REORGANIZATION AGREEMENT

     THIS  REORGANIZATION  AGREEMENT  entered into this 30th day of October 1997
by, between and among Eurotronics Holdings Incorporated ("Eurotronics"),  a Utah
corporation,  Saxx Capital Holdings,  Inc. ("Saxx Holdings") an Ontario,  Canada
Corporation  that is a wholly-owned  subsidiary of Eurotronics and Saxx Capital,
Inc., an Ontario, Canada Corporation ("Saxx").

NOW,   THEREFORE,   in  consideration  of  the  mutual  covenants,   agreements,
representations  and warranties  herein  contained,  the parties hereby agree as
follows:

1.    Merger.  Eurotronics agrees to cause to be organized,  Saxx Holdings as an
      Ontario, Canada corporation and its wholly-owned  subsidiary,  all for the
      purpose and to the extent deemed  necessary by  Eurotronics to permit Saxx
      Holdings  to  execute  an  acceptance  of  the  terms  of  this  Agreement
      pertaining  to the  merger  of Saxx  Holdings  with and  into  Saxx as the
      surviving  corporation,  and the form of plan of merger  attached  to this
      Agreement  (Exhibit "A"). At such time as Saxx Holdings has been organized
      and is, in the  opinion  of  Eurotronics,  permitted  by law to execute an
      acceptance  of this  Agreement,  the board of directors  of Saxx  Holdings
      shall adopt  resolutions  authorizing  the  execution and delivery of such
      acceptance  and  the  plan  of  merger,  and  approving  the  transactions
      contemplated thereby. On adoption of such resolutions and in consideration
      of the  execution  and delivery of this  Agreement by Saxx,  Saxx Holdings
      shall  execute  and  deliver  to  Eurotronics   duplicate  copies  of  the
      acceptance of this  Agreement  and plan of merger.  Saxx shall survive the
      merger  with  Saxx  Holdings  and  become  a  wholly-owned  subsidiary  of
      Eurotronics.

2.    Exchange of Shares.  Pursuant to this  Agreement,  100% of the Saxx common
      stock outstanding shall be exchanged and converted into 144,500,000 shares
      of Eurotronics common stock (the "Exchanged Stock") on the date of Closing
      as defined in Section (10) ( "Closing").  After Closing, the owners of the
      Saxx common stock shall,  on surrender to  Eurotronics or its Escrow agent
      of the certificate or certificates  representing the Saxx common stock, be
      entitled to receive a certificate or certificates evidencing shares of the
      Exchanged  Stock as provided  herein.  At Closing,  all previously  issued
      shares  of  common  stock of Saxx  shall be  canceled,  and all  rights in
      respect thereof shall cease. The shares of Exchanged Stock issued pursuant
      to this Section 2 and the merger shall be, when  issued,  legally  issued,
      fully paid, and  non-assessable.  The merger shall become effective at the
      time articles of merger are filed with the Secretary of State of the state
      of Utah and/or Ontario, Canada, and shall have the effect set forth in the
      corporation  law of the  state  of  Utah  and/or  Ontario,  Canada. As the
      surviving corporation,  Saxx may take any action in the name and on behalf
      of either Saxx Holdings or Saxx in order to carry out and  effectuate  the
      transactions contemplated by this Agreement.

      a. The directors and officers of Saxx immediately prior to the merger will
         remain the directors and officers of Saxx after the merger.

      b. The Articles of  Incorporation of Saxx in effect  immediately  prior to
         the merger will remain the Articles of Incorporation  after the merger,
         without any modification or amendment as a result of the merger.

      c. The  Bylaws  of Saxx in effect  immediately  prior to the  merger  will
         remain  the  Bylaws  after the  merger,  without  any  modification  or
         amendment as a result of the merger.

