all  obligations  relating to their  ownership,  including,  but not limited to,
premium costs for insurance on the Vehicle.

     11.2  Confidential  Information.  Subject to the terms of the Nondisclosure
Agreement, in the event the transactions  contemplated by this Agreement are not
consummated, each party hereto will hold all non-public confidential information
which it obtained  from the other  parties  hereto in the course of  negotiating
this Agreement,  which it did not previously know or which was not previously in
the public domain,  confidential.  No party will directly or indirectly use such
information  until the same shall  become in the public  domain  (other  than by
disclosure  by a party  hereto  receiving  such  information  for  use  pursuant
hereto).  Each party will return to the applicable party all documents,  objects
and records  obtained from such other party pursuant hereto which are not in the
public domain.

     11.3 Liability for Events Prior to the Closing Date.

     (a) The  Shareholders  shall be jointly and severally  responsible for, and
shall defend, indemnify and hold harmless Franklin,  Unique and the officers and
directors of each, at the cost of each  Shareholder,  from all claims,  demands,
causes of action, liabilities and losses not set forth on the Franklin Financial
Statements  arising  from any  bodily  injury,  property  damage,  environmental
contamination  or other  occurrence  attributable  to or caused  (in whole or in
part) by any product manufactured, sold, rented or supplied prior to the Closing
Date, or any service  furnished prior to the Closing Date, or any property owned
or operated  by Franklin  prior to the  Closing  Date,  or any other  conduct of
Franklin  prior to the Closing  Date,  except to the extent that such  liability
results from actions or omissions by Unique or Franklin that occurred  after the
Closing  Date.  Any claim against  Franklin or Unique  alleging any such injury,
damage or other  occurrence  shall be a claim for which  Unique is  entitled  to
indemnity  pursuant to Article X hereof and shall be governed by the  provisions
of that Section.  Unique shall notify the  Shareholders  upon Unique's  becoming
aware of any such claims.

     (b) Unique shall be responsible  for, and shall defend,  indemnify and hold
harmless the Shareholders. at Unique's cost, from all claims, demands, causes of
action,  liabilities,  including guaranties of Michael G. Franklin of Franklin's
obligations  as of the Closing Date,  and losses arising from any bodily injury,
property damage, environmental contamination or other occurrence attributable to
or caused (in whole or in part) by any  product  manufactured,  sold,  rented or
supplied  after the Closing  Date,  or any service  furnished  after the Closing
Date, or any property  owned or operated by Franklin  after the Closing Date, or
any other conduct of Franklin after the Closing Date,  except to the extent that
such  liability  results  from  actions  or  omissions  by  Franklin  or  either
Shareholder  that occurred prior to the Closing Date. Any claim against Franklin
or Unique alleging any such injury,  damage or other occurrence shall be a claim
for which  Shareholders  are entitled to indemnity  pursuant to Article X hereof
and shall be governed by the provisions of that Section.  The Shareholders shall
notify Unique upon the Shareholders becoming aware of any such claims.

     11.4  Preparation of Registration  Statement.  Franklin will furnish Unique
with such  information  concerning  the  business  and  financial  condition  of
Franklin  and shall  provide  such  assistance  to  Unique as may be  reasonably
necessary  to  enable  Unique  to  describe  Franklin,  this  Agreement  and the
transactions   contemplated   hereby,   and  to  disclose  any  other   required
information, in the Registration Statement.  Franklin will cooperate with Unique
to maintain the accuracy and completeness of the information in the Registration
Statement  and will  promptly  inform  Unique of any  material  change,  whether
adverse or  favorable,  in the  condition of Franklin,  financial or  otherwise,
which may affect the accuracy or  completeness  of the  information set forth in
the Registration  Statement and which may occur at any time prior to the Closing
Date.

     11.5  Destruction of Assets.  Notwithstanding  any other  provision of this
Agreement,  if,  on or prior  to the  Closing  Date,  assets  or other  material
properties  of Franklin with a fair market value in excess of $50,000 shall have
suffered loss or damage on account of fire, flood,  accident,  act of war, civil
commotion,  or any other cause or event beyond the reasonable  power and control
of  Franklin  to an  extent  which  materially  adversely  affects  the value of
Franklin,  Unique shall have the right,  at its election,  exercisable not later
than ten days  after it  receives  notice  of such  loss or  damage,  either  to
consummate the transaction  contemplated by this Agreement, or, in lieu of every
other right or remedy  whatsoever,  to  terminate  this  Agreement or amend this
Agreement with the consent of the  Shareholders.  In the event Unique terminates
this Agreement, all parties shall be released from liability hereunder except as
set forth in Section  11.2  herein.  In the absence of a contrary  election,  it
shall be presumed that Unique has elected to complete the transaction hereunder.
If the  transaction  hereunder is closed,  there shall be no  adjustment  in the
Purchase  Price  payable  hereunder  as a result of such  loss or damage  unless
agreed upon in writing by the parties prior to Closing, and Unique shall then be
entitled to retain all insurance  proceeds and correct the damage itself through
use of insurance proceeds and other funds available to it.

     11.6  Termination.  Except for those  obligations set forth in Section 11.2
herein which shall not terminate,  either Unique or Franklin may, as applicable,
on or prior to the Closing Date,  terminate this Agreement  without liability as
set forth below (provided the terminating party is not responsible for the event
which permits termination hereunder):

     (a) by Unique or the  Shareholders,  if a bona  fide  action or  proceeding
brought  by a  person  not a party  to this  Agreement  is  pending  wherein  an
unfavorable  judgment,  decree  or order  would  prevent  or make  unlawful  the
carrying out of the transaction contemplated by this Agreement;

     (b) by Unique if,  following  examination by it of all matters set forth in
Section 7.1 and following  completion of all other acts  necessary to accomplish
its  due  diligence,  should  it be  determined  by  Unique  in  its  reasonable
discretion that the nature of Franklin's business,  assets, the condition of the
real property and  improvements or other matters  material to this Agreement are
substantially  different as represented by Franklin and the  Shareholders,  then
consistent  with the  acknowledgment  of the parties that Unique  executed  this
Agreement  based upon the  representations  of  Franklin  and the  Shareholders,
without the opportunity of fully examining Franklin's business, assets and other
factors,  Unique shall have the right to terminate  this  Agreement  without any
liability whatsoever upon written notice to the Shareholders, which notice shall
be sent at any time prior to the Closing Date;

     (c) by Unique or the Shareholders if any governmental body or agency having
jurisdiction   and  authority  to  prevent   consummation  of  the  transactions
hereunder,  has formally asserted that consummation of such transaction violates
or would violate any applicable  laws, or any rule or regulation of such body or
agency;

     (d)  by  Unique  or the  Shareholders  if any  condition  precedent  to the
obligation of such party to consummate the transaction has not been satisfied or
waived;

     In no event will any party entitled to terminate this Agreement pursuant to
this  Section  11.6 be  liable to the  other  party  for money or other  damages
(liquidated   or  otherwise)   for  failure  to  consummate   the   transactions
contemplated in this Agreement for any reason set out in this Section 11.6.

     11.7  Assignment  of Name.  Each  Shareholder  agrees to assign any and all
rights he may have in the name "Franklin Manufacturing Company" to Franklin.

                       XII.  MISCELLANEOUS

     12.1 Expenses.  Except as provided for herein,  each party hereto shall pay
all of its  or his  expenses  incurred  by it or  him in  connection  with  this
Agreement and in consummation  of the  transactions  contemplated  hereby and in
preparation therefor,  including,  without limitation,  the fees and expenses of
its or his respective attorneys, accountants and financial advisors.

