8-K

                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                                FORM 8-K

            Current Report Pursuant to Section 13 or 15(d)
              Under the Securities Exchange Act of 1934


                           Date of Report
                          January 13, 1999

                          _________________
                     Commission File Number 1-8662


                    PROACTIVE TECHNOLOGIES, INC.
              (formerly KEYSTONE MEDICAL CORPORATION)
       (Exact name of registrant as specified in its charter)

        Delaware                                23-2265039
    (State of Incorporation)          (IRS Employer Identification No.)

          7118 Beech Ridge Trail
           Tallahassee, Florida                         32312
  (Address of Principal Executive Offices)             (Zip Codes)

        Registrant's telephone number, including area code:
                         (850) 668-8500

_______________________________________________________________________

Item 1.       Changes in Control of Registrant
   
              Not Applicable

Item 2.       Acquisition or Disposition of Assets

      On December 30, 1998, the Company acquired 100% of the total 
issued and outstanding shares of West Side Investors, Inc., a Georgia
corporation, which owns P & W Stonebridge, LLC, and P & W Headland, LLC,
which own, respectively, the Headland-DeLowe Shopping Center located
in Atlanta, Georgia and Stonebridge Village Shopping Center, located in
DeKalb County, Georgia.

     The purchase price for West Side Investors, Inc. stock was the 
issuance of 3,100,000 shares of Proactive restricted common stock as 
follows: Arthur G. Weiss, 1,550,000 shares; Charles G. Weiss 775,000
shares; and Caroline Weiss Kyriopoulos, 775,000 shares.  Appraisals of 
the properties total $9,130,000.  The shopping centers are subject to 
a $7,886,000 non-recourse equal profit participating mortgage.  The 
consideration paid was determined as a result of arms-length negotiations 
between unrelated parties.

     Audited financial statements for West Side Investors, Inc. will be 
filed upon completion within sixty (60) days from the date hereof.

Item 3.       Bankruptcy or Receivership

              Not Applicable

Item 4.       Changes in Registrant's Certifying Accountant

              Not Applicable

Item 5.       Other Events

              Not Applicable

Item 6.       Resignations of Registrant's Directors
 
              Not Applicable

Item 7.       Financial Statements and Exhibits

              (a)    Financial Statements.

              As of the date of filing this Current Report on Form 8-K, 
it is impracticable for the Registrant to provide the financial 
statements, if any, required by Item 7(a) of Form 8-K.  In accordance
with Item 7(a)(4) of Form 8-K, such financial statements, if any, shall
be filed by amendment to this Form 8-K no later than 60 days after
January 13, 1999.

              (b)     Pro Forma Financial Information.

              As of the date of filing this Current Report on Form 8-K, 
it is impracticable for the Registrant to provide the pro forma financial 
information, if any, required by this Item 7(b) of Form 8-K.  In accordance
with Item 7(a)(4) of Form 8-K, such financial statements, if any, shall
be filed by amendment to this Form 8-K no later than 60 days after
January 13, 1999.

              (c)     Exhibits.

Exhibit 
Number                                Description
2.1*                  Agreement and Plan of Reorganization dated as of
                      December 28, 1998 among Registrant, Arthur Weiss
                      and Kay Weiss and West Side Investors, Inc.

*     In accordance with Item 601(b)(2) of Regulation S-K, the schedules
have been omitted.  There is a list of scedhules at the end of the Exhibit, 
briefly describing them.   The Registrant will furnish supplementally a 
copy of any omitted schedule to the Commission upon request.


Item 8.       Change in Fiscal Year

              Not Applicable

                             SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this registration statement to be signed on 
its behalf by the undersigned, thereto duly authorized.


                                    PROACTIVE TECHNOLOGIES, INC.
                                  

Dated:  January 13, 1999           /s/ Mark A. Conner
                                   By: _____________________________
                                   Mark A. Conner, President

EX-2.1

[DESCRIPTION]  PLAN OF REORGANIZATION

Exhibit 2.1 - Agreement and Plan of Reorganization by and Among Proactive
Technologies, Inc., Arthur Weiss and Kay Weiss and West Side Investors, 
Inc.

AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG PROACTIVE TECHNOLOGIES, 
INC., ARTHUR WEISS AND KAY WEISS AND WEST SIDE INVESTORS, INC.

THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is entered
into this 28th of December, 1998, by and among PROACTIVE TECHNOLOGIES,
INC., a Delaware corporation (hereinafter referred to as "Buyer"); 
and ARTHUR WEISS and KAY WEISS (hereinafter referred to as "Seller"),
being the sole shareholders of WEST SIDE INVESTORS, INC., a Georgia 
corporation (hereafter collectively referred to as "Company").

