SAMPLE COMPANY                                       Page 1 of 11
Revision:                              Prepared by:             _
Effective Date:                        Approved by:             _








                         QUALITY MANUAL




Purpose:  The purpose of this quality manual is to outline and
          state the general policies governing the company's
          system of quality assurance.  These policies cover
          twenty different sections in accordance with the
          framework established by ISO 9001.  These are the top
          level policies representing the company's desired
          objectives or protocol for achieving quality assurance.
          All departmental or functional policies and procedures
          written must conform and parallel these policies.  Any
          changes to policies and procedures should be reviewed
          to ensure that there are no conflicts with these
          policies stated in this Quality Manual.


Distribution:  The Quality Assurance Manager will be responsible
          for approving and preparing updates of this manual and
          issuing copies to designated personnel or departments.
          The Quality Assurance Manager will have responsibility
          for ensuring that all obsolete manuals are retrieved
          and removed from circulation prior to releasing
          updates.

          Holders of this manual are responsible for assuring
          that access to their manual is available to company
          personnel.


Revisions:     Anyone can submit suggestions for revision to
          these policies to their supervisor or directly to the
          Quality Assurance Manager.  The Quality Assurance
          Manager will be responsible for reviewing suggestions
          and must give approval to any revisions to these
          policies.
                       Table of Contents





1.0  MANAGEMENT RESPONSIBILITY                                  3

2.0  QUALITY SYSTEM                                             4

3.0  CONTRACT REVIEW                                            4

4.0  DESIGN CONTROL                                             5

5.0  DOCUMENT CONTROL                                           5

6.0  PURCHASING                                                 6

7.0  CUSTOMER SUPPLIED PRODUCT                                  6

8.0  PRODUCT IDENTIFICATION AND TRACEABILITY                    7

9.0  PROCESS CONTROL                                            7

10.0 INSPECTION AND TESTING                                     7

11.0 INSPECTION, MEASURING AND TEST EQUIPMENT                   8

12.0 INSPECTION AND TEST STATUS                                 8

13.0 CONTROL OF NONCONFORMING PRODUCT                           9

14.0 CORRECTIVE ACTION                                          9

15.0 HANDLING, STORAGE, PACKAGING AND DELIVERY                 10

16.0 QUALITY RECORDS                                           10

17.0 INTERNAL QUALITY AUDITS                                   10

18.0 TRAINING                                                  11

19.0 SERVICING                                                 11

20.0 STATISTICAL TECHNIQUES                                    11

QUALITY MANUAL                                       Page 3 of 11



1.0  MANAGEMENT RESPONSIBILITY

     Quality Policy - The Company will continually plan,
     implement, review and revise a system of "Quality Assurance"
     so that all transactions and processes undertaken by us
     achieve and maintain the level of quality of our products as
     defined by us as a company and our customers' expectations
     and requirements in a constantly changing marketplace.

     Organization - The company's personnel will be organized to
     ensure implementation, maintenance and review of the quality
     system.  The responsibility, authority and
     interrelationships of personnel in reference to their role
     in the quality system is described in the company's
     organization chart and as detailed in individual job
     descriptions.

     To avoid conflicts of interest, the Quality Assurance
     Manager will report directly to the President and will not
     be directly responsible for production operations.  The
     Quality Assurance Manager has the ultimate authority and
     responsibility for the quality system.

     The Quality Assurance Manager will review the company's
     organization and job descriptions to assure which personnel
     will:

     a.  initiate action to prevent the occurrence of product
     nonconformity;
     b.  identify and record any product quality problems;
     c.  initiate, recommend, or provide solutions through
     designated channels;
     d.  verify the implementation of solutions; and
     e.  control further processing, delivery, or installation of
     nonconforming product until the deficiency or unsatisfactory
     condition has been corrected.

     As part of this function, the Quality Assurance Manager will
     ensure that the company has allocated adequate resources and
     trained personnel independent of those directly performing
     production work to verify all facets of the quality system.