3.    Warranties and  Representations  of Saxx In order to induce Eurotronics to
      enter into the  Agreement  and to complete  the  transaction  contemplated
      hereby, Saxx warrants and represent to Eurotronics that:

      a. Organization  and  Standing.  Saxx  is a  corporation  duly  organized,
         validly  existing  and in good  standing  under  the  laws of  Ontario,
         Canada, is qualified to do business with a foreign corporation in every
         other state or jurisdiction in which it operates to the extent required
         by the laws of such  states and  jurisdictions,  and has full power and
         authority  to carry on its  business  as now  conducted  and to own and
         operate its assets, properties and business. Attached hereto as Exhibit
         "B" are true and correct copies of Saxx's Certificate of Incorporation,
         Amendments thereto and all current By-laws.  No changes thereto will be
         made in any of the Exhibit "B" documents before Closing.
<PAGE>
      b. Capitalization.  As of Closing, Saxx's entire authorized equity capital
         consists  of   ______________   shares  of  Common   Stock,   of  which
         ____________  shares  of Common  Stock  will be  outstanding  as of the
         Closing.  As of  Closing,  there  will be no  other  voting  or  equity
         securities   authorized  or  issued,   nor  any  authorized  or  issued
         securities   convertible   into  voting  stock,   and  no   outstanding
         subscriptions,   warrants,  calls,  options,  rights,   commitments  or
         agreements  by which Saxx is bound,  calling  for the  issuance  of any
         additional  shares  of  Common  Stock of any  other  voting  or  equity
         security.  The Saxx Common Shares constitute 100% of the equity capital
         of Saxx, which includes, inter alia, 100% of Saxx's voting power, right
         to receive dividends,  when, and if declared and paid, and the right to
         receive the proceeds of liquidation  attributable  to common stock,  if
         any.

      c. Ownership of Saxx Shares As of the date hereof,  the owners of the Saxx
         stock are the true owners of the Saxx Common Shares,  free and clear of
         all liens,  encumbrances  and  restrictions  of any nature  whatsoever,
         except by reason of the fact that the Saxx Common  Shares will not have
         been registered  under the 1933 Act, or any applicable State Securities
         Laws.

      d. Taxes. Saxx has filed all federal,  state and local income or other tax
         returns and reports  that it is required to file with all  governmental
         agencies and has paid or accrued for payment all taxes as shown on such
         returns,  such that a failure  to file,  pay or accrue  will not have a
         material adverse effect on Saxx.

      e. Pending  Actions.  There  are  no  material  legal  actions,  lawsuits,
         proceedings  or  investigations,  either  administrative  or  judicial,
         pending or  threatened,  against or affecting  Saxx,  that arise out of
         their  operation  of Saxx,  except as described in Exhibit "C" attached
         hereto. Saxx is not knowingly in violation of any Federal or State law,
         material ordinance or regulation of any kind whatever,  including,  but
         not limited to laws,  rules and  regulations  governing the sale of its
         products, services or securities.

      f. Corporate Records. All of Saxx's books and records, including,  without
         limitation, its books of account, corporate records, minute book, stock
         certificate  books and  other  records  are  up-to-date,  complete  and
         reflect  accurately  and fairly  the  conduct  of its  business  in all
         material respects since its date of incorporation.

4.    Warranties and Representations of Eurotronics.  In order to induce Saxx to
      enter into this  Agreement  and to complete the  transaction  contemplated
      hereby, Eurotronics warrants and represents to Saxx that:

      a. Organization and Standing. Eurotronics is a corporation duly organized,
         validly  existing  and in good  standing  under  the laws of  Utah,  is
         qualified to do business as a foreign  corporation in every other state
         in which it operates to the extent required by the laws of such states,
         and has full  power  and  authority  to carry  on its  business  as now
         conducted and to own and operate its assets, properties and business.