WHEREAS, Seller is the owner of record and beneficially owns Three 
Thousand (3,000) shares of the issued and outstanding shares of 
Common Stock of the Company (the "Shares");

WHEREAS, the Company owns 100% of P&W Stonebridge, L.L.C. and P&W 
Headland, L.L.C., both Georgia Limited Liability Companies (
collectively referred to as "P&W");

WHEREAS, the Shares represent 100% of all the issued and outstanding 
shares of the Company;

WHEREAS, Seller desires to sell all of the Shares to Buyer, and 
Buyer desires to purchase the Shares, upon the terms and conditions 
set forth herein; and

WHEREAS, the parties intend that the exchange of Shares for shares 
of Buyer's common stock, as contemplated herein, qualify as a tax 
free transaction under Section 368 of the Internal Revenue Code.

NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and for other good and valuable consideration, the 
receipt, adequacy and sufficiency of which are hereby acknowledged, 
and subject to the accuracy of the representations and warranties 
of the parties, the parties hereto agree as follows:

I.	SALE AND PURCHASE OF THE SHARES

1.1.	Sale and Purchase.  Subject to the terms and conditions hereof,
at the Closing (as defined in paragraph 1.2 below), Seller agrees to 
sell, assign, transfer, convey and deliver to Buyer, and Buyer agrees
to purchase from Seller, the Shares listed in Exhibit "A", attached 
hereto, which together constitute 100% of the issued and outstanding
Shares of Common Stock of the Company.
1.2.	Closing.  The purchase shall be consummated at a closing 
("Closing") to take place at 10:00 o'clock a.m., at the offices
of Buyer's counsel on December 30, 1998 ("Closing Date").
1.3.	Purchase Price.  The aggregate purchase price ("Purchase Price")
for the Shares shall be Three Million One Hundred Thousand (3,100,000)
shares of common stock of the Buyer ("Buyer Shares").  The purchase 
price shall be paid at Closing by issuance and delivery of Buyer's 
Shares to Seller against receipt of certificates representing the 
Shares, duly endorsed for transfer to Buyer.
1.4.	Allocation of Shares.  All shares of stock of Buyer to be issued
to Seller or his assigns pursuant to this Agreement shall be issued as
described in Exhibit "A" hereto.
1.5.	Other Agreements.  At the Closing, the indicated parties shall 
execute and deliver the following additional agreements in 
substantially the form attached hereto:
(a)	Execution of a Closing Certificate between the Company 
and the Seller.
(b)	Stock certificates representing all of the Shares, duly 
endorsed to Buyer and in blank or
1.6.	Basic Agreements and Transactions Defined.  This Agreement and
other agreements listed in paragraph 1.5 are sometimes referred to 
as the "Basic Agreement".  The transactions contemplated by the 
Basic Agreement are sometimes referred to as the "Transactions."
II.	REPRESENTATIONS AND WARRANTIES
2.1.	Representations and Warranties of Seller.  Seller represents 
and warrants to Buyer as follows:
(a)	Title to the Shares.  At Closing, Seller shall own of 
record and beneficially the number of the Shares listed in 
Exhibit "A", of the Company, free and clear of all liens, 
encumbrances, pledges, claims, options, charges and 
assessments of any nature whatsoever, with full right 
and lawful authority to transfer the Shares to Buyer.  
No person has any preemptive rights or rights of first 
refusal with respect to any of the Shares.  There exists
no voting agreement, voting trust, or outstanding proxy 
with respect to any of the Shares.  There are no 
outstanding rights, options, warrants, calls, commitments, 
or any other agreements of any character, whether oral or 
written, with respect to the Shares.
(b)	Organization.  The Company is a corporation duly 
incorporated, validly existing and in good standing under
the laws of the state of Georgia.  The Company has all 
requisite corporate power and authority to own, lease 
and operate its properties and to carry on its business.  
The Company is duly qualified and in good standing as a 
foreign corporation in each jurisdiction where its 
ownership of property or operation of its business 
requires qualification.
(c)	Authorized Capitalization.  The authorized capitalization
of the Company consists of One Million (1,000,000) shares of 
Common Stock, $1.00 par value, of which Three Thousand (3,000)
shares have been issued and are outstanding.  The Shares have 
been duly authorized, validly issued, are fully paid and 
nonassessable with no personal liability attaching to the 
ownership thereof and were offered, issued, sold and 
delivered by the Company in compliance with all applicable 
state and federal laws.  Except as set forth in Exhibit "D" 
attached hereto, the Company does not have any outstanding 
rights, options, warrants, calls, commitments, conversion 
or any other agreements of any character, whether oral or 
written, obligating it to issue any shares of its capital 
stock, whether authorized or not.  Except as set forth in 
Exhibit "E" attached hereto, the Company is not a party to 
and is not bound by any agreement, contract, arrangement or 
understanding, whether oral or written, giving any person or 
entity any interest in, or any right to share, participate 
in or receive any portion of, the Company's income, profits 
or assets, or obligating the Company to distribute any 
portion of its income, profits or assets.
(d)	Authority.  Seller has full power and lawful authority 
to execute and deliver the Basic Agreements and to consummate
and perform the Transactions contemplated thereby.  The Basic 
Agreements constitute (or shall, upon execution, constitute) 
valid and legally binding obligations upon Seller, enforceable
in accordance with their terms.  Neither the execution and 
delivery of the Basic Agreements by Seller, nor the 
consummation and performance of the Transactions contemplated 
thereby, conflicts with, requires the consent, waiver or 
approval of, results in a breach of or default under, or gives to
others any interest or right of termination, cancellation or 
acceleration in or with respect to, any agreement by which Seller
or the Company is a party or by which Seller or the Company or any
of their respective properties or assets are bound or affected.
(e)	Company Financial Statements.  The P&W Financial Statements
furnished to Buyer are complete, were prepared in accordance with
generally accepted accounting principles applied on a basis 
consistent with prior periods and fairly present the financial 
position of the Company as of October 30, 1998.
(f)	No Undisclosed Liabilities.  Except as set forth in the 
P&W Financial Statements previously delivered to Buyer and as 
set forth on Exhibit "E", Seller is not aware of any liabilities
for which the Company is liable or will become liable in the 
future.
(g)	Taxes.  The Company has filed all federal, state, local 
tax and other returns and reports which were required to be 
filed with respect to all taxes, levies, imposts, duties, 
licenses and registration fees, charges or withholdings of
every nature whatsoever ("Taxes"), and there exists a 
substantial basis in law and fact for all positions taken 
in such reports.  No waivers of periods of limitation are 
in effect with respect to any taxes arising from and 
attributable to the ownership of properties or 
