<PAGE>


                      AGREEMENT AND PLAN OF REORGANIZATION


                                  BY AND AMONG


                         SUNBURST ACQUISITIONS III, INC.

                                       AND

                            SUNBURST SUBSIDIARY, INC.

                                       AND

                     AMERICAN RECRUITMENT CONFERENCES, INC.

                                       AND

                                  WORKSEEK.COM













                           DATED AS OF AUGUST 30, 1999





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THIS AGREEMENT AND PLAN OF REORGANIZATION  (this "Agreement") is entered into as
of August 30, 1999, by and among  SUNBURST  ACQUISITIONS  III,  INC., a Colorado
corporation  ("SUNBURST"),  SUNBURST SUBSIDIARY,  INC., a California corporation
("SUBSIDIARY"),   WORKSEEK.COM,  a  California  corporation  ("WORKSEEK"),   and
AMERICAN RECRUITMENT CONFERENCES,  INC., a California corporation  ("AMERICAN").
AMERICAN  and  WORKSEEK  are herein  sometimes  collectively  referred to as the
AFFILIATED COMPANIES.

                                    RECITALS


     A. Sunburst is a corporation that currently files reports with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended.

     B. Subsidiary is a newly formed corporation and a wholly-owned subsidiary
of Sunburst.

     C. The Boards of Directors of Sunburst, Subsidiary, American and WorkSeek,
and the shareholders of Subsidiary, American and WorkSeek, have approved the
merger of American and WorkSeek into Subsidiary (the "Merger"), pursuant to the
Agreement of Merger set forth as Exhibit A hereto (the "Agreement of Merger")
and the transaction contemplated hereby, in accordance with the applicable
provisions of the statutes of the States of California and Colorado.

     D. For federal income tax purposes, it is intended that the merger
contemplated hereby shall qualify as a reorganization with the meaning of
Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code").

     E. Before the closing of the Merger, Sunburst intends to cancel certain
shares of its currently outstanding 2,495,000 shares of common stock and intends
to effect a stock split (the "Stock-Split") of the remaining shares so that the
number of currently outstanding shares of Sunburst Common Stock shall increase
to a total of 6,481,600 shares. The shares of Sunburst Common Stock issued or
outstanding after the Stock-Split are herein referred to as "Post-Split Sunburst
Common Stock".


                                    AGREEMENT

NOW, THEREFORE, for and in consideration of the foregoing recitals and of the
premises and the mutual agreements hereinafter set forth, in accordance with the
provisions of applicable law, the parties hereby agree as follows:


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                                        1

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                                    ARTICLE I
                                   THE MERGER

1.1      THE MERGER. On the Effective Date (as defined in Section 1.2), each of
         American and WorkSeek shall be merged with and into Subsidiary and the
         separate existence of each of the Affiliated Companies shall thereupon
         cease, and the name of Subsidiary, as the surviving corporation in the
         Merger (the "Surviving Corporation"), shall by virtue of the Merger be
         changed to "AMERICAN RECRUITMENT CONFERENCES, INC." Upon the
         effectiveness of the Merger, the separate existence of each of the
         Affiliated Companies shall cease and Subsidiary, as the Surviving
         Corporation, shall succeed, without other transfer, to all the rights
         and properties of each of the Affiliated Companies and shall be subject
         to all the debts and liabilities of the Affiliated Companies in the
         same manner as if the Surviving Corporation had itself incurred them;
         and the Surviving Corporation shall continue to be vested with all the
         rights and property of Subsidiary and to be subject to all the debts
         and liabilities of Subsidiary. The effect of the Merger shall in all
         respects be the same as is provided in Section 1107 of the California
         Corporations Code.

1.2      EFFECTIVE DATE OF THE MERGER. The Merger shall become effective when a
         properly executed Agreement of Merger is duly filed with the California
         Secretary of State, which filing shall be made concurrently with the
         Closing as defined below. When used in this Agreement, the term
         "Effective Date" shall mean the date and time at which such Agreement
         of Merger is so filed.

1.3      ARTICLES OF INCORPORATION. At the Effective Date, Article ONE of the
         Articles of Incorporation of Subsidiary shall be amended to read in
         full as follows: "ONE: The name of this corporation is AMERICAN
         RECRUITMENT CONFERENCES, INC." As so amended, the Articles of
         Incorporation of Subsidiary shall be the Articles of Incorporation of
         the Surviving Corporation, and thereafter may be amended in accordance
         with its terms and as provided by law.

