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                               Exhibit 10-2

             Acquisition Agreement with Corporacion Pipasa, S.A.


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                      AGREEMENT AND PLAN OF REORGANIZATION

                                 April 30, 1996

                         QUANTUM LEARNING SYSTEMS, INC.
                                 ACQUISITION OF
                            CORPORACION PIPASA, S.A.
                                        
                                        
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                                TABLE OF CONTENTS

                                                                            Page



Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

     1.   Plan of Reorganization   . . . . . . . . . . . . . . . . . . . . . . 1

     2.   Exchange of Shares   . . . . . . . . . . . . . . . . . . . . . . . . 1

     3.   Delivery of Shares and Assets  . . . . . . . . . . . . . . . . . . . 2

     4.   Representations of Stockholders and Acquirees  . . . . . . . . . . . 2

     5.   Representations of Acquiring Corporation   . . . . . . . . . . . . . 4
      
     6.   Closing Date   . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

     7.   Conditions Precedent to the Obligations of Acquirees   . . . . . . . 7

     8.   Conditions Precedent to the Obligations of Acquiror  . . . . . . . . 7

     9.   Indemnification  . . . . . . . . . . . . . . . . . . . . . . . . . . 8

     10.  Nature and Survival of Representations   . . . . . . . . . . . . . . 9

     11.  Documents at Closing   . . . . . . . . . . . . . . . . . . . . . . . 9

     12.  Miscellaneous  . . . . . . . . . . . . . . . . . . . . . . . . . . .10

          Signature Page   . . . . . . . . . . . . . . . . . . . . . . . . . .11




                                      -ii-
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                      AGREEMENT AND PLAN OF REORGANIZATION

     THIS Agreement and Plan of Reorganization is entered into this 30th day of
April, 1996, by and between QUANTUM LEARNING SYSTEMS, INC., a Nevada corpora-
tion, (hereinafter "Acquiror"); and CORPORACION PIPASA, S.A., a Costa Rican
corporation; (hereinafter referred to as "Acquiree"); and the undersigned
Stockholders of Acquiree, (hereinafter referred to as "Stockholders").


                                    RECITALS

     Stockholders of Acquiree own or control all of the issued and outstanding
common stock of Acquiree. Acquiror desires to acquire all of the issued and
outstanding stock of Acquiree, making Acquiree a wholly-owned subsidiary of
Acquiror, and Stockholders desire to make a tax-free exchange solely of their
shares in Acquiree for shares of Acquiror's common stock to be exchanged as set
out herein with said Stockholders.

     NOW, THEREFORE, for the mutual consideration set out herein, the parties
agree as follows:

                                    AGREEMENT

     1.        PLAN OF REORGANIZATION. Stockholders of Acquiree are the owners
          of all the issued and outstanding common stock of said Acquiree. It is
          the intention of the parties hereto that all of the issued and out-
          standing common stock of Acquiree shall be acquired by Acquiror in
          exchange solely for newly issued Acquiror voting stock. It is the
          intention, but not a requirement, of the parties hereto that this
          transaction qualify as a tax-free reorganization under Section 351 of
          the Internal Revenue Code of 1986, as amended, and the applicable
          provisions of Costa Rican tax law. If this transaction does not so
          comply, the parties hereto nevertheless will effect this transaction
          as long as at least 51% of the Acquiree may be transferred hereto. 

     2.        EXCHANGE OF SHARES. Acquiror and Stockholders agree that all of
          the issued and outstanding shares of Class A and Class B common stock
          of Acquiree shall be exchanged with Acquiror for a total of approxi-
          mately 25,600,000 shares, in the aggregate, of restricted common stock
          of Acquiror, which in any case shall be 82.4%, in the aggregate, of
          the issued and outstanding common shares of the Company, on a fully
          diluted basis at the time of the delivery of such shares to the
          Stockholders, which includes currently outstanding warrants or options
          to issue approximately 750,000 shares. If, and to the extent that the
          Acquiror receives less than 100% of the common stock of the Acquiree,
          the amount of shares to be issued hereunder to the Stockholders of the
          Acquiree shall be reduced pro rata. Notwithstanding any other provi-
          sion of this Agreement, and assuming that the Acquiror has received at
          least 51% of the common stock from Acquiree as of the date of delivery


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          (which is hereafter defined), the Stockholders may deliver common
          shares hereunder to the Acquiror for up to twelve months from the date
          hereof. The Acquiror shares will, on the date of delivery to the
          Stockholders, (which is hereafter defined as the Delivery Date), be
          delivered to the Stockholders in exchange for their shares in 
          Acquiree. Stockholders represent and warrant that they will hold such 
          shares of common stock of Acquiror for investment purposes and not for
          further public distribution and agree that the shares shall be appro-
          priately restricted.