operations of the business of the Company.
(h)	Properties.  P&W has good and marketable title to all 
its real property, in each case free and clear of all liens,
claims and encumbrances of every kind and character, except 
as set forth in Exhibit "F". The assets and properties owned,
operated or leased by P&W and used in their business are in 
good operating condition, reasonable wear and tear excepted,
and suitable for the uses for which intended.
(i)	Books and Records.  The books and records of the Company
and P&W are complete and correct in all material respects, have
been maintained in accordance with good business practices and 
accurately reflect in all material respects the business, 
financial conditions and results of operations of the Company 
and P&W as set forth in the Company Financial Statements.
(j)	Insurance.  Exhibit "G" contains an accurate and complete
list and brief description of all performance bonds and policies
of insurance, including fire and extended coverage, general 
liability, workers compensation, property, and other forms 
of insurance or indemnity bonds held by the Company and P&W.  
Neither the Company nor P&W are in default with respect to any 
provisions of any such policy or indemnity bond and has not 
failed to give any notice or present any claim thereunder in 
due and timely fashion.  All policies of insurance and bonds are:
(1) in full force and effect; (2) are sufficient for compliance 
by the Company with all requirements of law and of all agreements
and instruments to which the Company is a party; (3) are valid, 
outstanding and enforceable; (4) provide adequate insurance 
coverage for the assets, business and operations of the Company
and P&W in amounts at least equal to customary coverage in the 
Company's industry; (5) will remain in full force and effect 
through the Closing; and (6) will not be affected by, and will
not terminate or lapse by reason of, the transactions 
contemplated by this Agreement.
(k)   Transactions with Certain Persons.  Except as disclosed 
in Exhibit "H", the Company has no outstanding agreement, 
understanding, contract, lease, commitment, loan or other 
arrangement with any officer, director or shareholder of the 
Company or any relative of any such person, or any corporation 
or other entity in which such person owns a beneficial interest.
(l)	Material Contracts.  Except as set forth in Exhibit "I", 
the Company has no purchase, sale, commitment, or other contract,
the breach or termination of which would have a materially adverse 
effect on the business, financial condition, results of operations, 
assets, liabilities, or prospects of the Company.
(m)	Employment Matters.  Exhibit "J" contains a list of all 
officers, their base salaries, accrued vacation pay, sick pay, 
and severance pay through December 31, 1997.  Except as set forth 
in Exhibit "J", the Company is not a party to any employment 
agreement, or any pension, profit sharing, retirement or other 
deferred compensation plan or agreement.  The Company has not 
incurred any unfunded deficiency or liability within the meaning of 
the Employee Retirement Income Security Act of 1974 ("ERISA"), has 
not incurred any liability to the Pension Benefit Guaranty 
Corporation established under ERISA in connection with any employee 
benefit plan and has no outstanding obligations or liabilities under 
any employee benefit plan.  The Company has not been a party to a 
"prohibited transaction" which would subject the Company to any tax 
or penalty.  There is no collective bargaining agreement or 
negotiations therefor, labor grievance or arbitration proceeding 
against the Company pending or threatened, and to the knowledge of 
the Seller, there are no union organizing activities currently 
pending or threatened against or involving the Company.
(n)	Authorizations.  The Company has no licenses, permits, 
approvals and other authorizations from any governmental agencies 
and any other entities that are necessary for the conduct of its 
business, except as set forth in Exhibit "K" which contains a 
list of all licenses, permits, approvals, and other 
authorizations, as well as a list of all copyrights, patents, 
trademarks, tradenames, servicemarks, franchises, licenses and 
other permits, each of which is valid and in full force and 
effect.
(o)	No Powers of Attorney.  The Company has no powers of 
attorney or similar authorizations outstanding.
(p)	Compliance with Laws.  The Company is not in violation 
of any federal, state, local or other law, ordinance, rule 
or regulation applicable to its business, and has not received 
any actual or threatened complaint, citation or notice of 
violation or investigation from any governmental authority.
(q)	Compliance with Environmental Laws.  The Company is 
in compliance with all applicable pollution control and 
environmental laws, rules and regulations.  The Company 
has no environmental licenses, permits and other 
authorizations held by the Company relative to 
compliance with environmental laws, rules and regulations.
(r)	No Litigation.  There are no actions, suits, claims, 
complaints or proceedings pending or threatened against the 
Company, at law or in equity, or before or by any governmental 
department, commission, court, board, bureau, agency or 
instrumentality; and there are no facts which would 
provide a valid basis for any such action, suit or proceeding.  
There are no orders, judgments or decrees of any governmental 
authority outstanding which specifically apply to the Company 
or any of its assets.
(s)	Validity.  All contracts, agreements, leases and licenses 
to which the Company is a party or by which it or any of its 
properties or assets are bound or affected, are valid and in 
full force and effect; and no breach or default exists, or 
upon the giving of notice or lapse of time, or both, would 
exist, on the part of the Company or by any other party thereto.
(t)	No Adverse Changes.  Since October 31, 1998, there have 
been no actual or threatened developments of a nature that is 
materially adverse to or involves any materially adverse effect 
upon the business, financial condition, results of operations, 
assets, liabilities, or prospects of the Company.
(u)	Full Disclosure.  All statements of Seller contained in 
the Basic Agreements and in any other written documents delivered
by or on behalf of the Company or Seller to Buyer are true and 
correct in all material respects and do not omit any material 
fact necessary to make the statements contained therein not 
misleading in light of the circumstances under which they 
were made.  There are no facts known to Seller which would 
have a materially adverse effect upon the business, financial
condition, results of operations, assets, liabilities, or 
prospects of the Company, which have not been disclosed to 
Buyer in the Basic Agreements.
2.2.	Representations and Warranties of Buyer.  Buyer represents and
warrants to Seller as follows:
(a)	Organization.  The Buyer is a corporation duly 
incorporated, validly existing and in good standing 
under the laws of the state of Delaware.  The Buyer has all 
requisite corporate power and authority to own, lease and 
operate its properties and to carry on its business.  The Buyer 
is duly qualified and in good standing as a foreign corporation 