     12.2 Notices. All notices, demands and requests required or permitted to be
given  under the  provisions  of this  Agreement  shall be deemed  duly given if
mailed by registered mail,  postage  prepaid,  return receipt  requested,  or by
Federal  Express  or  similar  overnight  delivery  service,   or  if  delivered
personally or by telecopy, at the following addresses pending the designation of
another address in accordance with the provisions hereof:

           (a)    If to Unique:

                  Unique Mobility, Inc.
                  425 Corporate Circle
                  Golden, CO  80401
                  Attention: Donald A. French
                  Telecopy No. 303-279-8710

                  With a copy to:

                  Holme Roberts & Owen LLP
                  1700 Lincoln Street, Suite 4100
                  Denver, CO  80203
                  Attention: Nick Nimmo
                  Telecopy No. 303-866-0200

           (b)    If to Franklin or the Shareholders:

                  Michael Franklin
                  3081 Elm Point Industrial
                  St. Charles, Missouri  63301
                  Telecopy No. 314-940-7601

                  With a copy to:

                  Galganski, P.C.
                  8175 Big Bend Boulevard, Suite 100
                  Webster Groves, MO  63119
                  Attention: Thomas R. Galganski

     12.3 Entire Agreement. This Agreement and the other exhibits hereto contain
all the terms agreed upon between the parties with respect to the subject matter
hereof and  supersede all prior  agreements,  arrangements  and  communications,
whether oral or written.  This Agreement may not be changed or modified,  except
by agreement in writing, signed by all of the parties hereto.

     12.4  Headings.  The  headings of the  Sections of this  Agreement  are for
convenience  of  reference  only and shall not be  deemed to  explain,  limit or
amplify the provisions hereof.

     12.5  Successors  in Interest.  Except as otherwise  specifically  provided
herein,  this  Agreement  shall be binding  upon and inure to the benefit of the
parties  hereto and their  respective  heirs,  legal  representatives,  personal
representatives, successors and assigns.

     12.6  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts,  each of which shall be deemed an original  but all of which shall
be deemed but one and the same instrument.

     12.7 Governing Law. This  Agreement  shall be construed and  interpreted in
accordance  with  and  governed  in all  respects  by the  laws of the  State of
Missouri.

     12.8 Brokerage. Franklin, the Shareholders and Unique represent and warrant
that all  negotiations  relating to this  Agreement have been carried on by them
directly  between the parties  without the  intervention  of any person or firm,
except  that  Unique  has  engaged  and  shall  pay all fees of  Arnhold  and S.
Bleichroeder,  Inc.  and  Franklin  has  engaged  and shall pay all fees of R.L.
Hulett &  Company,  Inc.  Franklin,  the  Shareholders  and  Unique  shall  each
indemnify the others and hold them harmless  against and in respect of any claim
for  brokerage,  finders  fees,  or other fees or  commissions  relating to this
Agreement or to the  transactions  contemplated  hereby  caused by their actions
relating to brokerage or similar fees.

     12.9 Waiver.  At any time prior to the Closing Date,  the parties hereto by
action taken by their  respective Board of Directors may (i) extend the time for
the  performance  of any of the  obligations  or other acts of the other parties
hereto,  (ii)  waive any  inaccuracies  in the  representations  and  warranties
contained herein or in any document  delivered  pursuant hereto, and (iii) waive
compliance  with any of the  agreements  or conditions  contained  herein to the
extent  permitted  by law.  Any  agreement  on the part of a party hereto to any
extension or waiver shall be valid only if set forth in an instrument in writing
signed on behalf of such party.

     12.10  Remedies  for  Breach;  Specific  Performance.  Each of the  parties
acknowledges  and agrees  that the other party or parties  would be  irreparably
damaged in the event any  covenant or agreement  contained in this  Agreement is
not performed in accordance  with its specific  terms or is otherwise  breached.
Accordingly,  each  of the  parties  will be  entitled,  without  bond or  other
security,  to an injunction or injunctions to prevent  breaches of the covenants
or  agreements  contained in this  Agreement  and to enforce  specifically  this
Agreement and the covenants and  agreements  contained  herein or therein in any
action  instituted in any court of the United States or any state thereof having
subject matter jurisdiction, in addition to any other remedy to which such party
may be entitled, at law or in equity. Each party agrees that should any court or
other competent authority hold any provision of this Agreement or part hereof to
be  null,  void  or  unenforceable,  or  order  any  party  to take  any  action
inconsistent herewith or not to take any action required herein, the other party
shall not be entitled to specific  performance  of such provision or part hereof
or to any other remedy,  including money damages,  for breach hereof as a result
of such holding or order.

     12.11  Construction.  This  Agreement is to be deemed to have been prepared
jointly  by  the  parties  hereto  after  arms-length   negotiations,   and  any
uncertainty or ambiguity  existing  herein shall not be interpreted  against any
party,  but  according  to the  application  of the rules of  interpretation  of
contracts.


     IN WITNESS  WHEREOF,  Franklin,  the  Shareholders,  Unique has caused this
Agreement to be duly  executed in its name and on its behalf,  all as of the day
and year first above written.

 
FRANKLIN MANUFACTURING COMPANY


By:/s/Michael G. Franklin
_______________________________________
Michael G. Franklin
President


UNIQUE MOBILITY, INC.


By:/s/Donald A. French
_______________________________________
Name: Donald A. French
Treasurer

SHAREHOLDERS:


/s/Michael Franklin 
____________________________________
Michael Franklin


/s/Deborah M. McNatt 
____________________________________
Deborah M. McNatt


                    DISCLOSURE SCHEDULE INDEX



     Section 2.1 States where Franklin is qualified to do business

     Section 2.2 Authorized, Issued and Outstanding Capital Stock of Franklin

     Section 2.4 Breaches or conflicts with other documents and agreements

     Section 2.5 Other company stock owned by Franklin

     Section 2.6 Financial Statements

     Section 2.7 Undisclosed liabilities not on the April 30, 1998 Balance Sheet

     Section 2.8 Changes or Events involving Franklin's business or assets since
April 30, 1998

     Section  2.10 Legal  description  of all real  property  owned or leased by
Franklin;  encumbrances  against each such property;  list of leased facilities;
problems, repairs needed etc.

     Section 2.11 Transactions with Affiliates

     Section 2.12 Patents, Trademarks and similar rights

     Section 2.13 Listing of Insurance Policies

     Section 2.14 Contracts and agreements

     Section 2.16 Accounts Receivable

     Section 2.17 Licenses and Permits

     Section 2.18 Bank information

     Section 2.19 Litigation summary

     Section 2.21 Employee Benefit Plans

     Section  2.20  Employees  with  compensation  of $30,000  or more  Employee
matters

     Section 2.21 Employee Benefit Plans

     Section   2.22   Employment/Consulting/Non-Competition   Agreements   which
Franklin is a party  including  copies of  Agreements;  List of  Employees  with
customer contact who have not entered into Non-Competition Agreements; and labor
certification efforts.

     Section 2.23 Tax returns of Franklin provided to Unique

     Section 2.24 Non-Compliance with Laws etc.