     3.        DELIVERY OF SHARES AND ASSETS. On the Delivery Date (which is
          defined as the date in Paragraph 6 herein), Stockholders will deliver
          certificates for the shares of Acquiree duly endorsed so as to make
          Acquiror the sole holder thereof free and clear of all claims and
          encumbrances. On the Delivery Date,  delivery of the Acquiror shares,
          which will be appropriately restricted as to transfer, will be made to
          the Stockholders as set forth herein. A list of the shares of 
          Acquiree, the owners thereof, and shares of Acquiror to be received by
          said Stockholders is attached hereto as Exhibit "A" and by this 
          reference is incorporated herein.

     4.        REPRESENTATIONS OF STOCKHOLDERS AND ACQUIREE. The Stockholders
          and Acquiree, hereby represent and warrant that, with respect to their
          own shares and as to the Acquiree, effective this date, the Closing
          Date (which is defined as the date in Paragraph 6 herein), and the
          Delivery Date, the representations listed below are true and correct
          to the best of their knowledge, information, and belief. Said repre-
          sentations are meant and intended by all parties to apply to the
          Acquiree:

          (a)  The listed Stockholders on Exhibit "A" are the sole owners of all
               of the issued and outstanding shares of common stock of Acquiree;
               such shares are free from claims, liens, or other encumbrances; 
               and Stockholders have the unqualified right to transfer and
               dispose of such shares and assets.

          (b)  The issued shares of Acquiree constitute validly issued shares of
               Acquiree, fully-paid and nonassessable.

          (c)  The audited year-end financial statements of Acquiree covering
               the last  fiscal year (which includes the balance sheet as of the
               1995 fiscal year end and the operational statements as of the
               1994 and 1995 fiscal year ends) and the unaudited financial
               statements as of March 31, 1996, which have been delivered to
               Acquiror, are complete, accurate and fairly present the financial
               condition of Acquiree as of the dates thereof and the results of
               its operations for the periods covered. There are no liabilities,
               either fixed or contingent, not reflected in such financial
               statements other than contracts or obligations in the ordinary
               and usual course of business; and no such contracts or obliga-
               tions in the usual course of business constitute liens or other
               liabilities which, if disclosed, would alter substantially the
               financial condition of such Acquiree as reflected in such finan-
               cial statements. These


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               financial statements have been prepared in accordance with US
               Generally Accepted Accounting Principles consistently applied.

          (d)  Prior to and as of the Closing Date and the Delivery Date, there
               will not be any negative material changes in the financial
               position of Acquiree, except changes arising in the ordinary
               course of business, which changes will in no event adversely
               affect the financial position of said Acquiree.

          (e)  Except as previously disclosed in audited and unaudited financial
               statements, to the best of Acquiree's knowledge, information and
               belief, it is not involved in, and has not received judicial
               notice of any pending litigation or governmental investigation or
               proceeding not reflected in such financial statement, or other-
               wise disclosed in writing to Acquiror and, to the best knowledge
               of Acquiree and Stockholders, no material litigation, claims, or
               assessments, or governmental investigation or proceeding is
               threatened against Acquiree, its principal stockholders or
               properties.

          (f)  As of the Closing Date and the Delivery Date, Acquiree will be in
               good standing in its jurisdiction of incorporation, and will be
               in good standing and in the process of becoming duly qualified to
               do business in each jurisdiction where required to be so quali-
               fied.