in each jurisdiction where its ownership of property or 
operation of its business requires qualification.
(b)	Authorized Capitalization.  The authorized capitalization
of the Buyer consists of Sixty Million (60,000,000) shares of 
Common Stock, $.04 par value, of which Sixteen Million Four 
Hundred Forty-Nine Thousand Two Hundred Fifty-Three (16,449,253) 
shares have been issued and are outstanding.  All shares have 
been duly authorized, validly issued, are fully paid and 
nonassessable with no personal liability attaching to the 
ownership thereof and were offered, issued, sold and delivered 
by the Buyer in compliance with all applicable state and federal
laws.  Except as set forth in Exhibit "L" attached hereto, the 
Buyer does not have any outstanding rights, options, warrants, 
calls, commitments, conversion or any other agreements of any 
character, whether oral or written, obligating it to issue any 
shares of its capital stock, whether authorized or not.  Buyer 
is not a party to and is not bound by any agreement, contract, 
arrangement or understanding, whether oral or written, giving 
any person or entity any interest in, or any right to share, 
participate in or receive any portion of, the Buyer's income, 
profits or assets, or obligating the Buyer to distribute any 
portion of its income, profits or assets.
(c)	Authority.  Buyer has full power and lawful authority 
to execute and deliver the Basic Agreements and to consummate
and perform the Transactions contemplated thereby.  The Basic
Agreements constitute (or shall, upon execution, constitute) 
valid and legally binding obligations upon Buyer, enforceable
in accordance with their terms.  Neither the execution and 
delivery of the Basic Agreements by Buyer, nor the consummation
and performance of the Transactions contemplated thereby, 
conflicts with, requires the consent, waiver or approval of, 
results in a breach of or default under, or gives to others 
any interest or right of termination, cancellation or 
acceleration in or with respect to, any agreement by which 
Buyer is a party or by which Buyer or any of its respective 
properties or assets are bound or affected.
(d)	Buyer's Financial Statements.  The Buyer's Financial 
Statements are complete, were prepared in accordance with 
generally accepted accounting principles applied on a basis 
consistent with prior periods and fairly present the 
financial position of the Buyer as of September 30, 1998.
(e)	Taxes.  The Buyer has filed all federal, state, local tax
and other returns and reports which were required to be filed 
with respect to all taxes, levies, imposts, duties, licenses and
registration fees, charges or withholding of every nature 
whatsoever ("Taxes"), and there exists a substantial basis in law
and fact for all positions taken in such reports.  No waivers of 
periods of limitation are in effect with respect to any taxes 
arising from and attributable to the ownership of properties or 
operations of the business of the Company.
(f)	Books and Records.  The books and records of the Buyer are 
complete and correct in all material respects, have been maintained
in accordance with good business practices and accurately reflect 
in all material respects the business, financial condition and 
results of operations of the Buyer as set forth in the Buyer's 
Financial Statements.
(g)	Transactions with Certain Persons.  Except as disclosed in 
Exhibit "J", the Buyer has no outstanding agreement, understanding,
contract, lease, commitment, loan or other arrangement with any officer,
director or shareholder of the Buyer or any relative of any such person, 
or any corporation or other entity in which such person owns a beneficial 
interest.
(h)	Material Contracts.  The Buyer has no purchase, sale, 
commitment, or other contract, the breach or termination of which 
would have a materially adverse effect on the business, financial 
condition, results of operations, assets, liabilities, or prospects 
of the Buyer.
(i)	Employment Matters.  Exhibit "Q" contains a list of all 
officers, their base salaries, accrued vacation pay, sick pay, 
and severance pay through September 30, 1998.  The Buyer is not 
a party to any employment agreement, or any pension, profit sharing, 
retirement or other deferred compensation plan or agreement.  The 
Buyer has not incurred any unfunded deficiency or liability within 
the meaning of the Employee Retirement Income Security Act of 1974 
("ERISA"), has not incurred any liability to the Pension Benefit 
Guaranty Corporation established under ERISA in connection with 
any employee benefit plan and has no outstanding obligations or 
liabilities under any employee benefit plan.  The Buyer has not 
been a party to a "prohibited transaction" which would subject 
the Buyer to any tax or penalty.  There is no collective 
bargaining agreement or negotiations therefor, labor grievance 
or arbitration proceeding against the Buyer pending or threatened,
and to the knowledge of the Buyer, there are no union organizing 
activities currently pending or threatened against or involving 
the Buyer.
(j)	Authorizations.  The Buyer has no licenses, permits, 
approvals and other authorizations from any governmental agencies 
and any other entities that are necessary for the conduct of its 
business, except as set forth in Exhibit "R" which contains a list
of all licenses, permits, approvals, and other authorizations, as 
well as a list of all copyrights, patents, trademarks, tradenames, 
servicemarks, franchises, licenses and other permits, each of which
is valid and in full force and effect.
(k)	Compliance with Laws.  The Buyer is not in violation of 
any federal, state, local or other law, ordinance, rule or 
regulation applicable to its business, and has not received 
any actual or threatened complaint, citation or notice of 
violation or investigation from any governmental authority.
(l)	Validity.  All contracts, agreements, leases and licenses
to which the Buyer is a party or by which it or any of its 
properties or assets are bound or affected, are valid and 
in full force and effect; and no breach or default exists, 
or upon the giving of notice or lapse of time, or both, 
would exist, on the part of the Buyer or by any other 
party thereto.
(m)	No Adverse Changes.  Since September 30, 1998, there have
been no actual or threatened developments of a nature that is 
materially adverse to or involves any materially adverse effect
upon the business, financial conditions, results of operations, 
assets, liabilities, or prospects of the Buyer.
(n)	Full Disclosure.  All statements of Buyer contained in 
the Basic Agreements and in any other written documents 
            delivered by or on behalf of the Buyer to Seller are true and 
            correct in all material respects and do not omit any material 
            fact necessary to make the statements contained therein not 
            misleading in light of the circumstances under which they were
            made.  There are no facts known to Buyer which would have a 
            materially adverse effect upon the business, financial 
            condition, results of operations, assets, liabilities, or 
            prospects of the Buyer, which have not been disclosed to 
            Buyer in the Basic Agreements.