1.4      BY-LAWS. The By-Laws of Subsidiary as in effect on the Effective Date
         of the Merger shall be the By-Laws of the Surviving Corporation until
         amended or repealed as provided therein.

1.5      BOARD OF DIRECTORS. From and after the Effective Date, the Board of
         Directors of American shall be the same as the Board of Directors of
         the Sunburst, until changed by the vote or the written consent of
         Sunburst.

1.6      OWNERSHIP OF SUBSIDIARY. All of the outstanding shares of capital stock
         of Subsidiary have been issued to Sunburst and, immediately following
         the Effective Date, shall continue to be owned by and registered in the
         name of Sunburst on the Surviving Corporation's shareholder register
         and shall continue to represent all of the issued and outstanding
         shares of the Surviving Corporation.

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1.7      CONVERSION OF SHARES. Pursuant to this Agreement and the Agreement of
         Merger, on the Effective Date, by virtue of the Merger and without any
         action on the part of any holder of any capital stock of any of the
         Affiliated Companies, the shares of American common stock (the
         "American Common Stock"), and the shares of WorkSeek common stock (the
         "WorkSeek Common Stock") shall be converted as follows:

         (a)      Each certificate that prior to the Effective Date represented
                  one outstanding share of American Common Stock will be
                  exchanged for 137.313 shares of Post-Split Sunburst Common
                  Stock. Accordingly, the 60,000 shares of American Common Stock
                  outstanding as of the date of this Agreement would be
                  exchanged into a total of 8,238,800 shares of Post-Split
                  Sunburst Common Stock.

         (b)      Each certificate that prior to the Effective Date represented
                  one outstanding share of WorkSeek Common Stock will be
                  exchanged for 5,000 shares of Sunburst Series B Convertible
                  Preferred Stock (the "SUNBURST PREFERRED STOCK"). Each share
                  of Sunburst Preferred Stock shall be convertible into shares
                  of Post-Split Sunburst Common Stock at an initial conversion
                  ratio of one share of preferred stock for one share of common
                  stock (subject to adjustment for stock splits, stock dividends
                  and other similar events), shall have a stated value of $1.00
                  per share, and shall have a 7% dividend preference. Each share
                  of Sunburst Preferred Stock shall be entitled to vote with the
                  Post-Split Sunburst Common Stock as a class on an as-converted
                  basis.

         (c)      (i) Each outstanding option to purchase American Common Stock
                  (an "American Option"), whether or not then exercisable, shall
                  be converted into an option to receive in substitution for
                  each share of American Common Stock subject to an American
                  Option, 137.313 shares of Post-Split Sunburst Common Stock at
                  an exercise price of $0.50 per share, and (ii) the currently
                  outstanding warrant (the "REORGANIZATION WARRANT") issued to
                  Derek E. Ludwig by American granting Mr. Ludwig the rights to
                  purchase up to 10,924 shares of American common stock will be
                  exchanged for a warrant, having the same terms and conditions
                  as the Reorganization Warrant, issued by Sunburst granting Mr.
                  Ludwig the right to purchase up to a maximum of 1,500,000
                  shares of Post-Split Sunburst Common Stock at an exercise
                  price of $0.50 per share. The Reorganization Warrant was
                  granted to Mr. Ludwig pursuant to that certain Consulting
                  Agreement, dated as of June 30, 1999. Mr. Ludwig's Consulting
                  Agreement and the form of the Reorganization Warrant are
                  attached hereto as Exhibit B. All other terms and conditions
                  of each American Option shall remain the same and American and
                  Sunburst shall provide an appropriate notice to each American
                  Option holder.


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         (d)      No fraction of a share of Post-Split Sunburst Common Stock or
                  Sunburst Preferred Stock will be issued in connection with the
                  Share Exchange. Instead amounts of shares will be rounded up
                  to the nearest whole number.

1.8      EXCHANGE OF CERTIFICATES. From and after the Effective Date, each
         shareholder of either of the Affiliated Companies shall be entitled to
         receive in exchange for stock certificates representing shares of
         American and WorkSeek Common Stock, upon surrender thereof to Sunburst,
         new certificates representing the whole number of shares of Post-Split
         Sunburst Common Stock and Sunburst Preferred Stock into which such
         Affiliated Companies' shares of American and WorkSeek Common Stock
         shall have been exchanged as set forth herein. From and after the
         Effective Date, Sunburst shall be entitled to treat the certificates
         which immediately prior to the Effective Date represented shares of
         American and WorkSeek Common Stock and which have not yet been
         surrendered for exchange as evidencing the ownership of the number of
         full shares of Post-Split Sunburst Common Stock represented by such
         certificates as shall have been converted pursuant to this Agreement.