          (g)  Acquiree has complied with all applicable laws in connection with
               its formation, issuance of securities, organization, capitaliza-
               tion and operations, and to the best of Acquiree's knowledge,
               information and belief, no contingent liabilities have been
               threatened or claims made, and no basis for the same exists with
               respect to said operations, formation or capitalization, includ-
               ing claims for violation of any US state or federal securities
               laws.

          (h)  Acquiree has filed all governmental, tax or related returns and
               reports due or required to be filed and has paid all taxes or
               assessments which have or which shall become due as of the
               Closing Date and the Delivery Date.

          (i)  Except as disclosed in this Agreement or on any Exhibit, Acquiree
               has not breached any material agreement to which it individually
               or collectively may be a party.

          (j)  Acquiree has no subsidiary corporations.

          (k)  The corporate financial records, minute books, and other docu-
               ments and records of Acquiree are to be available to present
               management of Acquiror prior to the Closing Date and turned over
               to new management of Acquiror in their entirety on the Delivery
               Date.


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          (l)  The execution of this Agreement will not violate or breach any
               agreement, contract, or commitment to which Acquiree or Stock-
               holders are a party and has been duly authorized by all appropri-
               ate and necessary action.

          (m)  The authorized capitalization of Acquiree are as set forth in the
               most recent audited balance sheet of Acquiree. Acquiree has two
               classes of common stock (called Class A and Class B) and two
               classes of preferred stock (called Class C and Class D). All
               outstanding shares have been duly authorized, validly issued and
               are fully paid and nonassessable with no personal liability
               attaching to the ownership thereof. There are no outstanding
               convertible securities, warrants, options or commitments of any
               nature which may cause authorized but unissued shares to be
               issued to any person.

          (n)  To the best knowledge of Stockholders and Acquiree, Acquiree is
               not subject to any material labor disputes or disagreements,
               either actual or contingent.

          (o)  To the best knowledge of Stockholders and Acquiree, Acquiree's
               products, materials and brochures do not infringe the patent or
               copyright rights of any other person or entity.

          (p)  At the date of this Agreement, Stockholders have, and at the
               Closing Date and the Delivery Date, they will have to the best of
               their knowledge, disclosed all events, conditions and facts
               materially affecting the business and prospects of Acquiree and
               its assets. Stockholders have not now and will not have, at the
               Closing Date or the Delivery Date, withheld knowledge of any such
               events, conditions, and facts which they know, or have reasonable
               grounds to know, may materially affect the business and prospects
               of Acquiree or its assets.
          
     5.        REPRESENTATIONS OF ACQUIRING CORPORATION.  Acquiror hereby
          represents and warrants as follows, effective this date, the Closing
          Date, and the Delivery Date, the representations listed below are true
          and correct to the best of its knowledge, information, and belief:

          (a)  As of the Delivery Date, the Acquiror shares to be delivered to
               the Stockholders will constitute valid and legally issued shares
               of Acquiror, fully-paid and nonassessable, and will be legally
               equivalent in all respects to the common stock of Acquiror issued
               and outstanding as of the date thereof.

          (b)  The officers of Acquiror are duly authorized to execute this
               Agreement and have taken all actions required by law and agree-
               ments, charters, and bylaws, to properly and legally execute this
               Agreement.


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          (c)  Acquiror has made available to Acquiree combined audited finan-
               cial statements for the past three fiscal years, which shall be
               true, complete and accurate; there are and shall be no substan-
               tial liabilities, either fixed or contingent, not reflected in
               such financial statements and records or to which the Acquiree
               has not been made aware. Said financial statements fairly and
               accurately reflect the financial condition of the Acquiror as of
               the date thereof and the results of operations for the period
               reflected therein. Such statements shall have been prepared in
               accordance with US Generally Accepted Accounting Principles,
               consistently applied.

          (d)  Prior to and as of the Closing Date and the Delivery Date, there
               will not be any material changes in the financial position of
               Acquiror, except changes arising in the ordinary course of
               business, which changes will in no event adversely affect the
               financial condition of the Acquiror; provided, however, that
               Acquiror will have sold  or transferred all of its operations as
               of the Delivery Date.

