EXHIBIT 2.2

April 2, 1996

Mr. Lyman Brownfield
Brownfield Law Offices
341 S. 3rd St.
Suite 10
Columbus, OH 43215

Dear Lyman,

Ted Schwartz and Chuck Sherman (buyers) are pleased to offer the Brownfield
family (sellers) the following offer to purchase the approximately 110,000
shares of Resource General stock for $1.25 per share. We would structure the
transaction as follows:

1. A down payment of $25,000 for 20,000 shares, the selection of which will be
made by seller. The shares to be transferred upon presentation of the
check.

2. The remaining approximately 90,000 shares will be purchased over five years
at the following rate:

Year One 9,000 shares @ $1.25 = $11,200
Year Two 18,000 shares @ $1.25 = $22,500
Year Three 18,000 shares @ $1.25 = $22,500
Year Four 18,000 shares @ $1.25 = $22,500
Year Five Approximately remaining 27,000 shares @ $1.25 = $33,750
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90,000 shares $112,500

3. Payments will be made quarterly, interest on unpaid balances will be paid
quarterly at the rate of 4% per annum. When the note is signed and the down
payment made you will transfer voting power of the remaining shares to us
subject to cancellation upon 45 days default. Quarterly payments will start
180 days after the execution of the note. When each quarterly payment is
made, 25% of the years shares will be transferred to buyers.

4. Buyer gives seller a 90 day exclusivity to put together our financing for
the down payment.

5. Both parties will keep the agreement confidential until proper documents
are filed with the SEC.

The above document is subject to non-substantive modification of legal counsel.

/s/ C.T. Sherman
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C.T. Sherman

/s/ T.P. Schwartz
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T.P. Schwartz

Concur:

/s/ Lyman Brownfield
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Lyman Brownfield

/s/ Candace Brownfield
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Candace Brownfield

/s/ Charlotte Huddle
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Charlotte Huddle

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