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                      PLAN AND AGREEMENT OF REORGANIZATION


         AGREEMENT dated as of the 2nd day of September, 1999 by and among
Premier Classic Art, Inc., a Delaware corporation, (the "Acquirer") whose
address is 1158 Staffler Road, Bridgewater, New Jersey 08807, Cool Classic
Incorporated, a Nevada corporation whose address is 10010 Canoga Avenue, Suite
B-1, Chatsworth, California 91311 (the "Company") and Joe Cool Collectibles,
Inc., a Nevada corporation whose address is 10010 Canoga Avenue, Suite B-1,
Chatsworth, California 91311 (the "Shareholder")

                               W I T N E S S E T H

                  WHEREAS, the Shareholder is the owner of all of the issued and
outstanding shares of Common Stock, no par value, of the Company, the said
shares being hereinafter referred to as the "Company Shares"; and

                  WHEREAS, the Shareholder desires to effect a reorganization
and Acquirer desires to participate in the reorganization which includes issuing
shares of stock (the "New Shares") upon the terms and subject to the conditions
hereinafter set forth;

                  NOW, THEREFORE, in consideration of the mutual covenants,
conditions and promises contained herein, the parties hereby agree as follows

                                    ARTICLE I

                                     GENERAL

     1. PLAN ADOPTED

     Plan of Reorganization of Acquirer and Company pursuant to the provisions
of Section 368(a)(1)(B) of the Internal Revenue Code is adopted as follows:

     1.1. PLAN OF REORGANIZATION. Upon the terms and subject to the conditions
of this Agreement, the Shareholder will transfer to the Acquirer at the closing
of the transaction contemplated hereby (the "Closing"), 1,000 Company Shares and
shall at the Closing represent that said shares constitute all of the issued and
outstanding shares of Common Stock, no par value, of the Company, free and clear
of all liens, pledges, charges, security interests, encumbrances, title
retention agreements, adverse claims, options, equities or restrictions of any
kind whatsoever, except such restrictions upon transfer as are imposed under the
Securities Act of 1933, as amended (the "Securities Act"). The Shareholder shall
deliver to the Acquirer, at the Closing, certificates representing the Company
Shares, duly endorsed in blank or accompanied by stock powers or other
instruments of transfer, duly endorsed in blank, and shall have annexed thereto
all necessary stock transfer stamps or shall provide funds sufficient for the
purchase thereof at the Shareholder's expense.

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     1.2. EXCHANGE. In exchange for the Company Shares, Acquirer will issue and
cause to be delivered to Shareholder 3,069,788 New Shares which equals forty
(40%) percent of the issued and outstanding shares of the Acquirer taking into
account the issuance of the shares of Acquirer's Common Stock set forth on
Schedule 5(c) but not taking into account the shares to be issued upon
conversion of the Conversion Shares or the Warrant Shares as those terms are
defined in Schedule 5(c).

     1.3. DELIVERY. Upon the terms and subject to the conditions of this
Agreement, and in full consideration of the transfer and assignment and against
the delivery by the Shareholder of the Company Shares, the Acquirer will deliver
to the Shareholder, on the Closing, the New Shares free and clear of all liens,
pledges, charges, security interests, encumbrances, title retention agreements,
adverse claims, options, equities or restrictions of any kind whatsoever, except
such restrictions upon transfer as are imposed under the Securities Act of 1933,
as amended (the "Securities Act").

     1.4. CLOSING. The Closing contemplated by this Agreement shall take place
at the offices of Bondy & Schloss LLP, 6 East 43rd Street, New York, New York at
11:00 A.M. on September 2, 1999 or at such other time and place as shall be
fixed by mutual consent of the parties hereto (the "Closing Date") and the
effective date for all transactions contemplated by this Agreement shall be as
of the Closing Date.

     1.5. RESTRICTED TRANSFERABILITY. The Shareholder understands and recognizes
that it must bear the economic risk of an investment in the New Shares for an
indefinite period of time, since such shares have not been registered under the
Securities Act, and therefore, cannot be sold unless they are either
subsequently registered under the Securities Act or an exemption from such
registration is available and favorable opinions of counsel in form and
substance satisfactory to the Acquirer to that effect are obtained, and the
certificates representing any securities shall bear on their face a legend, in
substantially the following form:

     The shares represented by this Certificate have not been registered under
     the Securities Act of 1933. These shares have been acquired for investment
     and not for distribution or resale. They may not be mortgaged, pledged,
     hypothecated or otherwise transferred without an effective registration
     statement for such shares under the Securities Act of 1933 or unless an
     exemption from such registration provisions has been established or unless
     sold pursuant to Rule 144 under such Act.