          (e)  Except as previously disclosed, Acquiror is not involved in any
               pending litigation, claims, or governmental investigation or
               proceeding not reflected in such financial statements or other-
               wise disclosed in writing to the Stockholders, and there are
               otherwise no lawsuits, claims, assessments, investigations, or
               similar matters, to the best knowledge of management, threatened
               or contemplated against Acquiror, its management or properties.

          (f)  As of the Closing Date and the Delivery Date, Acquiror is duly
               organized, validly existing and in good standing under the laws
               of the State of Nevada; it has the corporate power to own its
               property and to carry on its business as now being conducted and
               is duly qualified to do business in any jurisdiction where so
               required.

          (g)  Acquiror will have filed, by the Delivery Date, all federal,
               state, county and local income, excise, property and other tax
               returns, forms, or reports, which are due or required to be filed
               by it prior to the date hereof and has paid or made adequate
               provision for the payment of all taxes, fees, or assessments
               which have or may become due pursuant to such returns or pursuant
               to any assessments received.

          (h)  Except as previously disclosed, Acquiror has not breached, nor is
               there any pending or threatened claims or any legal basis for a
               claim that Acquiror has breached, any of the terms or conditions
               of any agreements, contracts or commitments to which it is a
               party or is bound and the execution and performance hereof will
               not violate any provisions of applicable law of any agreement to
               which Acquiror is subject.


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          (i)  The present capitalization of Acquiror comprises authorized
               common stock of 20,000,000 shares, $0.001 par value, of which no
               more than 4,400,000 shares are issued and outstanding as of the
               date hereof and prior to giving effect to a contemplated in-
               creased authorization of common shares by the shareholders of
               Acquiror to 60,000,0000 shares; and authorized preferred stock of
               5,000,000 shares, with a $1.00 par value, to have such classes
               and preferences as the Acquiror may determine from time to time.
               No preferred shares are issued and outstanding as of the date
               hereof. All outstanding shares have been duly authorized, validly
               issued, and fully paid. There are 750,000 shares reserved for
               issuance under options or warrants. Otherwise, there are not
               outstanding or presently authorized securities, warrants, options
               or related commitments of any nature.

          (j)  Acquiror has three subsidiary corporations Cambridge Academy,
               Sentient, Inc., Current Concept Seminars, Inc., along with a
               division which engages in real estate development. As a condition
               of this Agreement and the underlying acquisition, the Acquiror
               will divest itself of all operations, including the subsidiary 
               corporations and the real estate division, by the Delivery Date.

          (k)  The shares of restricted common stock of Acquiror to be issued to
               Stockholders as of the Delivery Date, will be validly issued,
               nonassessable and fully-paid under Nevada corporation law and
               will be issued in a non-public offering and exempted transaction
               under federal and state securities laws.

          (l)  At the date of this Agreement, Acquiror has, and at the Closing
               Date, and as of the Delivery Date it will have, disclosed all
               events, conditions and facts materially affecting the business
               and prospects of Acquiror. Acquiror has not now and will not
               have, at the Closing Date, or at the Delivery Date, withheld
               disclosure of any such events, conditions, and facts which it,
               through management has knowledge of, or has reasonable grounds to
               know, may materially affect the business and prospects of Acquir-
               or.

          (m)  Acquiror is a public company and represents that, except as
               previously disclosed, it has no existing or threatened liabili-
               ties, claims, lawsuits, or basis for the same with respect to its
               shareholders, the public, brokers, the U.S. Securities and
               Exchange Commission, state agencies or other persons. This
               includes matters relating to state or federal securities laws as
               well as general common law or state corporation law principles.

     6.        CLOSING AND DELIVERY DATE. The Closing Date herein referred to
          shall be upon such date as the parties hereto may mutually agree for
          the execution of this Agreement but is expected to be on or about
          April 30, 1996. This Agreement is


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          executed by the parties and effective as of the date hereof, subject
          only to the ratification and approval of the transaction, the
          divestiture of Acquiror operations, and the approval of additional
          authorized common shares by the shareholders of the Acquiror. The date
          of ratification and approval of the transaction, the divestiture of
          Acquiror operations, and the authorization of additional common shares
          by the shareholders of the Acquiror shall be known as the Delivery
          Date. Certain exhibits, etc. may be delivered subsequent to the
          Delivery Date upon the mutual agreement of the parties hereto. The
          Stockholders will be deemed to have accepted, as of the Delivery Date,
          delivery of the certificates of stock to be issued in their respective
          names, and in connection therewith will make delivery of their stock
          in Acquiree to Acquiror. 