      b. Capitalization.  Eurotronics' entire authorized equity capital consists
         of 200,000,000  shares of voting Common Stock,  0.0001 par value. As of
         the Closing, Eurotronics shall have a total of 25,500,000 shares of its
         Common  Stock  issued  and  outstanding.  After  giving  effect  to the
         144,500,000  shares of restricted  stock issued to Saxx pursuant to the
         Reorganization,  there  will  be  a  total  of  170,000,000  shares  of
         Eurotronics  issued and  outstanding.  Upon such  issuance,  all of the
         Eurotronics  Common  Stock  will  be  validly  issued  fully  paid  and
         non-assessable.  The relative  rights and  preferences of  Eurotronics'
         equity   securities   are  set  forth  in   Eurotronics'   Articles  of
         Incorporation  and  By-laws,  as amended  (Exhibit  "G").  There are no
         voting or equity  securities  convertible  into  voting  stock,  and no
         outstanding   subscriptions,    warrants,   calls,   options,   rights,
         commitments or agreements by which  Eurotronics  is bound,  calling for
         the  issuance  of any  additional  shares of Common  Stock or any other
         voting  or  equity  security.   Accordingly,  as  of  the  Closing  the
         144,500,000  shares being issued to Saxx will constitute  approximately
         85% of the total  outstanding  shares of  Eurotronics,  which  includes
         inter alia, that same percentage of Eurotronics' voting power, right to
         receive dividends,  when, as and if declared and paid, and the right to
         receive the proceeds of liquidation  attributable  to Common Stock,  if
         any.

      c. Taxes. At or before Closing,  Eurotronics  will have filed all federal,
         state and local  income or other tax  returns  and  reports  that it is
         required to file with all governmental  agencies and has paid all taxes
         as shown on such returns. All of such returns are true and complete.

      d. Pending Actions.  To the best of Eurotronics'  knowledge,  there are no
         legal  actions,   lawsuits,   proceedings  of  investigations,   either
         administrative of judicial,  pending or threatened against Eurotronics,
         or against any of Eurotronics' officers or directors and arising out of
         their  operation  of  Eurotronics.  Eurotronics  is not  an  investment
         company as defined in or otherwise  subject to  regulation  under,  the
         Investment  Company  Act  of  1940.
<PAGE>
      e. Corporate  Records.  All of Eurotronics'  books and records,  including
         without  limitation,  its book of account,  corporate  records,  minute
         book,  stock  certificate  books  and  other  records  are  up-to-date,
         complete and reflect  accurately and fairly the conduct of its business
         in all respects  since its date of  incorporation:  Upon request all of
         said books and records will be delivered to Saxx.

      f. Financial  Statements.  At or  before  the  Closing,  Eurotronics  will
         provide  Saxx  with  audited  financial  statements  through  year  end
         December 31, 1996. Such audited financial  statements shall be prepared
         in  accordance   with  U.S.  GAAP  by  independent   certified   public
         accountants with substantial SEC experience.

      g. Financial Condition. As of the Closing, Eurotronics will have no assets
         or liabilities.

5.    No  Misleading  Statements or  Omissions.  Neither this  Agreement nor any
      Exhibit,  or  Schedule  of  Documents  attached  hereto  or  presented  to
      Eurotronics  and Saxx Holdings by Saxx or to Saxx by Eurotronics  and Saxx
      Holdings  in  connection  herewith,  contains  any  materially  misleading
      statement,  or omits  any fact of  statement  necessary  to make the other
      statements or facts therein set forth not materially misleading.

6.    Validity  of  this  Agreement.   By  Closing,   all  corporate  and  other
      proceedings required to be taken by Saxx, Saxx Holdings and Eurotronics in
      order to enter  into and to carry out this  Agreement  will have been duly
      and properly  taken.  This Agreement has been duly executed by Saxx,  Saxx
      Holdings and Eurotronics  constitutes the valid and binding  obligation of
      each of them,  except to the  extent  limited  by  applicable  bankruptcy,
      reorganization,  insolvency,  moratorium  or  other  laws  relating  to or
      effecting generally the enforcement of creditors rights. The execution and
      delivery of this  Agreement  and the carrying out of its purposes will not
      result in the breach of any of the terms or conditions of, or constitute a
      default  under or violate  the parties  Certificate  of  Incorporation  or
      document of undertaking, oral or written, to which the parties are a party
      to or is bound or may be affected  by, nor will such  execution,  delivery
      and carrying out violate any order, writ, injunction, decree, law, rule or
      regulation of any court, regulatory agency or other governmental body; and
      the business now  conducted by the parties can continue to be so conducted
      after completion of the transaction  contemplated  hereby,  with Saxx as a
      wholly-owned   subsidiary   of  the   corporation   resulting   from   the
      reorganization between Eurotronics and Saxx.