     Management Review - At the beginning of each year, the
     President, Quality Assurance Manager and Operation Managers
     will review all internal quality assurance audit reports for
     the prior year and discuss the quality system in general for
     its effectiveness and adequacy.  The President and Quality
     Assurance Manager will direct and implement any changes
     necessary to the system.
QUALITY MANUAL                                       Page 4 of 11



2.0  QUALITY SYSTEM

     The quality assurance system is an integrated effort the
     encompasses management policies, quality objectives,
     organization and documentation.  It is simply not just a
     system of inspection and testing but rather a whole company-
     wide program that includes such areas as product
     development, design evaluation, component and/or vendor
     selection, documentation, testing and inspection procedures
     and equipment, production or process development, reviews
     and validation, service and employee training.

     The company will prepare, implement, review and maintain at
     all times a system for the assurance of quality.  The
     documentation of this system will be achieved through this
     quality manual, quality records and through the
     establishment of written operating policies, procedures, and
     work instructions.



3.0  CONTRACT REVIEW

     All contracts, requests for proposals and sales orders will
     be reviewed upon receipt.

     Standard Models - Orders for any of the company's standard
     product models will be reviewed for accuracy and conformity
     in accordance with the "Sales Order Entry" procedure.

     Custom Orders or Request For Proposals -  All requests for
     nonstandard models or modifications must be reviewed to
     ensure that the customer's requirements are adequately
     defined and that the company has the capacity and ability to
     satisfy these requirements.  These requests should be
     approved according to the "Product Design & Development" and
     "Preproduction Quality & Planning" procedures.

     If applicable, the Quality Assurance Manager will delegate
     the preparation of a quality plan to define and verify the
     achievement of quality objectives for the contract or custom
     order.



QUALITY MANUAL                                       Page 5 of 11



4.0  DESIGN CONTROL

     The design phase is the most important phase in the life
     cycle of a product.  The inherent quality, effectiveness,
     safety and customer satisfaction of a product are
     established during this phase.  To ensure that specified
     requirements are met, the following areas will be performed:

     - the design input is to be identified and documented into a
     product brief;
     - design activities for product development are to be
     appropriately assigned;
     - the design output to be documented in applicable terms to
     the product
       consisting of defining the physical makeup and
     characteristics and performance
       criteria;
     - the design will be verified and reviewed against the
     design criteria; and
     - control of design changes will be maintained.

     The procedures specifically relating to implementation of
     this policy are "Product Design and Development,"
     "Preproduction Quality and Planning" and "Engineering Change
     Notice."



5.0  DOCUMENT CONTROL

     Control of documentation including approval, issuance,
     storage and changes will be maintained to assure the
     integrity of the quality system.  Responsibility and
     authority for these functions will be as follows unless
     noted otherwise in that specific documentation.

          Level I (Quality Manual) - President and Quality
          Assurance Manager
          Level II (Operating Procedures) - Department Managers
          Level III (Work Instructions) - Production Team Leaders
          Level IV (Forms & Other Documents) - As applicable in
          conjunction with the above authority levels.

     Procedures to be specifically followed for implementation of
     this policy will be "Engineering Change Notice/Document
     Change Control," "Product Master Record" and "Quality
     System."


QUALITY MANUAL                                       Page 6 of 11


6.0  PURCHASING

     To ensure that purchased products and materials conform to
     specified requirements, the company will assess all vendors'
     capabilities and performance according to our quality
     requirements.  Approved vendors will be maintained on an
     "Approved Vendor List" and all purchasing of components and
     materials must be made from an approved vendor on this list.

     Further, all purchasing documents will clearly and
     adequately define the components or materials to be
     purchased in sufficient detail as to describe the following
     whenever applicable:

     - the type, class, style, grade, or other precise
     identification;
     - the title or other positive identification, and applicable
     issue of specifications,
       drawings, process requirements, inspection instructions,
     and other relevant
       technical data, including requirements for approval or
     qualification of product,
       procedures, process equipment and personnel;
     - the title, number, and issue of the quality system
     specification to be applied to
       the product.

     This purchasing information will be reviewed by the
     purchasing manager prior to issuance of orders.

     Procedures to be specifically followed for implementation of
     this policy will be "Vendor Selection, Files and Inspection"
     and "Purchasing Procedures."