     1.6. EXEMPTION. The Shares are being issued in reliance upon the exemption
from registration provided by Section 4(2) of the Securities Act, as well as in
reliance upon any other applicable exemption from such registration.


     1.7. INVESTMENT INTENT. The Shareholder represents that it is acquiring the
Shares for investment and without an intention to distribute them.

                                        2

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                                   ARTICLE II

                         WARRANTIES AND REPRESENTATIONS
                         OF SHAREHOLDER AND THE COMPANY

     2. The Shareholder and the Company hereby warrant and represent to the
Acquirer as follows:

     2.1. ORGANIZATION AND GOOD STANDING OF THE SHAREHOLDER AND THE COMPANY. The
Shareholder and the Company are corporations duly organized, validly existing
and in good standing under the laws of the State of Nevada respectively, have
all requisite corporate powers and authority to carry on their business as
currently conducted and to own or lease and to operate their properties and
assets as and where such properties and assets are now owned or leased and
operated.

     2.2. CAPITALIZATION. The authorized capital stock of the Company consists
of 25,000 shares of Common Stock, of which 1,000 are issued and outstanding. No
shares of capital stock are held in the treasury of the Company. All of the
issued and outstanding Company Shares are duly authorized, validly issued, fully
paid and non-assessable, with no liability whatsoever attaching to the ownership
thereof. The Company Shares constitute 100% of the issued and outstanding
capital stock of the Company. There are no subscriptions, options, warrants,
calls or rights of any kind to purchase or otherwise acquire, or plans,
contracts or commitments providing for the issuance of, or the granting of
rights to acquire, and no securities convertible into, or exchangeable for, any
capital stock of the Company, and the holder of the capital stock has no
preemptive rights.

     2.3 DUE AUTHORIZATION. The execution, delivery and performance of the
transactions contemplated by this Agreement by the Company and the Shareholder
have been duly authorized by their respective Boards of Directors and will not
contravene any provisions of any agreements to which it is a party, an order of
any court or other agency of government or its Certificate of Incorporation or
by-laws.

     2.4. TITLE TO SHARES, CAPACITY, ETC.

          (a) All of the Company Shares are owned of record and beneficially by
the Shareholder. Upon the delivery of and payment for the Company Shares, at the
Closing, as provided in Article 1.3 hereof, the Acquirer will acquire from the
Shareholder, good and marketable title to said shares, free and clear of all
liens, pledges, charges, security interests, encumbrances, community property
rights, title retention agreements, restrictions on transfer or voting, claims,
options or equities or other defects of title of any kind whatsoever, except
such restrictions upon transfer as may be imposed by the Securities Act.

                                        3

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          (b) The Shareholder has full legal right, power and capacity to sell,
assign, transfer and deliver the Company Shares.

          (c) The execution and delivery of this Agreement and the sale of the
Company Shares will not conflict with or result in a breach of any of the terms
or provisions of any mortgage, lease, bond, note, debenture, guaranty, deed of
trust or other agreement, instrument or arrangement to which either the
Shareholder or the Company may be or is a party (including by operation of law)
or by which the property of the Company is bound, or any law, administrative
regulation, or any order of any court or governmental agency or authority
entered in any proceeding to which either the Shareholder or the Company was or
is a party or by which their or its property is bound.

          (d) There are no actions, suits, legal or governmental proceedings
pending or threatened or relating to this Agreement or the transactions
described herein.

          (e) The Shareholder and the Company have duly and irrevocably
authorized, executed and delivered this Agreement and all other documents
necessary to effect the transactions contemplated hereby.

     2.5. LEGAL, VALID AND BINDING. This Agreement constitutes the legal, valid
and binding obligation of the Shareholder, enforceable against it in accordance
with its terms, subject to the effect of bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and other similar laws relating to or
affecting creditors' rights generally and court decisions with respect thereto,
and the availability of equitable remedies.