     Section 2.26 Inventory

     Section 4.4(f) Commitments Outside Ordinary Course of Business

     Section 4.4(g) Payments Outside Ordinary Course of Business

                             Exhibits

Form of Escrow Agreement                                         1.2
Form of Assignment, Assumption and Cancellation Agreement        8.1(i)
Form of Employment Agreement                                     9.1(f)
Form of Non-Competition Agreement                                9.1(g)
Form of Lease Consent and Acknowledgement, Assignment
     of Purchase Option and Indemnification Agreement            9.1(m)
Form of Indemnification Agreement                                9.2(g)

EX-2

Exhibit 2.2 

                         ESCROW AGREEMENT


     THIS ESCROW  AGREEMENT is entered into as of this 30th day of April,  1998,
by and among Unique Mobility,  Inc., a Colorado corporation ("Unique"),  Michael
Franklin and Deborah  McNatt (the  "Shareholders")  and Norwest  Bank  Colorado,
N.A.(the  "Escrow  Agent").  

     W I T N E S S E T H : WHEREAS,  Unique and the  Shareholders  have prior to
the  execution of this Escrow  Agreement  entered into an Agreement  and Plan of
Merger and Reorganization dated as of April 30, 1998 (the "Agreement"); WHEREAS,
pursuant to the terms of the Agreement, the Shareholders have agreed that of the
total  number  of  shares of  Unique'  Common  Stock  being  transferred  to the
Shareholders  (the  "Shares"),   69,000  of  the  Shares  of  Michael  Franklin,
represented  by  certificate  number  10732,  and 6,000 of the Shares of Deborah
McNatt,  represented by certificate  number (the  "Escrowed  Shares")10734,  and
assignments  of such  shares in blank,  shall be held in Escrow  pursuant to the
terms of this Escrow Agreement;  and WHEREAS,  in accordance with the provisions
of the  Agreement,  Norwest Bank  Colorado,  N.A. is designated to act as Escrow
Agent  for the  parties  hereto  under the terms of this  Escrow  Agreement  and
pursuant to the terms of the  Agreement,  the pertinent  provisions of which are
incorporated herein by reference.
     
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

     (1) Appointment of Escrow Agent. Unique and the Shareholders hereby appoint
Norwest Bank  Colorado,  N.A. as Escrow Agent and such person  hereby  agrees to
serve as Escrow  Agent  pursuant to the terms of this Escrow  Agreement  and the
Agreement.  In the  event of any  conflict  between  the  terms  of this  Escrow
Agreement and the Escrow Agreement  prepared by Escrow Agent and executed by the
parties  hereto on the date  hereof,  the terms of this Escrow  Agreement  shall
control.  

     (2) Deposit of Escrow Shares.  Pursuant to the terms of the Agreement,  the
Shareholders agree to assign, transfer and deliver all of the Escrowed Shares to
the Escrow Agent.  The Escrowed Shares shall be evidenced by stock  certificates
endorsed  in  blank by the  Shareholders  or with  attached  stock  powers  duly
executed  in blank by the  Shareholders  in proper form for  transfer,  with all
signatures   guaranteed  and  all  required  stock  transfer  stamps   attached.
Thereafter, Escrow Agent shall hold the Escrowed Shares pursuant to the terms of
this Escrow  Agreement and the  Agreement.  The Escrow Agent shall also hold any
and all Escrowed Funds pursuant to the terms of this Escrow Agreement.  The term
"Escrowed  Funds"  shall  include  sale  proceeds  from  the  sale of any of the
Escrowed Shares  pursuant to the terms of this Escrow  Agreement and interest or
other amounts  earned on such proceeds.  Dividends  paid on the Escrowed  Shares
shall be paid to the Shareholders.  

     (3) Administration and Investment of Stock Certificates and Escrowed Funds.
The Escrow Agent agrees to receive and hold in escrow the Escrowed Shares and/or
Escrowed Funds pursuant to the terms of the Agreement and this Escrow  Agreement
and to  perform  the  acts  and  duties  imposed  upon it under  the  terms  and
conditions of both this Escrow Agreement and the Agreement. Upon written request
of the  Shareholders,  the  Escrow  Agent  shall  sell all or a  portion  of the
Escrowed Shares pursuant to instructions  provided by the Shareholders  provided
such sale can be made pursuant to the terms of the  Agreement.  The Escrow Agent
shall invest and reinvest the Escrowed Funds in savings  accounts,  money market
funds, other short-term  investment vehicles which will not incur a penalty upon
withdrawal  and which are FDIC  insured  instruments  of  United  States  banks,
short-term  securities  issued  by  the  United  States  Government,   or  other
investments if authorized by both Unique and the  Shareholders  in writing.  All
interest, dividends and other amounts earned or paid on the Escrowed Funds shall
be held by the Escrow Agent until  released  pursuant to this Escrow  Agreement.

     (4)  Disbursement  of Escrowed  Funds and Escrowed  Shares;  Termination of
Escrow Agreement.  Pursuant to the terms of the Agreement,  the Escrow Agent may
satisfy  any  and  all  claims  of  Unique  for  which  Unique  is  entitled  to
reimbursement (such as in the event of a post-closing adjustment to the purchase
price) or indemnification pursuant to the terms of the Agreement (collectively a
"Claim" or "Claims") by transferring  all or a portion of the Escrowed Shares or
Escrowed Funds to Unique to satisfy all such Claims.  Any such transfer may only
be made upon the unanimous  agreement of the Shareholders or pursuant to a valid
court order,  binding  arbitration award or authorization as provided for herein
or in Article X of the  Agreement.  In  satisfying  such Claims the Escrow Agent
shall first disburse the Escrowed Shares or a portion thereof to Unique.  To the
extent  any such  Claim  is not  fully  satisfied  after  disbursing  all of the
Escrowed  Shares,  the Escrow Agent shall  disburse  the  Escrowed  Funds or the
portion  thereof  necessary  to satisfy any such Claim to Unique.  The  Escrowed
Shares shall be valued at $7.85 per share,  subject to adjustment to reflect any
stock split or stock  dividend  paid on the Escrowed  Shares (the "Unique  Share
Value") for purposes of satisfying all such Claims regardless of what the market
value may be at the time any such Claim is satisfied.  Upon written notification
from  Unique  and the  Shareholders,  or upon the 24 month  anniversary  of this
Escrow Agreement,  whichever is earlier, Escrow Agent shall disburse the balance
of the  Escrowed  Shares  and  Escrowed  Funds to the  Shareholders  or,  if any
Shareholder has died, to his estate.  Notwithstanding  the foregoing,  if on the
date of the escrow share  distribution  to the  Shareholders as set forth above,
there shall be a pending Claim, there shall be withheld from the Escrowed Shares
distribution  and  retained in escrow that  number of Escrowed  Shares  having a
value  (determined on the basis of the Unique Share Value) and Escrowed Funds if
necessary,  equal to the  amount  reasonably  estimated  by  Unique to cover the
reimbursement  or  indemnification  obligation of the  Shareholders for any such
pending Claims.  Any action which has been threatened by a third party, which if
brought might  constitute a Claim,  shall be considered a pending Claim.  Unique
shall  notify the  Shareholders  and Escrow Agent in writing of any Claim or any
such pending  Claims prior to the scheduled 24 month  termination of this Escrow
Agreement.  Upon the  disbursement  of all Escrowed Funds and/or delivery of the
Escrowed  Shares,  including those which continue to be held in Escrow after the
24 month  anniversary of this Escrow  Agreement,  this Escrow Agreement shall be
terminated.  

     (5) Voting Rights, Stock Splits, etc. The Shareholders shall have the right
to vote the  Escrowed  Shares  during  the time such  shares  are held in escrow
pursuant  hereto.  All  shares of Unique  Common  Stock  payable  in  respect of
Escrowed  Shares as a result of any stock split or other  non-cash  distribution
(including a stock  dividend)  shall be  deposited  with the Escrow Agent by the
Shareholders,   together  with   appropriate   stock  powers   executed  by  the
Shareholders.  