7.0  CUSTOMER SUPPLIED PRODUCT

     All products, components and/or materials provided by a
     customer to be used in the production of their finished
     products will be received, inspected, marked and stored
     following the same procedures for other purchased items.
     Customer supplied items will be adequately segregated from
     other inventory in storage.

     In the event of any damage, deterioration, loss or
     unsuitability of customer supplied items will be recorded
     and reported to the customer.

     The procedure "Customer Supplied Product" will be followed
     for implementation of this policy.
QUALITY MANUAL                                       Page 7 of 11


8.0  PRODUCT IDENTIFICATION AND TRACEABILITY

     Product identification will be provided by using the
     company's part numbering system  to assign unique
     identification for all components and internally
     manufactured parts and the engineering bill of materials to
     describe the assembly of all part numbers.

     Product traceability will be provided by the use of a serial
     number system for all completed products.
     Procedures to be specifically followed for implementation of
     this policy will be "Bill of Materials," "Part Number
     Designation" and "Serial Number Designation."

9.0  PROCESS CONTROL

     Control of production will be provided by detailed planning
     of all phases including the methods and equipment to be used
     and workmanship criteria.   This detailed planning will be
     documented for each product in the form of "work
     instructions."

     Any special processes required for products, the results of
     which cannot be subsequently verified through inspection
     will be delineated in the work instructions with specific
     information for the method of monitoring or validating the
     activity while in process.

     The procedure to be specifically followed for implementation
     of this policy will be "Work Instructions."

10.0 INSPECTION AND TESTING

     All parts, components and materials utilized in production
     of products will be received in an organized manner,
     inspected for conformance and appropriately tagged prior to
     stocking or use.  Any items or shipments rejected for
     nonconformance will be properly tagged and quarantined from
     other inventory items until disposition.

     Further, as part of the company's total quality assurance
     program, quality control checks will be performed at various
     completion levels during production and upon final
     completion of the product in accordance with specified
     requirements and/or as outlined in the quality plans.  The
     procedures to be specifically followed for implementation of
     this policy are "Receiving, Inspection and Stocking of Parts
     and Materials" and "In-Process and Final Inspection and
     Testing."

QUALITY MANUAL                                       Page 8 of 11


11.0 INSPECTION, MEASURING AND TEST EQUIPMENT

     All inspection, measuring and test equipment used in
     production or testing will be properly maintained, control
     and calibrated as necessary as part of the company's quality
     assurance program.  This includes equipment provided by
     suppliers, sub-contractors and/or employees.  The
     appropriate level of accuracy or requirements of inspection,
     measuring and test equipment will be determined in the
     product plan.

     Inspection, measuring  and test equipment will be stored,
     handled and maintained as appropriate to assure continued
     measurements of accuracy giving consideration to
     environmental and other relevant factors.

     Further, this equipment will be periodically calibrated
     against nationally recognized standards or other valid
     documented standards determined appropriate due to the
     nature of the piece of equipment.

     All equipment will be properly identified in such a manner
     to indicate its calibration status and supporting records
     will be maintained for calibration activities.

     The procedure to be specifically followed for implementation
     of this policy is "Control, Calibration and Maintenance of
     Inspection, Measuring and Test Equipment."


12.0 INSPECTION AND TEST STATUS

     To assure that only assemblies or final products that have
     passed required tests and/or inspections are passed on to
     the next production phase or final disposition, all products
     or assemblies will be appropriately labeled, tagged,
     stamped, or accompanied by check-out sheets and physical
     location to properly indicate approved or nonconformance
     status.

     Required authorization(s) for signing off of inspection
     documentation and disposition will be outlined in the
     appropriate product plan or as so indicated on the signature
     line.

     The procedure to be specifically followed for implementation
     of this policy is "Inspection and Test Status of Products."

QUALITY MANUAL                                       Page 9 of 11


13.0 CONTROL OF NONCONFORMING PRODUCT

     All finished product, assemblies or components rejected or
     found to be in nonconformance to specified requirements will
     be identified, segregated and documented to prevent their
     inadvertent shipment or continued use in production
     operations.