     2.6. FINANCIAL.

          (a) The Shareholder and the Company have furnished to the Acquirer a
true and complete copy of a financial statement of the Company as of the Closing
Date, attached hereto as Exhibit A . The financial statement is, and will be on
the date of the Closing, true and complete with respect to each item therein and
will have been prepared in accordance with generally accepted accounting
principals. All assets included in the balance sheet are owned free and clear of
any lien, royalties and encumbrances. The Acquirer recognizes that the Company
is a recently formed entity and that its only assets are certain original
production cels (the "Cels") used in the production of animation art and are the
original hand painted drawings on one or more pieces of acetate, approximately
12" by 10" in size and a small amount of Pan Cels, i.e. original hand painted
drawings on one or more pieces of acetate, approximately 36" by 10" in size.
Each Cel or group of Cels will constitute a complete picture, including all
necessary backgrounds. Each Cel shall include, if available, the artist's
sketches. The Cels are specifically described in Schedule 2.7 hereof. A master
Certificate of authenticity reflecting the copyright information required (if
any) will be delivered for each title on Schedule 2.7.

                                        4

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          (b) The Shareholder and Company have duly and timely filed all
federal, state and local tax returns required to be filed prior to the date of
this Agreement, and have properly and correctly reported on such returns all
taxes required to be paid by each of them, including income, employment,
franchise, property, rent and sales and use tax returns and has paid all taxes
due and payable on such returns, all deficiencies and assessments, notice of
which has been received, all other taxes and all governmental charges duties,
penalties, interest and fines (collectively "Other Charges") due and payable on
or before the date of the Agreement. All such tax returns required to be filed
after the date of this Agreement and on or prior to the Closing Date, and all
such deficiencies, assessments, taxes and Other Charges required to be paid
during such period, will be filed and paid prior to the Closing Date;

          (c) There are no suits, actions, claims, audits, investigations,
inquiries or proceedings pending against the Company in respect of any unpaid
taxes, deficiencies, assessments or Other Charges and there are no such
threatened suits, actions, claims, audits, investigations or inquiries;

     2.7. CERTIFICATE OF INCORPORATION BY-LAWS, ETC. True and complete copies of
the Certificate of Incorporation, By-Laws, stock books and stock transfer
records of the Company have been furnished to the Acquirer, and there will be no
amendments or changes thereto prior to the Closing Date. The minute books of the
Company, which have been made available to the Acquirer, contain true and
complete minutes and records of all meetings, proceedings and other actions of
the stockholders, Board of Directors and committees of the Board of Directors of
the Company from the date of the Company's organization to and including the
Closing Date.

     2.8. ASSETS. The Company has good and marketable title to its Assets. Set
forth on Schedule 2.7 hereto is a true and correct list of all assets of the
Company owned by it.

     2.9. MATERIAL CONTRACTS OF COMPANY. The Company, as of the date hereof, is
not a party to, or bound or affected by any agreement, arrangement or commitment
relating to:

          (i) the employment of any person other than officers and personnel
employed at the pleasure of Company in the ordinary course of its business;

          (ii) the election or retention in office of any director or officer;

          (iii) bonuses, pensions, profit-sharing, retirement, stock options,
stock purchases, employee discounts or other employee benefits;

     2.10. LEGAL PROCEEDINGS. Except as set forth on Schedule 2.8 hereto, there
are no actions, suits, proceedings or investigations instituted by or against or
pending or threatened against or affecting, the Company, at law, in equity or
admiralty or before any governmental department, commission, board, agency or
instrumentality, domestic or foreign, whether or not fully

                                        5

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covered by insurance, and the Company is not in default with respect to any
order, writ, injunction or decree of any court or any such department,
commission, board, agency or instrumentality, domestic or foreign.

     2.11. ORDERS, DECREES, ETC. There are no orders, decrees, injunctions or
regulations of any court or any governmental department, commission, board,
agency or instrumentality issued specifically against the Company, which do or
may affect, limit or control the Company's method or manner of conducting
business.

     2.12. REPRESENTATIONS AND WARRANTIES AT CLOSING. Each representation and
warranty of the Shareholder and the Company as contained in this Agreement will
be true and correct on and as of the Closing Date with the same force and effect
as though made on and as of the Closing Date.

                                   ARTICLE III

                 WARRANTIES AND REPRESENTATIONS OF THE ACQUIRER

     WARRANTIES AND REPRESENTATIONS. The Acquirer hereby warrants and represents
as follows:

     3.1 CORPORATE ORGANIZATION, ETC. The Acquirer is a corporation duly
organized and existing under the laws of the State of Delaware and has all
requisite corporate power to carry on its business as currently conducted and to
own or lease and to operate its properties and assets as and where such
properties and assets are now owned or leased and operated.