     7.        CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ACQUIREE. All obliga-
          tions of Acquiree and Stockholders under this Agreement are subject to
          the fulfillment, prior to, as of the Closing Date, or at the Delivery
          Date, of each of the following conditions:

          (a)  The representations and warranties by or on behalf of Acquiror
               contained in this Agreement or in any certificate or document
               delivered to Acquiree pursuant to the provisions hereof shall be
               true in all material respects at and as of the Closing Date and
               the Delivery Date as though such representations and warranties
               were made at and as of such time.

          (b)  Acquiror shall have performed and complied with all covenants,
               agreements, and conditions required by this Agreement to be
               performed or complied with by it prior to or at the Closing Date,
               subject only to the conditions required on the Delivery Date.

          (c)  On the Delivery Date, the present Directors of Acquiror shall
               resign from the Board of Directors of Acquiror. The Acquiree
               shall have the right to name the new Board of Directors, which
               shall consist of seven (7) members, as of the Delivery Date.

          (d)  The shareholders of the Acquiror shall have approved an increase
               in the authorized common shares of the Acquiror to 60,000,000,
               all with a par value of $0.001 per share and an increase in the
               authorized preferred shares of the Acquiror to 5,000,000, all
               with a par value of $1.00 per share.

          (e)  The shareholders of the Acquiror shall approve a change of name
               of the Acquiror as of the Delivery Date to Costa Rica Interna-
               tional Holdings, Inc., or such derivation as may be approved by
               regulatory authorities.

          (f)  The Acquiror shall have disposed of all prior Acquiror operations
               as of the Delivery Date.


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          (g)  The Directors and shareholders of Acquiror shall have approved
               this transaction and such other reasonable matters as requested
               by Acquiree as pertaining to this transaction.

     8.        CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ACQUIROR. All obliga-
          tions of the Acquiror under this Agreement are subject to the fulfill-
          ment, prior to, as of the Closing Date, or at the Delivery Date, of
          each of the following conditions:

          (a)  The representations and warranties by Acquiree and Stockholders
               contained in this Agreement or in any certificate or document
               delivered to Acquiror pursuant to the provisions hereof shall be
               true at and as of the Closing Date and the Delivery Date as
               though such representations and warranties were made at and as of
               such time.

          (b)  Acquiree and Stockholders shall have performed and complied with
               all covenants, agreements, and conditions required by this
               Agreement to be performed or complied with by it prior to or at
               the Closing Date, subject only to the conditions on the Delivery
               Date.

          (c)  Stockholders shall deliver to Acquiror a letter commonly known as
               an "investment letter" agreeing that the shares of stock in
               Acquiror are being acquired for investment purposes, and not with
               a view to resale.

          (d)  Stockholders shall state, and reaffirm as of the Delivery Date,
               that the materials, including, current financial statements,
               prepared and delivered by Acquiror to Stockholders, have been
               read and understood by Stockholders, that they are familiar with
               the business of Acquiror, that they are acquiring the Acquiror
               shares under Section 4(2), commonly known as the private offering
               exemption of the Securities Act of 1933, under Regulation S of
               said Act, and that the shares are restricted and may not be
               resold, except in reliance on an exemption under the Act.

          (e)  Shareholders of the Acquiror shall have approved and ratified
               this Plan of Reorganization, including, but not limited to, an
               increase in the number of authorized common shares to 60,000,000
               and authorized preferred shares to 5,000,000 and the disposition
               by the Acquiror of all operations, including the subsidiary
               corporations and the real estate division, as of the Delivery
               Date. at a duly called shareholders meeting by an affirmative
               vote of not less than a majority of the issued and outstanding
               common shares of the Acquiror.