III.	Covenants
3.1.	Covenants of Seller.  Seller covenants and agrees that from 
the date hereof to the Closing without the prior written consent 
of Buyer:
(a)   Ordinary Course of Business.  Seller will operate the 
business of P&W only in the ordinary course and will use 
their best efforts to preserve the Company's business, 
organization, goodwill and relationships with persons 
having business dealings with them.
(b)	Maintain Properties.  Seller will maintain all of 
the P&W's properties in good working order, repair and 
condition (reasonable wear and use excepted) and cause 
P&W to take all steps reasonably necessary to maintain 
in full force and effect its patents, trademarks, 
servicemarks, trade names, brand names, copyrights 
and other intangible assets.
(c)	Compensation.  Seller will not permit the Company nor 
P&W to (1) enter into or alter any employment agreements; 
(2) grant any increase in compensation other than normal 
merit increases consistent with the Company's general 
prevailing practices to any officer or employee; or 
(3) enter into or alter any labor or collective 
bargaining agreement or any bonus or other 
employee fringe benefit.
(d)	No Indebtedness.  Seller will not permit the Company 
nor P&W to create, incur, assume, guarantee or otherwise 
become liable with respect to any obligation for borrowed 
money, indebtedness, capitalized lease or similar 
obligations, except in the ordinary course of 
business consistent with past practices where 
the entire net proceeds thereof are deposited 
with and used by and in connection with the 
business of the Company and P&W.
(e)	Maintain Books.  Seller will cause the Company and P&W 
to maintain its books, accounts and records in the usual, 
regular, ordinary and sound business manner and in 
accordance with generally accepted accounting principles 
applied on a basis consistent with past practices.
(f)	No Amendments.  Seller will not permit the Company and 
P&W to amend its corporate charter or bylaws (or similar 
documents) without prior consent of Buyer and will cause 
the Company to maintain their corporate existence, licenses,
permits, powers and rights in full force and effect.
(g)	Taxes and Accounting Matters.  Seller will cause the 
Company and P&W to file when due all federal, state and local 
tax returns and reports which shall be accurate and complete, 
including but not limited to income, franchise, excise, ad 
valorem, and other taxes with respect to its business and 
properties, and to pay as they become due all taxes or 
assessments, except for taxes for which adequate reserves 
are established and which are being contested in good faith 
by appropriate proceedings.  Seller will not permit the Company
to change their accounting methods or practices or any 
depreciation, amortization or inventory valuation policies 
or practices.
(h)	No Disposition or Encumbrance.  Except in the ordinary 
course of business consistent with past practice, Seller will 
not permit the Company nor P&W to (1) dispose of or encumber 
any of its properties and assets, (2) discharge or satisfy 
any lien or encumber or pay any obligation or liability (fixed
or contingent) except for previously scheduled repayment of 
debt, (3) cancel or compromise any debt or claim, (4) transfer 
or grant any rights under any concessions, leases, licenses, 
agreements, patents, inventions, proprietary technology or 
process, trademarks, servicemarks or copyrights, or with 
respect to any know-how, or (5) enter into or modify in 
any material respect or terminate any existing license, 
lease, or contract.
(i)	Insurance.  Seller will cause P&W to maintain in effect all 
its current insurance policies.
(j)	No Securities Issuances.  Seller will not permit the Company 
nor P&W to issue any shares of any class of capital stock or enter 
into any contract, option, warrant or right calling for the issuance
of any such shares of capital stock, or create or issue any securities 
convertible into any securities of the Company except for the 
transactions contemplated herein.
(k)   No Dividends.  Seller will not permit the Company nor P&W
to declare, set aside or pay any dividends or other distributions 
of any nature whatsoever.
(l)	Contracts. Seller will not permit the Company nor P&W to 
enter into or assume any contract, agreement, obligation, lease, 
license, or commitment except in the ordinary course of business 
consistent with past practice or as contemplated by this 
Agreement.
(m)   No Breach.  Seller will not permit the Company nor P&W to 
do any act or omit to do any act which would cause a breach of 
any contract, commitment or obligation of the Company.
(n)	Due Compliance.  Seller will cause the Company and P&W to 
comply with all laws, regulations, rules and ordinances applicable 
to it and to the conduct of its business.
(o)   No Waivers of Rights.  Seller will not permit the Company 
nor P&W to amend, terminate or waive any material right whether 
or not in the ordinary course of business.
(p)   Capital Commitments.  Seller will not permit the Company 
nor P&W to make or commit to make any capital expenditure, 
capital addition or capital improvement.
(q)	No Related Party Transactions.  Seller will not permit the
Company nor P&W to make any loans to, or enter into any 
transaction, agreement, arrangement or understanding of any 
other nature with, any officer, director or employee of the 
Company.
(r)   Notice of Change.  Seller will promptly advise Buyer in 
writing of any material adverse change, or the occurrence of 
any event which involves any substantial possibility of a 
material adverse change, in the business, financial condition, 
results of operations, assets, liabilities or prospects of the 
Company or P&W.
(s)   Consents.  Seller will use their, and will cause the 
Company and P&W to use its, best good faith efforts to obtain 
the consent or approval of each person or entity whose consent 
or approval is required for the consummation of the Transactions 
contemplated hereby and to do all things necessary to consummate 
the Transactions contemplated by the Basic Agreements.