     3.2 CAPITALIZATION. The authorized capital stock of the Acquirer consists
of 50,000,000 shares of common stock, $.001 par value, of which, as of August
31, 1999, 212,286 shares were issued and outstanding and 10,000,000 shares of
Preferred Stock $.002 par value, of which 216,800 shares were issued and
outstanding as of August 31, 1999.. The outstanding shares of Preferred Stock
are convertible into an aggregate of 48,780 shares of Common Stock . All of the
issued and outstanding shares of Common Stock and Preferred Stock of the
Acquirer are duly authorized, validly issued, fully paid and non-assessable,
with no liability whatsoever attaching to the ownership thereof. Except as set
forth in Article V(c) hereof, there are no subscriptions, options, warrants,
calls or rights of any kind to purchase or otherwise acquire, or plans,
contracts or commitments providing for the issuance of, or the granting of
rights to acquire, and no securities convertible into, or exchangeable for, any
capital stock of the Acquirer, and none of the holders of the Acquirer's stock
has any preemptive rights.

     3.3 DUE AUTHORIZATION. The execution, delivery and performance of the
transactions contemplated by this Agreement by the Acquirer have been duly
authorized by its Board of Directors and will not contravene any provisions of
any agreements to which it is a party, an order of any court or other agency of
government or its Certificate of Incorporation or by-laws.

                                        6

<PAGE>

     3.4 LEGAL VALID AND BINDING. This Agreement constitutes the legal, valid
and binding obligation of the Acquirer, enforceable against it in accordance
with its terms, subject to the effect of bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and other similar laws relating to or
affecting creditors rights generally or court decisions with respect thereto and
the availability of equitable remedies.

     3.5 ISSUANCE OF NEW SHARES. Acquirer is authorized to issue the New Shares.
Upon the issuance of the New Shares, the New Shares shall be fully paid, validly
issued and non-assessable.

     3.6 LITIGATION. No material litigation, proceeding or controversy before
any court or governmental agency is pending, and, to the best of its knowledge,
no such litigation, proceeding or controversy has been threatened.

     3.7 AUTHORITY TO CONDUCT BUSINESS. Acquirer has the corporate power and
authority to carry on its business as it is now being conducted and to own all
its material properties and assets.

     3.8 MATERIAL CONTRACTS OF ACQUIRER. Except as set forth on Schedule 3.8
hereto, Acquirer as of the date hereof is not a party to, or bound or affected
by any agreement, arrangement or commitment relating to:

         (i) the employment of any person other than officers and personnel
employed at the pleasure of Acquirer in the ordinary course of its business;

         (ii) the election or retention in office of any director or officer;

         (iii) bonuses, pensions, profit-sharing, retirement, stock options,
stock purchases, employee discounts or other employee benefits;

     3.9 ABSENCE OF UNDISCLOSED LIABILITIES. Other than obligations to its
processionals, relating to the transactions contemplated hereby and except as
set forth on Schedule 3.9 hereof, to the actual knowledge of Acquirer, Acquirer
has no other obligations or liabilities


     3.10 BROKERS AND FINDERS. Acquirer has not employed or consulted with any
broker or finder in connection with this transaction.

                                        7

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                                   ARTICLE IV

                        SHAREHOLDER AND COMPANY COVENANTS


     4.1 COVENANTS AND AGREEMENTS . Between the date hereof and the Closing
Date, the Shareholder and the Company covenant and agree that:

         (a) Access to Books and Records. The Acquirer and its authorized
representatives shall have full access to the premises and to all books and
records of the Company, and the right to make copies thereof and to take
excerpts therefrom, and the Shareholder and Company agree to furnish the
Acquirer with such other information with respect to the Company as the Acquirer
may from time to time reasonably request. In connection therewith, the
Shareholder and the Company agree to provide Acquirer with copies of all
documents reflecting the transfer to the Company of title to the Cels.

         (b) No Change in Capital Stock. No change will be made in the
authorized, issued or outstanding capital stock of the Company and no
subscriptions, options, rights, warrants, calls, commitments or agreements
relating to the authorized, issued or outstanding capital stock of the Company
will be entered into, issued, granted or created.

         (c) No Dividend or Redemption. No dividend or other distribution or
payment will be declared, set aside, paid or made on or in respect of shares of
the capital stock of the Company, nor will the Company directly or indirectly,
redeem, retire, purchase or otherwise acquire any of such capital stock.

         (d) No Liquidation, Merger, Sale or Acquisition: Sale of Stock. The
Shareholder and the Company will not dissolve, liquidate, adopt a plan of
liquidation or merge, amalgamate or consolidate with any other corporation or
acquire or sell all or substantially all of the business or assets of the
Shareholder or the Company. The Company will not acquire ownership or control of
any capital stock, bonds or other securities of, or any proprietary interest in,
any corporation, partnership, firm, association or business organization, entity
or enterprise, or acquire control, directly or indirectly, of the management or
policies thereof. The Company will not initiate or engage in any negotiations
relating to any of the aforesaid transactions or solicit any offers in
connection therewith.