     9.        INDEMNIFICATION. Within the period provided in paragraph 10
          herein and in accordance with the terms of that paragraph, each party
          to this Agreement, shall indemnify and hold harmless each other party
          at all times after the date of this Agreement against and in respect


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          of any liability, damage or deficiency, all actions, suits, proceed-
          ings, demands, assessments, judgments, costs and expenses including
          attorney's fees incident to any of the foregoing, resulting from any
          misrepresentations, breach of covenant or warranty or non-fulfillment
          of any agreement on the part of such party under this Agreement or
          from any misrepresentation in or omission from any certificate fur-
          nished or to be furnished to a party hereunder. Subject to the terms
          of this Agreement, the defaulting party shall reimburse the other
          party or parties on demand, for any reasonable payment made by said
          parties at any time after the Closing, in respect of any liability or
          claim to which the foregoing indemnity relates, if such payment is
          made after reasonable notice to the other party to defend or satisfy
          the same and such party failed to defend or satisfy the same.

     10.       NATURE AND SURVIVAL OF REPRESENTATIONS. All representations,
          warranties and covenants made by any party in this Agreement shall
          survive the Closing hereunder and the consummation of the transactions
          contemplated hereby for three years from the date hereof. All of the
          parties hereto are executing and carrying out the provisions of this
          Agreement in reliance solely on the representations, warranties and
          covenants and agreements contained in this Agreement and not upon any
          investigation upon which it might have made or any representations,
          warranty, agreement, promise or information, written or oral, made by
          the other party or any other person other than as specifically set
          forth herein.

     11.       DOCUMENTS AT CLOSING. Between the date hereof and the Delivery
          Date, the following transactions shall occur, all of such transactions
          being deemed to occur simultaneously:

          (a)  Stockholders will deliver, or cause to be delivered, to Acquiror
               the following:

               (1)  stock certificates for the stock of Acquiree being tendered
               hereunder, duly endorsed in blank,

               (2)  all corporate records of Acquiree, including without limita-
               tion corporate minute books (which shall contain copies of the
               Articles of Incorporation and Bylaws, as amended to the Delivery
               Date), stock books, stock transfer books, corporate seals, and
               such other corporate books and records as may reasonably request-
               ed for review by Acquiror and its counsel;

               (3)  a certificate of the President of Acquiree to the effect
               that all representations and warranties of Acquiree made under
               this Agreement are reaffirmed on the Closing Date and the
               Delivery Date, the same as though originally given on said date;


                                       9
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               (4)  such other instruments, documents and certificates, if any,
               as are required to be delivered pursuant to the provisions of
               this Agreement or which may be reasonably requested in
               furtherance of the provisions of this Agreement;

          (b)  Acquiror will deliver or cause to be delivered to Stockholders
               and Acquiree:

               (1)  stock certificates for Common Stock to be issued as a part
               of the exchange as listed on Exhibit "A" after the date of
               approval of this transaction by the Acquiror shareholders;

               (2)  a certificate of the President of Acquiror to the effect
               that all representations and warranties of Acquiror made under
               this Agreement are reaffirmed on the Closing Date and the Deliv-
               ery Date, the same as though originally given on said date;

               (3)  certified copies of resolutions by Acquiror's Board of
               Directors and shareholders authorizing this transaction;

               (4)  such other instruments and documents as are required to be
               delivered pursuant to the provisions of this Agreement.

     12.       MISCELLANEOUS.

          (a)  FURTHER ASSURANCES. At any time, and from time to time, after the
               effective date, each party will execute such additional instru-
               ments and take such action as may be reasonably requested by the
               other party to confirm or perfect title to any property trans-
               ferred hereunder or otherwise to carry out the intent and purpos-
               es of this Agreement.

          (b)  WAIVER. Any failure on the part of any party hereto to comply
               with any of its obligations, agreements or conditions hereunder
               may be waived in writing by the party to whom such compliance is
               owed.

          (c)  BROKERS. Neither party has employed any brokers or finders with
               regard to this Agreement unless otherwise described in writing to
               all parties hereto.

          (d)  NOTICES. All notices and other communications hereunder shall be
               in writing and shall be deemed to have been given if delivered in
               person or sent by prepaid first class registered or certified
               mail, return receipt requested.

          (e)  HEADINGS. The section and subsection headings in this Agreement
               are inserted for convenience only and shall not affect in any way
               the meaning or interpretation of this Agreement.