     (6) Deposit Records.  The Escrow Agent shall forward all account records or
statements  related to the Escrowed Shares or Escrowed Funds and interest earned
thereon to Unique and the Shareholders. The Escrow Agent shall deliver to Unique
and the  Shareholders,  upon final  disbursement,  a complete  accounting of all
transactions  relating  to this  Escrow  Agreement.  The  Shareholders  shall be
responsible  for any income tax or other tax,  federal  and state,  levied  upon
interest  earned on the  Escrowed  Funds or  dividends  declared on the Escrowed
Shares.  

     (7)  Provisions  Concerning  Escrow  Agent.  

     (a) The Escrow  Agent shall be entitled to rely,  and shall be protected in
acting or refraining from acting,  upon any instruction,  document or instrument
furnished to them  hereunder and believed by it to be genuine and believed by it
to have been signed or presented by Unique or the  Shareholders.  Nothing herein
contained  shall be deemed to impose upon the Escrow  Agent any duty to exercise
discretion,  it being the  intention  hereof that the Escrow  Agent shall not be
obligated to act except upon written instructions or direction. The Escrow Agent
shall not be liable for any action (or  refraining  from any action) taken by it
in good faith and believed by it to be authorized or within the rights or powers
conferred upon it in this Escrow  Agreement or the  Agreement.  The Escrow Agent
may  consult  with  counsel  of its  choice  and  shall be fully  protected  and
indemnified in acting or refraining to act in good faith in accordance  with the
opinion of such counsel.  

     (b) The Escrow  Agent shall be  entitled to a $1,500 fee and  reimbursement
for out-of-pocket expenses, including, but not limited to, reasonable attorneys'
fees incurred in connection with the performance of its duties hereunder,  to be
paid by Unique.  The Escrow  Agent shall not  collect any fee from the  Escrowed
Shares  or  Escrowed  Funds.  

     (c) Unique and the Shareholders each agree to indemnify and hold the Escrow
Agent harmless against any and all loss,  damage,  liability or expense incurred
arising out of or in  connection  with the  acceptance of its position as Escrow
Agent and the  administration of this Escrow Agreement,  including the costs and
expenses of defending  against any claim in connection  with the  performance of
its duties  hereunder;  provided,  however,  that the Escrow  Agent shall not be
indemnified for any loss, damage,  liability or expense caused by or arising out
of such Escrow Agent's gross negligence, willful misconduct or failure to act in
good  faith.  

     (d) It shall be the Escrow Agent's  responsibility  for the  safekeeping of
the Escrowed Funds and Escrowed  Shares,  the  disbursement and delivery of such
Escrowed Funds and Escrowed Shares in accordance with this Escrow  Agreement and
the Agreement,  and the  maintenance  of records in accordance  with this Escrow
Agreement,  and the Escrow  Agent shall not be required to take any other action
with reference to any matters which might arise in connection  with the Escrowed
Funds,  the Escrowed Shares or this Escrow  Agreement.  

     (e) If any disagreement  should arise among Unique or the Shareholders with
respect to this Escrow  Agreement,  the Escrowed Funds or Escrowed  Shares,  the
Escrow  Agent  shall  have  the  absolute  right  to do  either  or  both of the
following:  

          (i) withhold or stop all performance under this Escrow Agreement (save
     and except the safekeeping of the Escrowed Funds and Escrowed Shares) until
     the Escrow Agent is satisfied that such disagreement has been resolved;  or
     (ii)  file a suit in  interpleader  and  obtain  an  order  from a court of
     appropriate jurisdiction requiring all persons involved to litigate in such
     court their  respective  claims  arising out of or in  connection  with the
     Escrowed Funds or the Escrowed  Shares.  

     (f) The Escrow  Agent is  authorized  to  disregard  any and all notices or
instructions  given it by Unique or the  Shareholders,  or by any other  person,
firm or  corporation,  except only such notices or  instructions as are provided
for  herein  or any order or  process  of any court  with  jurisdiction.  If any
property held hereunder is at any time attached, garnished, or levied upon under
any court order or by federal, state or local taxing authorities, or in case the
payment, assignment, transfer, conveyance or delivery of any such property shall
be stayed or  enjoined  by any court  order,  or in case any order,  judgment or
decree shall be made or entered by any court affecting such property or any part
thereof,  then and in any of such events, the Escrow Agent is authorized to rely
upon and comply with any such order, writ, levy,  judgment or decree which it is
advised by legal  counsel  of its own  choosing  is  binding  upon it; and if it
complies with any such order,  writ, levy,  judgement or decree, it shall not be
liable to any of the parties hereto,  or any other person,  firm or corporation,
by reason of such compliance  even though such order,  writ,  levy,  judgment or
decree may be subsequently reversed,  modified,  annulled, set aside or vacated.

     (g) The Escrow  Agent  shall not be  required  or have a duty to notify any
person of any payment or the maturity of any security  held  hereunder nor shall
it be required to take any legal action to enforce  payment of any security held
hereunder.  

     (h) The  Escrow  Agent  shall not be  responsible  for the  sufficiency  or
accuracy  of the form,  execution,  validity  or  genuineness  of  documents  or
securities now or hereafter deposited  hereunder,  or of endorsement thereon, or
for any lack of endorsement  thereon, or for any description  therein, nor shall
it be responsible or liable in any respect on account of the identity, authority
or rights of the persons  executing or  delivering  or  purporting to execute or
deliver any such document,  security,  endorsement or escrow  instructions.  (i)
Upon the  resignation  of the  Escrow  Agent,  the  Shareholders  and Unique may
jointly appoint a successor Escrow Agent.

     (8)  Miscellaneous.  

     (a) This Escrow  Agreement shall be governed by and construed in accordance
with the laws of the  State of  Colorado.  The  parties  hereto  consent  to the
jurisdiction  of the courts of the State of  Colorado  to resolve  any  disputes
hereunder.  

     (b) This  Escrow  Agreement  shall be binding  upon and shall  inure to the
benefit of the parties  hereto,  their heirs,  administrators,  representatives,
successors and assigns. 

     (c) All notices and communications  hereunder shall be in writing and shall
be deemed to be duly given if delivered in accordance  with the giving of notice
requirements  set  forth in the  Agreement.  

     (d) This Escrow  Agreement  may be executed in any number of  counterparts,
each of which shall be an original,  but all of which together shall  constitute
one and the same  instrument.  

     (e) All  capitalized  terms  used in this  Escrow  Agreement  which are not
otherwise  defined  herein  shall  have  the  meaning  assigned  to  them in the
Agreement unless the context hereof otherwise requires.  

     IN WITNESS WHEREOF, the parties have signed this Escrow Agreement as of the
date first above written.

Unique:  UNIQUE MOBILITY, INC.


By:/s/ Donald A. French
Donald A. French, Treasurer

Shareholders:
/s/Michael Franklin
___________________________
MICHAEL FRANKLIN

/s/Deborah McNatt
___________________________
DEBORAH MCNATT

Escrow Agent:

NORWEST BANK COLORADO, N.A.

By:
__________________________
 

EX-2

Exhibit 2.3

                     UNIQUE MOBILITY, INC.
                      EMPLOYMENT AGREEMENT

     This Employment  Agreement  ("this  Agreement") is executed this 1st day of
May, 1998 by and between Michael  Franklin  ("Executive")  and Unique  Mobility,
Inc., a Colorado corporation ("Employer").