         (e) No Sales or Other Dispositions. The Company will not sell, lease,
abandon, assign, transfer, license, or otherwise dispose of any of its assets.

         (f) Prohibition of Certain Commitments. The Company will not incur or
become subject to or agree to incur or become subject to, any liability or
obligation, absolute or contingent.

                                        8

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         (g) No Defaults. The Company will not default under or breach any term
or provision of, or suffer or permit to exist any condition or event which,
after notice or lapse of time or both, would constitute a default under, any
contract, agreement, lease, license, commitment, instrument or obligation to
which the Company is a party.

         (h) Maintenance of Properties. The Shareholder shall cause the Company
to keep and maintain its assets in good condition.

         (i) Actions Affecting Representations, Warranties and Covenants. The
Shareholder shall cause the Company to refrain from doing any act or thing, or
suffer any act or thing to be done or to exist, which would result in (a) an
inaccuracy in any representation or breach of any warranty of the Company under
this Agreement if such representation or warranty were deemed to be restated and
made again at the time of doing or suffering such act or thing or at the Closing
Date, or (b) any failure by the Shareholders to duly perform or observe any
term, provision, covenant, agreement or condition set forth or provided for in
this Agreement.

         (j) Books and Records. The Shareholders shall cause the Company to
maintain its books and records in accordance with generally accepted accounting
principles.

         (k) Further Sale or Licensing of Cells. The Shareholder and the Company
will not, subsequent to the Closing herein sell or license others to sell
reproductions in any form of any of the Cels being sold pursuant to this
Agreement.

                                    ARTICLE V

                              COVENANTS OF ACQUIRER

     5. COVENANTS AND AGREEMENTS. Between the date hereof and the Closing Date,
the Acquirer covenants and agrees that:

        (a) Investigation by the Shareholders. The Shareholder may, prior to the
Closing Date through its own representatives, make such investigations of the
Acquirer for such purposes as they deem necessary or advisable in connection
with the transactions contemplated hereby, including, without limitation,
enabling them to familiarize themselves with such assets, properties, plants,
operations and financial condition of the Acquirer.


        (b) No Change in Corporate Charters or By-Laws. No change will be made
in the corporate charter, by-laws or other constituent documents of the
Acquirer.

        (c) No change in Capital Stock. Except as set forth on Schedule V(c)
hereto, no

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change will be made in the authorized, issued or outstanding capital stock of
the Acquirer and no substitutions, options, rights, warrants, calls, commitments
or agreements relating to the authorized, issued or outstanding capital stock of
the Acquirer will be entered into, issued, granted or created except those
already in place on the date hereof. Notwithstanding the foregoing, the Acquirer
may issue shares of stock or options, rights or warrants to acquire shares of
stock for a consideration equal to the market price of the Acquirer's stock as
of the date of the issuance of such stock or options, rights or warrants.
Notwithstanding the foregoing, if any shares of stock or options, rights or
warrants to acquire shares are offered to any officers, directors, or affiliated
or related parties, Shareholder shall be given the same opportunity to accept
such offer on the same terms and conditions, in an amount proportionate to their
respective holdings.

        (d) No Liquidation, Merger, sale or Acquisition; Sale of Stock. The
Acquirer will not dissolve, liquidate, adopt a plan of liquidation or merge,
amalgamate or consolidate with any other corporation or acquire or sell all or
substantially all of the business or assets of the Acquirer or any of its
subsidiaries except to another subsidiary.

     5.1 REGISTRATION OF SECURITIES.

         (a) In the event Acquirer shall, at any time, register securities of
any of its officers or directors with the Commission in accordance with the
Securities Act, the Shareholder shall have the option, exercisable in writing,
to cause Acquirer to register that percentage of the New Shares delivered to
them by Acquirer, then owned by them, as is equal to the percentage of the
shares being registered for Acquirer's officer or director or, if there is more
than one officer or director, the percentage of the officer or director for whom
the largest percentage of shares owned by that director or officer is being
registered. Notwithstanding the foregoing, the Shareholder may not register more
than 50% of the shares being acquired by it.

         (b) In the event Acquirer shall, at any time, register its securities
in connection with a public sale of such securities, it agrees to simultaneously
register 50% or more of the New Shares.