IV.    CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER TO CLOSE
The obligation of Buyer to close the Transactions contemplated hereby 
is subject to the fulfillment by Seller prior to Closing of each of the 
following conditions, which may be waived in whole or in part by Buyer:
4.1.	Compliance with Representations, Warranties and Covenants.  
The representations and warranties of Seller contained in this Agreement
shall have been true and correct when made and shall be true and correct
as of the Closing with the same force and effect as if made at the 
Closing.  Seller shall have performed all agreements, covenants and 
conditions required to be performed by Seller prior to the Closing.
4.2.	No Adverse Change.  There shall have been no event which has 
had or may have a material adverse effect upon the business, financial 
condition, results of operations, assets, liabilities or prospects of 
the Company.
4.3.	No Legal Proceedings.  No suit, action or other legal or 
administrative proceeding before any court or other governmental 
agency shall be pending or threatened seeking to enjoin the 
consummation of the Transactions contemplated hereby.
4.4.	Documents to be Delivered by Seller.  Seller shall have 
delivered the following documents:
(a)	Stock certificates representing all of the Shares, duly 
endorsed to Buyer and in blank or accompanied by duly executed 
stock powers, copies of which are attached as Exhibit "A".
(b)	A copy of (i) the Certificate of Incorporation of the 
Company, certified as correct by the Company; and (ii) the 
Bylaws of the Company certified as correct by the Company; 
and (iii) a certificate of the Georgia Tax Commission, 
Franchise Tax Division, to the effect that the Company 
is in good standing and has paid all franchise taxes in 
such state, all as attached hereto as Exhibit "T".
(c)	All agreements referred to in paragraph 1.5 above, 
executed by all parties thereto other than Buyer.
(d)	All corporate and other records of or applicable to 
the Company included but not limited to, current and 
up-to-date minute books, stock transfer books and registers,
books of accounts, leases and material contracts.
(e)	Such other documents or certificates as shall be 
reasonably required by Buyer or its counsel in order 
to close and consummate this Agreement.