     In  consideration   of  the  mutual  promises,   covenants  and  conditions
hereinafter set forth, Employer and Executive agree as follows:

     1.  Employment.  Employer  hereby  agrees to employ  Executive  as its Vice
President--  Electronics  Manufacturing  for the term of  employment  set  forth
herein,  and Executive  hereby accepts such  employment,  all upon the terms and
conditions hereinafter set forth.

     2. Duties.  Executive shall perform the duties assigned to Executive by and
subject to the control,  supervision  and  direction of the Board of  Directors.
Executive shall serve as President of Franklin Manufacturing Company, Employer's
wholly-owned subsidiary, for no additional compensation.

     3.  Performance.  During  the term of  Executive's  employment  under  this
Agreement  and any renewal  thereof,  Executive  shall devote  Executive's  best
efforts and full working time and attention  exclusively  to the  performance of
the duties  hereunder and to promoting and  furthering the business of Employer,
and shall not,  during the term of employment,  be engaged in any other business
activity for personal pecuniary advantage. This paragraph shall not be construed
as preventing Executive from investing Executive's assets in such form or manner
as will not require any services on the part of  Executive  in the  operation of
the affairs of the companies in which such investments are made,  subject to the
provisions of Paragraph 14 hereof.  Notwithstanding the foregoing, Executive may
perform and assume other  activities  and  obligations as the Board of Directors
shall from time to time approve.

     4. Term of Employment, Expiration and Termination.

     (a) Subject to the  provisions  of Paragraph  13, the term of employment of
Executive  pursuant to this  Agreement  shall commence on May 1, 1998, and shall
continue through April 30, 2001 (the "Term").

     (b) On  termination  of  Executive's  employment  for cause during the Term
pursuant to Paragraph 13(a), Executive shall receive no further salary.

     (c) On termination of Executive's  employment without cause during the Term
pursuant to  Paragraph  13(c),  Executive's  salary  shall  continue  during the
remainder of the Term.

     (d) Upon the  expiration of this  Agreement or  termination  of Executive's
employment,  Executive or Executive's  legal  representative  upon request shall
promptly  deliver to Employer all originals and all  duplicates or copies of all
documents,   records,  notebooks  and  similar  repositories  of  or  containing
Confidential  Information  as defined in  Paragraph  15 then in his  possession,
whether prepared by Executive or not.

     5.  Compensation.  For the services to be rendered by Executive  hereunder,
Employer  agrees to pay Executive  during the term of employment,  and Executive
agrees to accept:

     (a) An annual base salary of $140,000. Executive's annual base salary shall
not be decreased during the Term.

     (b) Executive's salary shall be paid in equal semi-monthly  installments on
the 15th and final day of each month during the term of his employment.

     (c) Executive  shall receive fringe  benefits in accordance with Employer's
policies and practices for employees generally  (including,  without limitation,
participation  in any stock option plans,  life and disability  insurance plans,
health care and hospitalization  plans,  medical and dental reimbursement plans,
profit sharing  plans,  retirement  plans and other employee  benefit plans) for
which  Executive is qualified.  At  Employer's  expense  Executive  shall have a
medical  exam every  year.  In  addition to the  foregoing,  Executive  shall be
provided the use of an  automobile  for combined  business and personal use. The
lease cost of such automobile shall not exceed $815 per month.

     (d) During the last quarter of each fiscal year of Employer, Employer shall
review  Executive's  performance  under this  Agreement and establish  goals and
objectives for Executive's performance for the next fiscal year. In such review,
Employer, in its reasonable  discretion,  shall consider increasing  Executive's
salary  and   compensation   based  on  relevant  factors  such  as  Executive's
performance,  Employer's  accomplishments,  increase or decrease in  Executive's
responsibilities,  and cost of living increases.  Any salary increases  normally
are to be effective on January 1 of each year.

     (e)  Employer  has  adopted  a  bonus  plan  to  be   administered  by  its
Compensation Committee and in the Compensation  Committee's discretion may award
bonuses  and  stock  options  to  Executive  on  terms to be  determined  by the
Compensation  Committee.  Executive  acknowledges  that there have been no bonus
awards  to  date.  As soon  as  practicable  after  the  effective  date of this
agreement, Executive shall receive a grant of options to purchase 100,000 shares
at an exercise price determined based on the "Fair Market Value" of the stock as
defined  under  Employer's  Stock Option  Plan,  on the date of the grant of the
option.  The options shall be  exercisable  for 10 years and shall be subject to
vesting restrictions imposed by Employer.

     6. Working Facilities. Executive shall be furnished with appropriate office
space,  secretarial  assistance,  and such other  facilities and services as are
suitable to Executive's position and adequate for the performance of Executive's
duties.

     7. Expenses. Employer shall reimburse Executive for all reasonable expenses
that Executive  incurs in connection with the business of Employer or any of its
subsidiaries and in the performance of Executive's  duties under this Agreement.
Employer shall also reimburse Executive for membership fees and expenses related
to Executive's  membership in professional  organizations,  clubs, societies and
groups as may be approved by the Board of Directors  from time to time,  subject
to such rules, regulations and record-keeping requirements as may be established
from time to time by the  Board.  Employer  shall  reimburse  Executive  for all
reasonable  closing  costs  from the sale of his home  and  moving  expenses  if
Executive is required by Employer to relocate to Colorado.

     8.  Vacations.  Executive shall be entitled each year to a vacation of four
weeks,  during which time his compensation shall be paid in full.  Vacation time
accrued during each calendar year must be used by the end of each calendar year,
or will be lost,  and will  not  accrue  from  one  calendar  year to the  next.
Exceptions to the foregoing  non-accrual  policy may be provided under terms and
conditions  approved in writing by  resolution  of the Board of Directors or its
compensation  committee  in such  body's  sole  discretion  based  on  prolonged
extra-ordinary work demands preventing Executive's timely taking vacation.

     9.  Death  or  Disability.  If  Executive  dies  or is  unable  to  perform
Executive's  services  by reason of illness or  incapacity  for a period of more
than six (6) consecutive  months, and subject to the provisions of Paragraph 10,
Employer may terminate Executive's  employment.  Employer shall receive a credit
against Executive's salary for any disability  compensation benefit for the same
calendar  period  received  by  Executive  from  Worker's  Compensation  or  any
commercial insurance carrier under Paragraph 10.

     10. Insurance for the Benefit of Executive.

     (a) Subject to the provisions of Paragraph 5(c), Executive shall be covered
by Employer's medical and disability  insurance in effect from time to time, the
premiums for which shall be paid for by Employer.

     (b)  Employer   shall  at  its  expense   continuously   maintain   without
interruption in the name of Executive or Executive's designee or for the benefit
of Executive or Executive's designee, life insurance coverage in an amount equal
to  Executive's  then  current  salary for a period of three  years,  subject to
Executive being insurable at a cost comparable to Employer's other executives.

     11.  Insurance for the Benefit of Employer.  Employer  shall have the right
from time to time to apply for and take out in its name and at its own  expense,
life,  health or other  insurance upon Executive in any sum or sums which may be
deemed  necessary by Employer to protect its interest  under this  Agreement and
Executive  shall  do all  such  things  as may be  necessary  to  assist  in the
procuring of such  insurance by making a proper  application  therefor as may be
required by the  insurance  company and  submitting  to the usual and  customary
medical  examinations.  Executive,  in Executive's capacity as Executive,  shall
have no right, title or interest in or to such insurance,  but the same shall be
solely for the benefit of Employer and any amounts payable  thereunder  shall be
solely payable to such Employer.