         (c) Cooperation with Acquirer. The Shareholder will cooperate with the
Acquirer in all respects in connection with this Agreement, including, the
timely supplying of all information reasonably requested by the Acquirer and
executing and returning all documents reasonably requested in connection with
the registration and sale of the Registrable Securities.

                                       10

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                                   ARTICLE VI

                     CONDITIONS PRECEDENT TO THE TRANSACTION

     6.1 CONDITIONS PRECEDENT TO THE ACQUIRER'S OBLIGATION TO CLOSE.
Notwithstanding any other provision herein, the obligations of the Acquirer
under this Agreement are, at the option of the Acquirer, subject to the
fulfillment of each of the conditions set forth below.

         (a) Representations, Warranties, Covenants, Agreements and Conditions.
The representations and warranties of the Shareholder contained in this
Agreement, or otherwise made in writing in connection with the transactions
contemplated hereby, shall be true and correct in all material respects on and
as of the Closing Date with the same force and effect as though such
representations and warranties had been made on and as of the Closing Date. On
or before the Closing Date, the Shareholder shall have complied with and duly
performed any and all covenants, agreements and conditions in all material
respects, on its part to be complied with or performed pursuant to or in
connection with this Agreement.

         (b) Certificates. The Acquirer shall have received a certificate dated
the Closing Date and executed by the Shareholder certifying that the
representations and warranties made by the Shareholder in this Agreement are
true and correct at and as of the Closing Date and that it has fulfilled the
covenants, agreements and conditions to be fulfilled by such Shareholder.

         (c) Opinion of Counsel. The Acquirer shall have received an opinion of
counsel for the Shareholder, dated as of the Closing Date, in form and substance
satisfactory to the Acquirer, to the effect that to the best of his knowledge,
(i) the Shareholder and the Company are corporations duly incorporated and
validly existing and in good standing under the laws of the State of Nevada and
have the corporate power to carry on its business as it is now being conducted
(.ii) this Agreement has been duly executed by the Company and the Shareholder
and is the valid and binding obligation of the Company and the Shareholder in
accordance with its terms, except as the same may be limited or otherwise
affected by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and other laws relating to or affecting creditors' rights
generally and court decisions with respect thereto, and the availability of
equitable remedies; and, (iii) the Company Shares are validly issued, fully paid
and non-assessable.

         (d) Approval of Counsel to the Acquirer. All actions, proceedings,
instruments and documents required to carry out this Agreement or incidental
thereto, and all other related legal matters shall have been approved by Bondy &
Schloss LLP, counsel for the Acquirer.

         (e) No Legal Proceedings. No action or proceeding shall have been
instituted to restrain or prohibit the acquisition by the Acquirer, or the
conveyance by the Shareholder, of the Shares.

                                       11

<PAGE>

         (f) No Loss. The assets of the Company shall not have suffered any
destruction or damage by fire, explosion or other calamity exceeding Ten
Thousand ($10,000) Dollars in value not covered by insurance or materially and
adversely affecting the conduct of the business of the Company or its net worth.

     6.2 SHAREHOLDERS'S CONDITIONS PRECEDENT. The obligations of the
Shareholders to consummate this Agreement shall be conditioned upon each of the
following:

         (a) Representations, Warranties, Covenants, Agreements and Conditions.
The representations and warranties contained in this Agreement made by the
Acquirer shall be true in all material respects at the Closing Date as though
such representations and warranties were made at closing. The Acquirer shall
have performed and complied in all material respects with all agreements and
conditions required by this Agreement to be performed or complied with by it
prior to or at the Closing Date.

         (b) Opinion of Counsel. The Shareholder shall have received an opinion
of Bondy & Schloss LLP, counsel for the Acquirer, dated as of the Closing Date,
in form and substance satisfactory to the Shareholders to the effect that to the
best of their knowledge (i) the Acquirer is a corporation duly incorporated and
existing and in good standing under the laws of the State of Delaware (ii) this
Agreement has been duly executed by the Acquirer and is the valid and binding
obligation of the Acquirer in accordance with its terms, except as the same may
be limited or otherwise affected by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and other laws relating to or
affecting creditors' rights generally and court decisions with respect thereto,
and the availability of equitable remedies; and, (iii) the New Shares shall be
validly issued, fully paid and non-assessable.

