Asset & Business Purchase Agreements

                      ASSET AND BUSINESS PURCHASE AGREEMENT

     AGREEMENT, dated January 29, 2003, between CDKnet.com, Inc. ("Buyer's
Parent"), GCS Western Power & Equipment Corp., a Delaware corporation ("Buyer"),
Western Power & Equipment Corp, a Delaware corporation ("Seller's Parent") and
Western Power & Equipment Corp., an Oregon corporation ("Seller").

     WHEREAS, Buyer is a wholly owned subsidiary of Buyer's Parent;

     WHEREAS, Seller is a wholly owned subsidiary of Seller's Parent;

     WHEREAS, Seller  . . .