     12. Representation and Warranty.  Executive represents and warrants that he
is not now, and will not be on the date of  commencement  of this  Agreement,  a
party to any agreement, contract or understanding, whether of employment, agency
or  otherwise,  which  would in any way  restrict  or  prohibit  Executive  from
undertaking and performing  Executive's  duties in accordance with the terms and
provisions of this Agreement.

     13. Termination by Employer.

     (a) Employer  may  terminate  Executive's  employment  for cause,  which is
defined as follows:

          (i)  Fraud, malfeasance,  or embezzlement against Employer's assets or
               conviction of any felony;

          (ii) Except under  circumstances  of  disability  contemplated  by the
               provisions of Paragraph 9, cessation of  Executive's  performance
               of Executive's  duties  hereunder or deliberate  and  substantial
               failure to perform them in a capable and conscientious manner;

          (iii) Violation of the provisions of Paragraph 12; or

          (iv) Deliberate  and  substantial   breach  of  Executive's   material
               obligations  under any other  provision  hereof that is not cured
               within 30 days after notice to Executive of the breach.

     (b) Should the Board of Directors of Employer  determine  cause exists,  as
defined in  Subparagraph  (a), to  terminate  Executive's  employment,  prior to
termination  for such cause,  Employer  shall provide  Executive  written notice
reasonably describing the basis for the contemplated termination and a two- week
period of time in which to respond in writing and in person prior to  Employer's
final  determination  of cause.  During the period between such notice and final
determination, the Board may suspend the performance of Executive's duties under
this  Agreement  and  direct  Executive's   non-attendance  at  work.   However,
Executive's  right to compensation  under this Agreement shall continue  through
and to any final termination of employment for cause.

     (c) Employer may  terminate  Executive's  employment  upon three (3) months
notice  without  cause,  subject to the  applicable  provisions  of Paragraph 4.
During the period  between  such notice and final  determination,  the Board may
suspend the  performance of  Executive's  duties under this Agreement and direct
Executive's non-attendance at work.

     14. Confidentiality.

     (a) Definitions.  For purposes of this Agreement, the following definitions
shall apply:

          (i)  "Inventions"    shall   mean   all   inventions,    improvements,
               modifications, and enhancements,  whether or not patentable, made
               by  Executive  within  the  scope of  Executive's  duties  during
               Executive's mployment by Employer.

          (ii) "Confidential  Information"  shall  mean  Employer's  proprietary
               know-how  and  information  disclosed by Employer to Executive or
               acquired by Executive from Employer during Executive's employment
               with Employer about  Employer's  plans,  products,  processes and
               services,  which Employer  protects  against  disclosure to third
               parties.    ConfidentialInformation   shall   not   include   the
               Executive's  general knowledge and experience  possessed prior to
               or obtained during his/her employment with Employer.

     (b) Restrictions on Disclosure.

          (i)  During the period of  employment  with  Employer and  thereafter,
               Executive  shall not  disclose  Confidential  Information  to any
               third  parties  other  than  Employer,  its  employees,   agents,
               consultants,  contractors and designees without the prior written
               permission of Employee,  or use Confidential  Information for any
               purpose other than the conduct of Employer's business.

          (ii) The restrictions on disclosure and use set forth herein shall not
               apply to any Confidential Information which:

               A.   At the  time of  disclosure  to  Executive  by  Employer  is
                    generally  available  to the  public or  thereafter  becomes
                    generally   known  to  the  public,   through  no  fault  of
                    Executive;

               B.   Was known by  Executive  prior to  his/her  employment  with
                    Employer;

               C.   Executive at any time  receives from a third party not under
                    any obligation of secrecy or confidentiality to Employer;

               D.   Employer discloses to a third party not under any obligation
                    of secrecy or confidentiality to it; and

               E.   Executive is requested or required to disclose pursuant to a
                    subpoena or order of a court or other  governmental  agency,
                    in which case  Executive  shall  notify  Employer  as far in
                    advance of disclosure as is practicable.

     (c)  Obligations  Regarding  Inventions.  Without  any royalty or any other
additional  consideration  to Executive:  (i) Executive  shall  promptly  inform
Employer of any Inventions by a written report, setting forth the conception and
reduction to practice of all inventions;  (ii) Executive hereby agrees to assign
and  assigns  to  Employer  all of his  right,  title and  interest:  (1) to any
Inventions made during the term of his employment by Employer (including without
limitation  the right to  license  or sell such  Invention  to  others),  (2) to
applications  for United States and foreign  letters  patent,  and (3) to United
States and  foreign  letters  patent  granted  upon such  Inventions;  and (iii)
Executive  agrees upon  request and at the sole cost and expense of Employer to,
at all  times,  do such  acts  (such  as  giving  testimony  in  support  of his
inventorship)  and  execute  and  deliver  promptly  to  Employer  such  papers,
instruments,  and  documents  as from time to time may be necessary or useful to
apply for, secure, maintaining, reissue, extend or defend Employer's interest in
any Inventions or any or all United States and foreign letters patent,  so as to
secure  Employer the full benefits of any Inventions or discoveries or otherwise
to carry into full force and  effect  the  intent of the  assignment  set out in
subparagraph 14(c)(ii).

     (d) Remedies. Executive acknowledges and agrees that Executive's disclosure
of any Confidential  Information would result in irreparable injury to Employer.
Executiv acknowledges and agrees that the Confidential Information is non-public
information  which Employee has expanded  substantial  time, money and effort to
develop  and is property  considered  "Trade  Secrets"  of  Employer  within the
meaning of Colorado law. Therefore,  upon the breach or threatened breach of the
covenants in this  paragraph by Executive,  Employer shall be entitled to obtain
from any court of competent  jurisdiction a preliminary and permanent injunction
prohibiting  such disclosure and any other equitable relief that the court deems
appropriate. In addition, Employer shall be entitled to seek damages.

     (e) Any Confidential Information that is directly or indirectly originated,
developed  or  perfected  to any  degree  by  Executive  during  the term of his
employment by Employer shall be and remain the sole property of Employer.

     15. Resolution of Disputes.  In addition to any other remedies available to
Employer,  Employer  shall be entitled to specific  performance of the covenants
contained in Paragraph 14. If either party is successful in enforcing its rights
under this Paragraph 15, the  unsuccessful  party shall reimburse the successful
party for all of the costs of such  enforcement,  including  but not  limited to
costs,  litigation expenses and reasonable attorneys' fees. Except for an action
to interpret or enforce Paragraph 14, any controversy or claim arising out of or
relating to the interpretation,  alleged breach or enforcement of this Agreement
shall be settled by arbitration before a single arbitrator in Denver,  Colorado,
in  accordance  with  the  commercial  rules  then  in  effect  of the  American
Arbitration Association, Colorado Revised Statutes pertaining to the arbitration
of  civil  disputes.  The  arbitrator,  who  shall be a  person  experienced  in
negotiating and making employment  agreements and resolving  employment disputes
and in any other pertinent areas of law, shall make reasonably detailed findings
to support any decision and award.  The award of the  arbitrator  shall be final
and  binding  and  may be  entered  as a  judgment  in any  court  of  competent
jurisdiction.  As part of the award in any arbitration or judicial  proceedings,
the prevailing  party may be awarded its  reasonable  attorneys'  fees,  witness
fees,  expert  witness fees and related costs and expenses in the  discretion of
the arbitrator.