                                   ARTICLE VII

                                  MISCELLANEOUS

     7.1 MATERIAL MISSTATEMENTS OR OMISSIONS. No representations, warranties,
covenants or agreements by any party to this Agreement, nor any document,
certificate or schedule furnished or to be furnished pursuant hereto, or in
connection with the transactions contemplated hereby, contains or will contain
any untrue statement of a material fact, or omits or will omit to state a
material fact necessary to make the statements of facts contained herein not
misleading.

     7.2 SURVIVAL OF REPRESENTATIONS ETC. All statements contained in any
certificate or other instruments delivered by or on behalf of the Shareholder or
the Company pursuant hereto or in connection with the transactions contemplated
hereby shall be deemed a representation and warranty of the Shareholder and the
Company hereunder, and all statements contained in any certificate or other
instruments delivered by or on behalf of the Acquirer pursuant hereto, or in
connection with the transactions contemplated hereby, shall be deemed
representations and warranties by the Acquirer hereunder.

                                       12

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     7.3 NO WAIVER. The failure of any of the parties hereto to enforce any
provision hereof on any occasion shall not be deemed to be a waiver of any
preceding or succeeding breach of such provision or any other provision.

     7.4 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding of the parties hereto and no amendment, modification or waiver of
any provision herein shall be effective unless in writing executed by the party
charged therewith.

     7.5 GOVERNING LAW. This Agreement shall be construed, interpreted and
enforced in accordance with and shall be governed by the laws of the State of
New York, without reference to the principles of conflicts of laws.

     7.6 BINDING EFFECT. This Agreement shall bind and inure to the benefit of
the parties, their successors and assigns.

     7.7 ASSIGNMENT. No party may assign its rights or delegate its obligations
under this Agreement without the prior written consent of all parties hereto.

     7.8 PARAGRAPH HEADINGS. The paragraph headings herein have been inserted
for convenience of reference only, and shall in no way modify or restrict any of
the terms or provisions hereof.

     7.9 NOTICES. Any notice or other communication under the provisions of this
Agreement shall be in writing, and shall be given by postage prepaid, registered
or certified mail, return receipt requested, by hand delivery with return
receipt requested, or by the Express Mail Service offered by the United States
Post Office, directed to the addresses set forth above, or to any new address of
which any party shall have informed the others by the giving of notice in the
manner provide herein with copies to: .

           Michael Luftman, Esq. (Counsel to Company and Shareholder)
           Reish & Luftman
           11755 Wilshire Boulevard
           Los Angeles, CA 90025; and

           Irwin E. Russell, Esq.
           9401 Wilshire Boulevard, Suite 760
           Beverly Hills, CA 90212

           Gerald A. Adler, Esq. (Counsel to Acquirer)
           Bondy & Schloss LLP
           6 East 43rd Street
           New York, NY 10017

Such notice or communication shall be effective, if sent by mail, three days
after it is mailed within the

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<PAGE>

continental United States; if sent by Express Mail service, one day after it is
mailed, or by hand delivery, upon receipt.


     7.10 CONSENT TO SERVICE OF JURISDICTION AND VENUE.

          (a) The Shareholder hereby irrevocably consent to the jurisdiction and
venue of the courts of the State of New York, and of any United States District
Court located within the State of New York in connection with any action or
proceeding arising out of or relating to this Agreement.

          (b) The Acquirer hereby irrevocably consents to the jurisdiction and
venue of the courts of the State of New York and of any United States District
Court located within the State of New York in connection with any action or
proceeding arising out of or relating to this Agreement.

     7.11 UNENFORCEABILITY, SEVERABILITY. If any provision of this Agreement is
found to be void or unenforceable by a court of competent jurisdiction then the
remaining provisions of this Agreement, shall, nevertheless, be binding upon the
parties with the same force and effect as though the unenforceable part had been
severed and deleted.

     7.12 EXECUTION OF DOCUMENTS. At any time, and from time to time hereafter,
the parties hereto will execute and deliver such further conveyances,
assignments and other written assurances as shall reasonably be requested in
order to vest and confirm title to the New Shares, the Company Shares and/or the
assets of the company. and conveyed hereunder.

     7.13 COUNTERPARTS. This Agreement may be executed in counterparts, all of
which shall be deemed to be duplicate originals.

     7.14 EXPENSES. Shareholders and Acquirer shall pay their own expenses in
connection with this Agreement, including the fees and disbursements of their
counsel, whether or not the transactions contemplated hereby are consummated.
Shareholders agree that their fees will not be charged to the Company.