7.    Enforceability of this Agreement.  When duly executed and delivered,  this
      Agreement and the Exhibits hereto which are incorporated herein and made a
      part hereof are legal,  valid,  and  enforceable  by the  parties  hereto.
      according  to their  terms,  except to the extent  limited  by  applicable
      bankruptcy, reorganization,  insolvency, moratorium or other laws relating
      to or effecting generally the enforcement of creditors rights.

8.    Access to Books and Records.  Saxx, Saxx Holdings and Eurotronics agree to
      provide full and free access to  eachother's  respective  corporate  books
      during the course of this  transaction  prior to Closing,  during  regular
      business hours.

9.    Indemnification. All representations, warranties, covenants and agreements
      made  herein  and  in the  exhibits  attached  hereto  shall  survive  the
      execution and delivery of this Agreement and payment pursuant thereto. The
      officers and directors of the parties  hereto  hereby  agree,  jointly and
      severally,  to indemnify,  defend,  and hold  eachother  harmless from and
      against  any  damage,  loss  liability,  or  expense  (including,  without
      limitation, reasonable expenses of investigation and reasonable attorney's
      fees) arising out of any material breach of any representation,  warranty,
      covenant,  or agreement  made by the officers and directors of the parties
      to this Agreement.

10.   Restricted Shares;  Legend. All of the Eurotronics Common Shares issued to
      Saxx  hereunder  will be  "restricted  securities"  as defined in Rule 144
      under the 1933 Act; and each stock  certificate  issued to Saxx  hereunder
      will bear the usual  restrictive  legend to such effect.  Appropriate Stop
      Transfer instructions will be given to Eurotronics' stock transfer agent.

11.   Termination.  This  Agreement  may be terminated at any time before or; at
      Closing, by:

         a. The mutual agreement of the parties;

         b. Any party if:

            i. Any  provision of this  Agreement  applicable to a party shall be
            materially untrue or fail to be accomplished.
<PAGE>

            ii.  Any legal  proceeding  shall have been  instituted  or shall be
            imminently   threatening   to  delay,   restrain   or  prevent   the
            consummation of this Agreement.

      c. Upon  termination of this Agreement for any reason,  in accordance with
         the terms and conditions set forth in this  paragraph,  each said party
         shall bear all costs and  expenses  as each party has  incurred  and no
         party shall be liable to the other.

12.      Exhibits.  All Exhibits attached hereto are incorporated herein by this
         reference as it they were set forth in entirety.

13.      Miscellaneous  Provisions.  This  Agreement  is  the  entire  agreement
         between the parties in respect of the subject matter hereof,  and there
         are no other  agreements,  written or oral,  nor may this  Agreement be
         modified  except in writing and executed by all of the parties  hereto.
         The  failure to insist upon  strict  compliance  with any of the terms,
         covenants or conditions of this Agreement  shall not be deemed a waiver
         or relinquishment of such right or power at any other time or times.

14.      Closing. The Closing of the transactions contemplated by this Agreement
         ("Closing")  shall take place at 1:00 P.M. on the day after all parties
         have  supplied  the  required   documents  and  obtained  the  required
         approvals as discussed herein except that Saxx shall have until 60 days
         from the date of this  Agreement to obtain the financial  statements as
         discussed  herein.  Closing shall take place at the offices of 268 West
         400 South,  Salt Lake City,  Utah 84101 or such other date and place as
         the  parties  hereto  shall  agree  upon.  At the  Closing,  all of the
         documents and items referred to herein shall be exchanged.

15.      Governing  Law.  This  Agreement  shall be governed by and construed in
         accordance with the internal laws of the State of Utah.

16.      Counterparts.  This  Agreement  may be executed in duplicate  facsimile
         counterparts,  each of which shall be deemed an original  and  together
         shall  constitute  on  and  the  same  binding   Agreement,   with  one
         counterpart being delivered to each party hereto.

     IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of
the date and year above first written.


Eurotronics Holdings Incorporated                         Saxx Capital, Inc.


By:   /s/ Melvin Fields                                   By:   /s/ Anne Moxon
     Melvin Fields,  President                             Anne Moxon, Secretary