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          (f)  COUNTERPARTS. This Agreement may be executed simultaneously in
               two or more counterparts, each of which shall be deemed an
               original, but all of which together shall constitute one and the
               same instrument.

          (g)  GOVERNING LAW. This Agreement was negotiated and is being con-
               tracted for in the State of Nevada, and shall be governed by the
               laws of the State of Nevada, and the securities being issued
               herein are being issued and delivered outside the jurisdiction of
               the United States in accordance with the isolated transaction and
               non-public offering exemption and with Regulation S of the Act.

          (h)  BINDING EFFECT. This Agreement shall be binding upon the parties
               hereto and inure to the benefit of the parties, their respective
               heirs, administrators, executors, successors and assigns.

          (i)  ENTIRE AGREEMENT. This Agreement is the entire agreement of the
               parties covering everything agreed upon or understood in the
               transaction. There are no oral promises, conditions, representa-
               tions, understandings, interpretations or terms of any kind of
               condition or inducements to the execution hereof.

          (j)  TIME. Time is of the essence.

          (k)  SEVERABILITY. If any part of this Agreement is deemed to be
               unenforceable the balance of the Agreement shall remain in full
               force and effect.

          (l)  DEFAULT COSTS. In the event any party hereto has to resort to
               legal action to enforce any of the terms hereof, such party shall
               be entitled to collect attorneys fees and other costs from the
               party in default.
          
     IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.

                         QUANTUM LEARNING SYSTEMS, INC.
                         a Nevada Corporation

                         By:     ///Signed///
                            ---------------------------------
                                 President

                         CORPORACION PIPASA, S.A.
                         a Costa Rican Corporation

                         By:      ///Signed///
                            ---------------------------------
                              President


                                      11
<PAGE>

                            SHAREHOLDERS OF ACQUIREE:  
                                   

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<PAGE>

                         QUANTUM LEARNING SYSTEMS, INC.

                              OFFICER'S CERTIFICATE


     The undersigned, President of QUANTUM LEARNING SYSTEMS, INC. ("Acquiror"),
does hereby certify that he is a duly elected, qualified and acting officer of
Acquiror, a Nevada corporation, and as such is familiar with the business
affairs of said corporation, and is familiar with and has read that certain
Agreement and Plan of Reorganization between Acquiror and Acquiree, dated April
30, 1996.

     The undersigned does hereby state that the representations and warranties
made by Acquiror contained in said Agreement, to the best of his knowledge, are
true and correct at and as of the time of closing and the date of delivery of
Acquiror's shares. In addition, the undersigned hereby states that to the best
of his knowledge, Acquiror has performed and complied with all covenants,
agreements and conditions required by the Agreement to be performed or complied
with by Acquiror prior to or at the Closing Date or the Delivery Date.

     IN WITNESS WHEREOF, the undersigned, has hereunto duly executed this
Certificate this 30th day of April, 1996.



                                   QUANTUM LEARNING SYSTEMS, INC.



                                   By:        ///Signed///
                                      ----------------------------
                                        President

<PAGE>

                            CORPORACION PIPASA, S.A.


                              OFFICER'S CERTIFICATE


     The undersigned, President of  CORPORACION PIPASA, S.A. ("Acquiree"), does
hereby certify that he is a duly elected, qualified and acting officer of
Acquiree, a Costa Rican corporation, and as such is familiar with the business
affairs of said corporation, and is familiar with and has read that certain
Agreement and Plan of Reorganization between Acquiror and Acquiree, dated April
30, 1996.

     The undersigned does hereby state that the representations and warranties
made by Acquiree contained in said Agreement, to the best of his knowledge, are
true and correct at and as of the time of closing and the date of delivery of
the Acquiror's shares. In addition, the undersigned hereby states that to the
best of his knowledge, Acquiree has performed and complied with all covenants,
agreements and conditions required by the Agreement to be performed or complied
with by Acquiree prior to or at the Closing Date or the Delivery Date.

     IN WITNESS WHEREOF, the undersigned, has hereunto duly executed this
Certificate this 30th day of April, 1996.



                         CORPORACION PIPASA, S.A.



                         By:         ///Signed///
                            -------------------------------------
                                   President