                                       14

<PAGE>

                                  ARTICLE VIII

                                   TERMINATION

     Notwithstanding any other provision of this Agreement, this Agreement may
be terminated:

     8.1 FAILURE TO CLOSE. By either Shareholder or Acquirer upon written notice
to the other if the Closing shall not have occurred by the close of business on
or before September 2, 1999, unless the delay results from an action taken, or
the failure to take an action by such party, in breach of this Agreement.

     8.2 MATERIAL BREACH BY SHAREHOLDER. At any time prior to or on the Closing
Date, upon written notice by Acquirer to Shareholder, if Shareholder shall have
been in material breach of any representation, warranty, covenant, undertaking
or restriction herein contained and such breach has not been cured by 30 days
after the giving of written notice by Acquirer to Shareholder of such breach.

     8.3 MATERIAL BREACH BY ACQUIRER. At any time prior to or on the Closing
Date, upon written notice by Shareholder to Acquirer, if Acquirer shall have
been in material breach of any representation, warranty, covenant, undertaking
or restriction herein contained and such breach has not been cured by 30 days
after the giving of written notice by Shareholders to Acquirer of such breach.

     8.4 EFFECT OF TERMINATION. In the event of termination of this Agreement by
either Acquirer or Shareholder as provided above, this Agreement shall forthwith
become void and there shall be no liability on the part of any of the parties
hereto or their respective officers and directors.

                                       15

<PAGE>

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

                                      Joe Cool Collectibles, Inc.


                                      By:_________________________________
                                         Joseph Cesaro, President


                                      Premier Classic Art, Inc.


                                      By:_________________________________
                                         Charles F. Trapp,  President


                                      Cool Classic Incorporated


                                      By:_________________________________
                                         Joseph Cesaro,  President

                                       16

<PAGE>

                                  SCHEDULE 2.7

400,000 Original Hand-Painted on acetate consisting of a mixture of 12 Field
(approx. 12" x 10") and Pan Cels (approx. 36" x 10"). Animation Production Cels
(cels) selected from and used on the following programs:

1.  Real Ghostbusters/Slimer                        approx 75,000
2.  Ewoks (Star Wars)                               approx 75,000
3.  He-Man, Master of the Universe                  approx 75,000
4.  She-Ra, Princess of Power                       approx 75,000
5.  Bravestar                                       approx 45,000
6.  Flash Gordon                                    approx 10,000
7.  Shelly Duvall's Bedtime Stories                 approx 10,000
8.  Beethoven                                       approx  5,000
9.  Back to the Future                              approx 10,000
10. Miscellaneous                                   approx 20,000

The total number of "cels" shall be 400,000, however, the number from each of
the titles may vary slightly.

                                       17

<PAGE>

                                  SCHEDULE 2.8

Pending or threatened actions, suits, proceedings or investigations instituted
by or against the Company: NONE.

                                       18

<PAGE>

                                  SCHEDULE 3.8

The Acquirer is obligated to pay to Anthony DiNota, a finder's fee in the amount
of $140,000 payable as follows: $40,000 at the closing of the loan transaction
with Giltner Stevens and $5,000 per for 20 months commencing three months after
the closing of the Giltner Stevens transaction.

At such times as the $775,000 Convertible Note of the Acquirer to Giltner
Stevens remains outstanding, Giltner Stevens has the right to designate one (1)
member of the Board of Directors if the Acquirer maintains a three (3) member
Board of Directors and to designate two(2) members of the Board of Directors if
the Acquirer maintains a five(5) member Board of Directors.

                                       19

<PAGE>

                                  SCHEDULE V(c)

1. The Acquirer is obligated to issue the following securities:

(i) pursuant to agreements to be entered into with Giltner Stevens, 100,000
shares of the Acquirer's Common Stock, a Convertible Promissory Note convertible
into 250,000 shares of the Acquirer's Common Stock (the "Conversion Shares"),
and a warrant to purchase 400,000 shares of the Acquirer's Common stock at $1.00
per share (the "Warrant Shares);

(ii) the issuance of 1,158,845 shares of Common Stock to Charles F. Trapp, an
officer and director of the Company.

(iii) 75,000 shares of Common Stock to Louis Pistelli for agreeing to serve as a
director of the Acquirer.

(iv) 306,980 shares to Michael Salerno for services rendered

(v) 76,744 shares to Charles McLaughlin for services rendered

(vi) 376,049 shares to Royal Trading Ltd. for services rendered.

2. The Acquirer intends to issue 2,250,000 shares of the Acquirer's Common Stock
to Accredited Investors in a placement pursuant of Regulation D of the
Securities Act of 1933, as amended

                                       20