     16. Notices. All notices under this Agreement shall be delivered by hand or
by  registered  or  certified  mail.  Notices  intended for  Executive  shall be
addressed to Executive at 3081 Elm Point Industrial Drive, St. Charles, Missouri
63301.  Notices  intended for Employer shall be addressed to it at 425 Corporate
Circle,  Golden,  Colorado  80401.  All notices  shall be effective  upon actual
delivery if by hand, or, if by mail,  five (5) days after being deposited in the
United States mail,  postage  prepaid and addressed as required by this section.
Either party may by notice  accomplished  in accordance  with this  Paragraph 16
change the address to which future notices may be sent.

     17. Miscellaneous Provisions.

     (a) This Agreement  contains the entire  agreement  between the parties and
supersedes  all  prior  agreements  and it shall  not be  amended  or  otherwise
modified  in any manner  except by an  instrument  in writing  executed  by both
parties.

     (b) Neither this  Agreement  nor any rights or duties under this  Agreement
may be assigned or delegated by either party unless the other party  consents in
writing.

     (c) Except as otherwise  provided  herein,  this Agreement shall be binding
upon the  inure to the  benefit  of the  parties  and  their  respective  heirs,
personal representatives, successors and assigns.

     (d) This  Agreement has been entered into in Colorado and shall be governed
by the laws of that state.

     (e) In fulfilling  their  respective  obligations  under this Agreement and
conducting  themselves  pursuant to it, each party shall act  reasonably  and in
good faith.

     (f) If any  provisions  of this  Agreement  shall be held to be  invalid or
unenforceable  for any reason,  the invalid or unenforceable  provision shall be
deemed  severed  from this  Agreement  and the balance of this  Agreement  shall
remain in full force and effect and be enforceable in accordance with its terms.

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

EXECUTIVE:
/s/Michael Franklin
_______________________
MICHAEL FRANKLIN


EMPLOYER:

UNIQUE MOBILITY, INC.

By:/s/Donald A. French
     ___________________________
     Donald A. French, its Treasurer

EX-2

Exhibit 2.4
                    NON-COMPETITION AGREEMENT


     This agreement,  entered into as of the 30th day of April,  1998, is by and
between Unique Mobility, Inc. ("Unique") and Michael G. Franklin ("Employee").

                            RECITALS

     A. Pursuant to a Share  Exchange  Agreement (the  "Agreement")  dated as of
April 30, 1998 by and among Unique,  Franklin  Manufacturing Company, a Missouri
corporation ("Franklin"),  and the shareholders of Franklin, Unique is acquiring
all of the shares of the capital stock of Franklin.

     B.  Employee is a key employee of Unique and the principal  shareholder  of
Franklin.  Unique desires to protect its investment in its business by providing
certain limited restrictions on Employee's business activities.

                            AGREEMENT

     NOW, THEREFORE, the parties hereto agree as follows:

     1. Protection of Trade Secrets and Confidential Information.

     (a) Definition of "Confidential  Information."  "Confidential  Information"
means all nonpublic  information  concerning or arising from Unique's  business,
including  particularly  but  not by  way  of  limitation  trade  secrets  used,
developed or acquired by Unique in  connection  with its  business;  information
concerning  the  manner and  details of  Unique's  operation,  organization  and
management;  financial  information  and/or  documents and  nonpublic  policies,
procedures and other printed or written material generated or used in connection
with Unique's business;  Unique's business plans and strategies;  the identities
of Unique's customers and the specific individual customer  representatives with
whom Unique works; the details of Unique's  relationship with such customers and
customer  representatives;  the  identities  of  distributors,  contractors  and
vendors utilized in Unique's business; the details of Unique's relationship with
such distributors,  contractors and vendors; the nature of fees and charges made
to Unique's  customers;  nonpublic forms,  contracts and other documents used in
Unique's business;  the nature and content of computer software used in Unique's
business,  whether  proprietary to Unique or used by Unique under license from a
third party; and all other information concerning Unique's concepts,  prospects,
customers,  employees,  contractors,  earnings, products,  services,  equipment,
systems,   and/or   prospective  and  executed   contracts  and  other  business
arrangements.

     (b) Employee's Use of Confidential  Information.  Except in connection with
and in furtherance of Employee's  work on Unique's  behalf,  Employee shall not,
without  Unique's prior written  consent,  at any time,  directly or indirectly,
use,  disclose or otherwise  communicate  any  Confidential  Information  to any
person or entity.

     (c)  Acknowledgments.  Employee  acknowledges  that during the term of this
agreement,  Employee will have access to Confidential Information,  all of which
shall  be  made  accessible  to  Employee  only  in  strict   confidence;   that
unauthorized  disclosure  of  Confidential   Information  will  damage  Unique's
business;  that  Confidential  Information  would be  susceptible  to  immediate
competitive  application by a competitor of Unique's;  that Unique's business is
substantially  dependent on access to and the continuing secrecy of Confidential
Information; that Confidential Information is unique to Unique and known only to
Employee,  Unique and certain key  employees  and  contractors  of Unique;  that
Unique  shall at all times  retain  ownership  and  control of all  Confidential
Information;   and  that  the  restrictions  contained  in  this  paragraph  are
reasonable and necessary for the protection of Unique's business.

     (d) Records  Containing  Confidential  Information.  All documents or other
records  containing  or  reflecting  Confidential   Information   ("Confidential
Documents")  prepared by or provided to Employee are and shall  remain  Unique's
property. Except with Unique's prior written consent, Employee shall not copy or
use  any  Confidential  Document  for  any  purpose  not  relating  directly  to
Employee's work on Unique's  behalf,  or use,  disclose or sell any Confidential
Document to any party other than Unique.  Upon the termination of this agreement
or upon Unique's request,  Employee shall  immediately  deliver to Unique or its
designee (and shall not keep in Employee's possession or deliver to anyone else)
all  Confidential  Documents and all other  property  belonging to Unique.  This
paragraph  shall not bar  Employee  from  complying  with any  subpoena or court
order,  provided that Employee shall at the earliest  practicable date provide a
copy of the subpoena or court order to Unique's President.

     (e) Third-Parties'  Confidential  Information.  Employee  acknowledges that
Unique  has  received  and  in  the  future  will  receive  from  third  parties
confidential  or  proprietary  information,  and that Unique must  maintain  the
confidentiality  of  such  information  and  use it only  for  proper  purposes.
Employee shall not use or disclose any such  information  except as permitted by
Unique or the third party to whom the information belongs.

     (f) Employee's Former Employers' Confidential  Information.  Employee shall
not, during  Employee's  employment  with Unique,  improperly use or disclose to
Unique any  proprietary  information  or trade  secrets  belonging to any former
employer or any third party as to whom Employee owes a duty of nondisclosure.

     2.  Term.  The  term of this  agreement  is for a period  of  three  years,
commencing on the date hereof and terminating on April 30, 2001.

     3.   Noncompetition.

     (a)  Covenants.  During  the term of this  agreement,  Employee  shall not,
directly or indirectly, as an officer, director,  employee,  consultant,  owner,
shareholder,  adviser, joint venturer, or otherwise,  compete with Unique within
the  States  of  Colorado  or  Missouri  (the  "Protected  Region"):  (i) in the
manufacture of electronic controllers;  or (ii) in any other line of business in
which Unique was engaged at any time during the term of this agreement; or (iii)
in any other line of business into which  Unique,  during the term of Employee's
employment,  formed  an  intention  to  enter  during  the  term  of  Employee's
obligation not to compete, and which Unique's Board has disclosed to Employee in
writing  within ten days  following  the  termination  of this  agreement.  This
covenant shall not preclude  Employee from owning less than 2% of the securities
of any  competitor  of  Unique  if such  securities  are  publicly  traded  on a
nationally recognized stock exchange or over-the-counter market.