     All nonconforming items will be evaluated and reviewed by
     the Quality Control Manager and the Production Supervisor
     for disposition of the items as follows:

     - reworked to meet specified requirements;
     - accepted with or without repair by concession;
     - re-graded for alternative applications; or
     - rejected or scrapped.

     Any items repaired or reworked shall be inspected again
     under the appropriate procedures.

     The procedure to be specifically followed for implementation
     of this policy is "Nonconforming Components and Products."


14.0 CORRECTIVE ACTION

     The cause for nonconforming product will be investigated by
     the Quality Assurance Manager.  The investigation process
     will include as appropriate, analyzing all processes, work
     operations, concessions, quality records, service reports
     and customer complaints to detect possible reasons for
     nonconforming product.

     Appropriate corrective action(s) shall then be taken to
     prevent and/or eliminate the identified potential causes for
     the nonconforming product.

     The Quality Assurance Manager will ensure that the
     proscribed corrective actions are implemented including
     changes in the necessary policies and procedures and will
     follow-up on a subsequent basis to ensure that the
     corrective action has been effective in eliminating the
     nonconformance.

     The procedure to be specifically followed for implementation
     of this policy is "Corrective Action and Follow-Up."
QUALITY MANUAL                                      Page 10 of 11



15.0 HANDLING, STORAGE, PACKAGING AND DELIVERY

     Product packaging will be designed and constructed to
     protect the product from alteration or damage during the
     customary conditions of processing, storage, handling and
     distribution.  Storage of products will be controlled to
     prevent inadvertent damage and deterioration.

     Shipping containers and shipping methods will be used that
     ensure the protection and maintenance of quality during
     shipping and through delivery to destination.

     The procedure to be specifically followed for implementation
     of this policy is "Packaging, Storage and Distribution."


16.0 QUALITY RECORDS

     All quality records that are used directly or relative to
     the company's quality assurance system and which demonstrate
     the effectiveness of the system will be maintained.  These
     quality records are to be retained in an orderly fashion and
     for the time periods that comply with legal and regulatory
     requirements and as needed for general operation
     requirements.

     The procedure to be specifically followed for implementation
     of this policy is "Quality Records Retention and Storage."


17.0 INTERNAL QUALITY AUDITS

     Quality Assurance is an integrated effort or total systems
     approach to satisfy the quality, performance and safety of
     each product and usermarket.  To evaluate and continually
     improve "Quality Assurance," periodic and unscheduled audits
     of completed products, production and product development
     processes and product flow shall be performed to assure
     compliance with regulatory and company requirements.

     Reportings of findings from these audits will be performed
     and appropriate corrective action will be taken for any
     deficiencies discovered.

     The procedure to be specifically followed for implementation
     of this policy is "Quality Assurance Audits."
QUALITY MANUAL                                      Page 11 of 11



18.0 TRAINING

     Job Descriptions will be prepared for all positions in the
     company to serve as an organizational aid for identifying
     experience and/or education requirements, appropriate
     delegation of responsibilities and coordination of work.

     Adequate and appropriate training of personnel will be
     provided to satisfy identified skill or training
     requirements and as a component of the company's quality
     assurance system.  Training is to be provided to all new
     employees and on a periodic or "as-needed" basis to
     experienced employees.

     The procedures to be specifically followed for
     implementation of this policy is "Job Descriptions,"
     "Employee Training" and Training/Tuition Reimbursement."


19.0 SERVICING

     The company will provide adequate and appropriate service
     for its products during and after the warranty periods.
     Satisfaction surveys and customer contact will be analyzed
     to determine if the desired results of the company's quality
     assurance system have been achieved.

     Any complaints or operation questions regarding the
     performance, safety, reliability or quality of the company's
     products or services will be subject to management review
     and/or investigation and will result in prompt response and
     corrective action when indicated.

     The procedures to be specifically followed for
     implementation of this policy is "Customer Satisfaction
     Survey," "Customer Service Contact/Complaint Handling,"
     "Service Satisfaction" and "Post-Sale Customer Follow-Up."


20.0 STATISTICAL TECHNIQUES

     When appropriate, statistical sampling will be used to
     effectively verify product acceptability or as an additional
     component of quality assurance.

     The procedure to be specifically followed for implementation
     of this policy is "Statistical Sampling."