V.  Conditions Precedent to the Obligations of Seller to Close
The obligation of Seller to close the Transactions is subject to the 
fulfillment prior to Closing of each of the following conditions, 
any of which may be waived in whole or in part by Seller:
5.1.  Compliance with Representations, Warranties and Covenants.  
The representations and warranties by Buyer in this Agreement 
shall have been true and correct when made and shall be true 
and correct in all material respects at the Closing with the 
same force and effect as if made at the Closing, and Buyer 
shall have performed all agreements, covenants and conditions 
required to be performed by Buyer prior to the Closing.
5.2.	No Legal Proceedings.  No suit, action or other legal or 
administrative proceedings before any court or other governmental 
agency shall be pending or threatened seeking to enjoin the 
consummation of the Transactions contemplated hereby.
5.3.	Other Agreements.  All parties other than Seller and the 
Company shall have executed and delivered the Basic Agreements.
5.4.	Payments.  Seller shall have received from Buyer all Common
Stock to be issued at the Closing by Buyer pursuant to all the 
Basic Agreements.

VI.   Modification, Waivers, Termination and Expenses
6.1.	Modification.  Buyer and Seller may amend, modify or 
supplement this Agreement in any manner as they may mutually
agree in writing.
6.2.  Waivers.  Buyer and Seller may in writing extend the time for 
or waive compliance by the other with any of the covenants or 
conditions of the other contained herein.
6.3.	Termination and Abandonment.  This Agreement may be terminated 
and the purchase of the Shares may be abandoned before the Closing:
(a)	By the mutual consent of Seller and Buyer;
(b)	By Buyer, if the representations and warranties of Seller
set forth herein shall not be accurate, or the conditions 
precedent set forth in Article IV shall have not been satisfied,
in all material respects; or
(c)	By Seller, if the representations and warranties of Buyer
set forth herein shall not be accurate, or the conditions 
precedent set forth in Article V shall not have been satisfied 
in all material respects.
Termination shall be effective on the date of receipt of written 
notice specifying the reasons therefor.

