PURCHASE AND SALE AGREEMENT

This Purchase And Sale Agreement (this "Agreement" or the "PSA") is signed as of the 20th day of April, 2001, by N-VISION TECHNOLOGY, INC., a Delaware Corporation ("Buyer"), and FREMONT EXPLORATION, INC. an Oklahoma Corporation, ("Seller"). Buyer and Seller may hereinafter be referred to collectively as the Parties or individually as a Party.

W I T N E SS E T H:

WHEREAS, Seller owns working interests, net revenue interests and royalty interests in certain oil and gas properties (the "Properties") as set forth on Exhibit "A" attached hereto; and

WHEREAS, Buyer desires to acquire Seller's interests in the Properties (the "Transaction").

NOW, THEREFORE, for and in consideration of the mutual benefits to be derived and the representations and warranties, conditions and promises herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

TRANSACTION

1.1 Purchase Consideration. Total Consideration (the "Purchase Consideration") shall include (1) a cash payment (the "Cash Purchase Price"), (2) a stock payment (the "Stock"), and (3) certain other considerations (the "Other Considerations"). The Cash Purchase Price shall be $8,150,000 subject to adjustment in accordance with the provisions of Section 1.12 of this Agreement, and as so adjusted shall be referred to hereinafter as the "Adjusted Cash Purchase Price". The Stock shall consist of 500,000 shares of the common stock of N-Vision and shall be subject to a Guaranteed Minimum Value as defined in Section 1.8 of this Agreement. The Other Considerations are more fully described in Section 1.13 of the Agreement.

1.2 Effective Date. The Effective Date of the Transaction shall be April 1, 2001.

1.3 Closing. The closing and funding of the transaction contemplated hereby (the "Closing") shall take place at a mutually agreed time and date at Buyer's offices at 11931 Wickchester Lane, Suite 201, Houston, TX no later than May 25, 2001 unless the Parties mutually agree in writing to extend the Closing Date. In the event Buyer requests that Closing be delayed, Seller shall not unreasonable withhold its approval of such request for a delay of not more than five (5) calendar days, or until not later than May 30, 2001. If Buyer is unable to Close on or before May 30, 2001 abd Buyer desires an additional extension the Effective Date of the transaction shall be changed from April 1, 2001 to May 1, 2001; the Closing shall be extended to not later than June 25, 2001; and all other terms and conditions of this Agreement, including the Purchase Consideration, shall remain unchanged. Ig Buyer due to no fault of Seller is unable to Close on or before May 31, 2001 and Buyer does not desire an extension, Seller may declare Buyer to be in breach of this Agreement. If an extension is granted to June 25, 2001 and Buyer due to no fault of Seller fails to Close on or before that date, Seller may declare Buyer to be in breach and shall forfeit the deposit.

1.4 Payment at Closing and Closing Schedule. The Adjusted Cash Purchase Price will be paid by Buyer to Seller by cashiers check or wire transfer at the Closing. Not less than three business days before Closing, Seller will provide a Closing Schedule (Schedule 1.4) to Buyer. The Closing Schedule will set forth each adjustment to be made to the Cash Purchase Price in accordance with Section 1.12 and will calculate the Adjusted Cash Purchase Price to be paid at Closing. The Stock will be issued to Seller at Closing.

1.5 Incentive Warrants. Concurrently with the execution of this Agreement, Buyer will deliver to Seller a Warrant Agreement ("Warrant"), substantially in the form of Exhibit B attached hereto, which entitles Seller to purchase 200,000 shares of N-Vision Technology, Inc. common stock at a purchase price of $1.00 per share. The Warrant will have an exercise period of three (3) years. The Warrant shall expire if not exercised in its entirety prior to the third year anniversary of its issuance, according to the terms specified therein.

1.6 Deposit. Concurrently with the execution of this Agreement, Buyer has deposited in escrow with John R. Preston, Attorney & Counselor at Law ("Agent") as escrow agent, pursuant to an escrow agreement consistent with the terms herein a letter (the "Authorization Letter"), directing Buyer's Transfer Agent to issue to Seller the amount of 500,000 shares of N-Vision Technology, Inc. common stock (the "Deposit"). A copy of the Authorization Letter shall be attached hereto as Exhibit "C". Such issuance of stock will have been approved by the Board of Directors of the Buyer prior to the execution of this Agreement. At Closing the Parties shall execute a letter to Agent instructing Agent to immediately present the Authorization Letter to Buyer's Transfer Agent. Payment of the Deposit to Seller in this manner shall satisfy Buyer's obligation to pay the Stock component of The Purchase Consideration to Seller.

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