1.9      REPORTING OF MERGER. For federal, state, and local income tax return
         reporting purposes, all parties agree to treat the Merger as a
         nontaxable exchange under Section 368(a) of the Code.

1.10     BOARD OF DIRECTORS OF SUNBURST. As provided in Section 6.2(l) below,
         simultaneously at Closing, the number of directors of Sunburst shall be
         increased to seven. The existing officers and directors of Sunburst
         shall resign from their positions and four members selected by the
         Affiliated Companies and three members selected by CENTURY FINANCIAL
         PARTNERS, INC. ("CENTURY") shall be appointed to fill the vacancies.

                                   ARTICLE II
                                   THE CLOSING

2.1      TIME AND PLACE OF CLOSING. The closing of the Merger (the "CLOSING")
         shall, unless otherwise agreed to in writing by the parties, take place
         at the offices of Troy & Gould Professional Corporation, 1801 Century
         Park East, 16th Floor, Los Angeles, California 90067, at 10:00 a.m.,
         local time, on or prior to September 30, 1999.

2.2      OBLIGATIONS OF THE AFFILIATED COMPANIES AT OR PRIOR TO THE CLOSING. At
         or prior to Closing, and subject to the satisfaction by Sunburst of its
         obligations hereunder, the Affiliated Companies shall deliver to
         Sunburst the following:

         (a)      A copy of the Articles of Incorporation of American and
                  WorkSeek, each certified as of a date within thirty days of
                  the Closing by the Secretary of State of the State of
                  California and certified by the corporate secretaries of

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<PAGE>


                  American and WorkSeek as to the absence of any amendments
                  between the date of certification by the Secretary of State
                  and the Closing;

         (b)      A certificate from the Secretary of State of the State of
                  California as to the existence and good standing of American
                  and WorkSeek, each as of a date within 15 days of the Closing;

         (c)      A certificate of the corporate secretary of American and
                  WorkSeek attaching thereto true and correct copies of the
                  bylaws of American and WorkSeek and the corporate resolutions
                  duly adopted by the board of directors of American and
                  WorkSeek authorizing the consummation of the transactions
                  contemplated hereby;

         (d)      The certificates referred to in Sections 6.1(a) and 6.1(b)
                  hereof; and

         (e)      Such other documents as are required pursuant to this
                  Agreement or as may reasonably be requested from the
                  Affiliated Companies by Sunburst or its counsel.

2.3      OBLIGATIONS OF SUNBURST AT OR PRIOR TO THE CLOSING. At or prior to
         Closing, and subject to the satisfaction by the Affiliated Companies of
         their obligations hereunder, Sunburst shall deliver to the Affiliated
         Companies the following:

         (a)      A copy of the Articles of Incorporation of Sunburst and
                  Subsidiary, each certified as of a date within thirty days of
                  the Closing by the Secretary of State of the States of
                  Colorado and California, respectively, and certified by the
                  corporate secretary of Sunburst and Subsidiary as to the
                  absence of any amendments between the date of certification by
                  the Secretary of State and the Closing;

         (b)      A certificate from the Secretary of State of the State of
                  Colorado as to the existence and good standing of Sunburst as
                  of a date within 15 days of the Closing;

         (c)      A certificate from the Secretary of State of the State of
                  California as to the existence and good standing of Subsidiary
                  as of a date within 15 days of the Closing;

         (d)      A certificate of the corporate secretary of each of Sunburst
                  and Subsidiary attaching thereto true and correct copies of
                  the bylaws of Sunburst and Subsidiary and the corporate
                  resolutions duly adopted by the board of directors of Sunburst
                  and Subsidiary authorizing the consummation of the
                  transactions contemplated hereby;

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         (e)      The certificates of Sunburst and Subsidiary referred to in
                  Sections 6.2(a) and (b) hereof; and

         (f)      Such other documents as are required pursuant to this
                  Agreement or as may reasonably be requested from Sunburst and
                  Subsidiary by the Affiliated Companies or their counsel.