VII.	Miscellaneous

7.1.  Representations and Warranties to Survive.  Unless otherwise 
provided, all of the representations and warranties contained in this
Agreement and in any certificate, exhibit or other document delivered 
pursuant to this Agreement shall survive the Closing for a period of 
two (2) years.  No investigation made by any party hereto or their 
representatives shall constitute a waiver of any representation or 
warranty, and no such representation or warranty shall be merged 
into the Closing.
7.2.  Binding Effect of the Basic Agreements.  The Basic Agreements 
and the certificates and other instruments delivered by or on behalf
of the parties pursuant thereto, constitute the entire agreement 
between the parties.  The terms and conditions of the Basic Agreements
shall inure to the benefit of and be binding upon the respective heirs,
legal representatives, successors and assigns of the parties hereto.  
Nothing in the Basic Agreements, expressed or implied, confers any 
rights or remedies upon any party other than the parties hereto and 
their respective heirs, legal representatives and assigns.
7.3.	Applicable Law.  The Basic Agreements are made pursuant to, and
will be construed under, the laws of the State of Georgia.
7.4.	Notices.  All notices, requests, demands and other communications
hereunder shall be in writing and will be deemed to have been duly 
given when delivered or mailed, first class postage prepaid:

(a)	If to Seller, to:
Mr. Arthur Weiss
West Side Investors, Inc.
3343 Peachtree Road, N.E., #530
Atlanta, GA 30326
Telephone:  (404) 240-4062
Fax:  (404) 240-4101

(b)	If to Buyer, to:

Mr. Mark Conner
Proactive Technologies, Inc.
7118 Beech Ridge Trail
Tallahassee, FL 32312
Telephone:  (850) 668-8500
Fax:  (850) 668-9100

     These addresses may be changed from time to time by written notice to 
the other parties.

7.5.  Headings.  The headings contained in this Agreement are for 
reference only and will not affect in any way the meaning or 
interpretation of this Agreement.
7.6.  Counterparts.  This Agreement may be executed in counterparts, 
each of which will be deemed an original and all of which together 
will constitute one instrument.
7.7.  Severability.  If any one or more of the provisions of this 
Agreement shall, for any reason, be held to be invalid, illegal or 
unenforceable under applicable law this Agreement shall be construed
as if such invalid, illegal or unenforceable provisions had never 
been contained herein.  The remaining provisions of this Agreement 
shall be given effect to the maximum extent then permitted by law.
7.8.	Forbearance; Waiver.  Failure to pursue any legal or equitable 
remedy or right available to a party shall not constitute a waiver 
of such right, nor shall any such forbearance, failure or actual 
waiver imply or constitute waiver of subsequent default or breach.
7.9.	Attorneys' Fees and Expenses.  The prevailing party in any 
legal proceeding based upon this Agreement shall be entitled to 
reasonable attorneys' fees and expenses and court costs.
7.10.	Expenses.  Each party shall pay all fees and expenses incurred
by it incident to this Agreement and in connection with the 
consummation of all transactions contemplated by this Agreement.
7.11.	Integration.  This Agreement and all documents and instruments 
executed pursuant hereto merge and integrate all prior agreements 
and representations respecting the Transactions, whether written or 
oral, and constitute the sole agreement of the parties in connection 
therewith.  This Agreement has been negotiated by and submitted to 
the scrutiny of both Seller and Buyer and their counsel and shall 
be given a fair and reasonable interpretation in accordance with 
the words hereof, without consideration or weight being given to its 
having been drafted by either party hereto or its counsel.

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

"BUYER"
PROACTIVE TECHNOLOGIES, INC.
By: 						
	Mark Conner, President

"COMPANY"

WESTSIDE INVESTORS, INC.


By: 						
	Arthur Weiss, President

"P&W"

PAW STONEBRIDGE, L.L.C.


By: 						
	Arthur Weiss, Manager
P&W HEADLAND, L.L.C.


By: 						
	Arthur Weiss, President

"SELLER"

						
	Arthur and Kay Weiss


By: 						
     Arthur Weiss                                                  

By:
     Kay Weiss

List of Exhibits to Agreement:
A     Shares of Stock Owned by Seller
E     Contracts and Agreements of the Company re Profits or Assets
F     Exceptions to Title
G     Insurance held by the Company
H     Transactions with Certain Persons
I     Material Contracts of the Company
J     Employment Matters of the Company
K     Authorizations of the Company
L     Outstanding Rights, Options, Warrants, Commitments etc. to
      Issue Shares of Buyer
Q     Employment Matters of Buyer
R     Authorizations of Buyer