     (b)  Acknowledgments.  Employee  acknowledges that the foregoing geographic
restriction on competition is fair and reasonable, given the geographic scope of
Unique's business  operations and the nature of Employee's position with Unique.
Employee  also  acknowledges  that while  employed by Unique  Employee will have
access to information that would be valuable or useful to Unique's  competitors,
and therefore  acknowledges that the foregoing restrictions on Employee's future
employment   and  business   activities  are  fair  and   reasonable.   Employee
acknowledges  and is prepared for the possibility  that  Employee's  standard of
living may be reduced during the term of this agreement, and assumes and accepts
any risk associated with that possibility.

     (c) Acknowledgments of Law. Employee  acknowledges the following provisions
of Colorado Law, set forth in Colorado Revised Statutes 8-2-113(2):

     Any  covenant  not to compete  which  restricts  the right of any person to
receive  compensation  for  performance  of skilled or  unskilled  labor for any
employer shall be void, but this subsection (2) shall not apply to:

     (a) Any contract for the purchase and sale of a business or the assets of a
business;

     (b) Any contract for the protection of trade secrets;

     (c) Any  contract  provision  providing  for the recovery of the expense of
educating  and  training an employee  who has served an employer for a period of
less than two years;

     (d)  Executive  and  management  personnel  and officers and  employees who
constitute professional staff to executive and management personnel.

     Employee  acknowledges  that this agreement is a contract in recognition of
the  transfer  from  Employee  to  Unique  of his  interest  in  Franklin  under
8-2-113(2)(a);  and that this agreement is intended to protect the  Confidential
Information  identified  above  under  8-2-113(2)(b);  that  this  agreement  is
intended  to permit  Unique to recover  the expense of  educating  and  training
Employee in the event that Employee  serves Unique for a period of less than two
years, as contemplated by 8- 2-113(2)(c);  and that Employee is an executive and
management employee or professional staff to executive or management  personnel,
within the meaning of 8-2-113(2)(d).

     4. Non-Solicitation. During the term of this agreement, Employee shall not,
without Unique's prior written consent, directly or indirectly:

     (a) cause or attempt to cause any  employee,  agent or contractor of Unique
or  any  Unique  affiliate,  to  terminate  his  or her  employment,  agency  or
contractor  relationship  with  Unique or any  Unique  affiliate;  interfere  or
attempt to interfere  with the  relationship  between  Unique and any  employee,
contractor or agent of Unique; or hire or attempt to hire any employee, agent or
contractor of Unique or any Unique affiliate.

     (b) solicit  business  from any customer or client  served by Unique at any
point  during the term of this  agreement;  or interfere or attempt to interfere
with any transaction,  agreement or business relationship in which Unique or any
affiliate was involved at any point during the term of this agreement.

5.     Inventions.

     (a) Disclosure.  Upon Unique's request, Employee shall promptly disclose to
Unique,  in a manner  specified  by Unique in its sole  discretion,  all  ideas,
processes,   trademarks  and  service  marks,   inventions,   discoveries,   and
improvements  to any of the  foregoing,  that  Employee  learns  of,  conceives,
develops  or creates  alone or with  others  during  the term of this  agreement
(whether or not  conceived,  developed  or created  during  working  hours) that
directly or indirectly  arises from or relates to: (i) Unique's  business;  (ii)
work  performed for Unique by Employee or any other Unique  employee;  (iii) the
use of  Unique's  property  or time;  or (iv)  access to  Unique's  Confidential
Information and/or Confidential Documents.

     (b)   Assignment.   Employee  shall  assign  to  Unique,   without  further
consideration,  Employee's  entire  right  to any  concept,  idea  or  invention
described in the preceding  subparagraph,  which shall be the sole and exclusive
property of Unique  whether or not subject to patent,  copyright,  trademark  or
trade secret  protection under applicable law.  Employee also  acknowledges that
all original works of authorship  which are made by Employee  (solely or jointly
with  others),  within  the  scope  of  Employee's  employment,  and  which  are
protectable by copyright,  are "works made for hire," as that term is defined in
the United  States  Copyright  Act (17 U.S. C. 101). To the extent that any such
works,  by operation of law,  cannot be "works made for hire,"  Employee  hereby
assigns to Unique all right, title, and interest in and to such works and to any
related copyrights.

     (c) Additional  Instruments.  Employee shall promptly execute,  acknowledge
and deliver to Unique all additional instruments or documents deemed at any time
by Unique in its sole  discretion to be necessary to carry out the intentions of
this paragraph.

     6. Survival.  Employee's obligations under this agreement shall survive the
termination of Employee's employment and shall thereafter be enforceable whether
or not  such  termination  is  later  claimed  or  found  to be  wrongful  or to
constitute  or result in a breach of any  contract  or of any other duty owed or
claimed to be owed by Unique to Employee.

     7.  Remedies.  Employee  acknowledges  that upon a breach of any obligation
under this  agreement,  Unique will suffer  immediate and  irreparable  harm and
damage for which money alone cannot fully compensate Unique.  Employee therefore
agrees  that upon such  breach or threat of  imminent  breach of any  obligation
under this agreement, Unique shall be entitled to, and Employee shall not oppose
entry of, a  temporary  restraining  order,  preliminary  injunction,  permanent
injunction  or  other  injunctive  relief,  without  posting  any  bond or other
security,  barring  Employee from violating any such  provision.  This paragraph
shall not be construed as an election of any remedy, or as a waiver of any right
available to Unique under this agreement or the law, including the right to seek
damages from Employee for a breach of any provision of this agreement, nor shall
this  paragraph  be construed  to limit the rights or remedies  available  under
Colorado law for any violation of any provision of this agreement.

     8.  Miscellaneous.  (a) Heirs and Assigns.  This Agreement shall be binding
upon Employee's heirs, executors, administrators or other legal representatives,
shall inure to the benefit of Unique,  its  successors or assigns,  and shall be
freely  assignable  by Unique,  but not by Employee;  (b)  Governing  Law.  This
agreement and all other  disputes or issues  arising from or relating in any way
to Unique's  relationship  with  Employee,  shall be governed by the laws of the
State of  Colorado,  irrespective  of the choice of law rules of any state.  (c)
Severability.  If any court of competent  jurisdiction declares any provision of
this agreement  invalid or  unenforceable,  the remainder of the agreement shall
remain  fully  enforceable.  To the  extent  that any court  concludes  that any
provision of this  agreement  is void or  voidable,  the court shall reform such
provision(s)  to render  the  provision(s)  enforceable,  but only to the extent
absolutely necessary to render the provision(s)  enforceable and only in view of
the parties'  express  desire that Unique be  protected  to the greatest  extent
possible  under  applicable law from improper  competition  and/or the misuse or
disclosure  of  trade  secrets,   Confidential   Documents  and/or  Confidential
Information.  (d) Disputes.  Any action arising from or relating any way to this
agreement, or otherwise arising from or relating to Employee's's employment with
Unique,  shall be tried only in the state or federal courts  situated in Denver,
Colorado.  The parties consent to jurisdiction  and venue in those courts to the
greatest  extent  possible  under  law.  The  prevailing  party in any action to
enforce any provision of this  agreement  shall recover all costs and attorneys'
fees incurred in connection with the action.

EXECUTED this 30th day of April 1998.



Sign:/s/Michael Franklin
       __________________

Print name:Michael Franklin
           _________________

UNIQUE MOBILITY, INC.

By:/s/Donald A. French
    ___________________
     Donald A. French
     Treasurer