                                   ARTICLE III
                        REPRESENTATIONS AND WARRANTIES OF
                            THE AFFILIATED COMPANIES

Except as set forth below or as set forth in the schedule delivered by the
Affiliated Companies to Sunburst prior to the execution of this Agreement (the
"AFFILIATED COMPANIES DISCLOSURE SCHEDULE") , American represents, warrants, and
covenants to Sunburst and Subsidiary as follows with respect to American, and
WorkSeek represents, warrants and covenants to Sunburst and Subsidiary as
follows with respect to WorkSeek:

3.1      ORGANIZATION AND QUALIFICATION. Each of American and WorkSeek is a
         corporation duly organized, validly existing and in good standing under
         the laws of the State of California and has all requisite corporate
         power and authority to (a) own, lease and operate its properties and
         assets as they are now owned, leased and operated and (b) carry on its
         business as currently conducted and as proposed to be conducted. Each
         of American and WorkSeek is duly qualified or licensed to do business
         in each jurisdiction in which the failure to be so qualified or
         licensed could have a material adverse effect on its current business,
         operations, properties, assets, liabilities, prospects, or condition
         (financial or otherwise) (hereinafter a "MATERIAL EFFECT").

3.2      CAPITALIZATION. The issued and outstanding capital stock of American
         consists of 60,000 shares of common stock, and the issued and
         outstanding capital stock of WorkSeek consists of 1,000 shares of
         common stock. All of the issued and outstanding shares of capital stock
         of American and WorkSeek are validly issued, fully paid, and
         nonassessable, and none of such shares have been issued in violation of
         the preemptive rights of any person. No shares of American or WorkSeek,
         whether or not currently outstanding, have been offered, sold or issued
         in violation of any state or federal securities laws.

3.3      SUBSIDIARIES AND AFFILIATES. Neither American nor WorkSeek owns or
         holds, directly or indirectly, any equity, debt, or other interest in
         any entity or business or any option to acquire any such interest.

3.4      OPTIONS OR OTHER RIGHTS. No options, warrants, calls, commitments or
         other rights to acquire, sell or issue shares of capital stock or other
         equity interests of American in WorkSeek, whether upon conversion of
         other securities or otherwise, are issued or

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         outstanding, and there is no agreement or understanding with respect to
         the voting of such capital stock or other equity interests.

3.5      OWNERSHIP OF SHARES. The shares of American Common Stock are owned of
         record and beneficially by the American shareholders listed on the
         Affiliated Companies Disclosure Schedule, and all of the shares of
         WorkSeek Common Stock are owned by Derek E. Ludwig.

3.6      VALIDITY AND EXECUTION OF AGREEMENT. Each of the Affiliated Companies
         represents as to itself that it has the full legal right, capacity and
         power required to enter into, execute and deliver this Agreement and to
         carry out the transactions contemplated hereby. This Agreement has been
         duly executed and delivered by each of the Affiliated Companies and
         constitutes the valid and binding obligation of each of the Affiliated
         Companies, enforceable in accordance with its terms, subject to the
         qualification that enforcement of the rights and remedies created
         hereby is subject to (a) bankruptcy, insolvency, reorganization,
         moratorium and other laws of general application affecting the rights
         and remedies of creditors and (b) general principles of equity
         (regardless of whether such enforcement is considered in a proceeding
         in equity or at law).

3.7      NO CONFLICT. Neither the execution, delivery, or performance of this
         Agreement does or will: (a) result in any violation or be in conflict
         with or constitute a default under any term or provision of the
         Articles of Incorporation or bylaws of either American or WorkSeek or
         any term or provision of any judgment, decree, order, statute,
         injunction, rule, or regulation applicable to American or WorkSeek, or
         of any material note, bond, mortgage, indenture, lease, license,
         franchise, agreement, or other instrument or obligation to which
         American or WorkSeek is bound; (b) result in the creation of any
         material option, pledge, security interest, lien, charge, encumbrance,
         or restriction, whether imposed by agreement, understanding, law or
         otherwise, except those arising under applicable federal or state
         securities laws (hereinafter an "ENCUMBRANCE") upon any of the
         properties or assets of American or WorkSeek pursuant to any such term
         or provision; or (c) constitute a default under, terminate, accelerate,
         amend or modify, or give any party the right to terminate, accelerate,
         amend, modify, abandon, or refuse to perform or comply with, any
         material contract, agreement, arrangement, commitment, or plan to which
         American or WorkSeek is a party, or by which American or WorkSeek or
         any of their respective properties or assets may be subject or bound.

3.8      CONSENTS AND APPROVALS. No federal, state, or other regulatory
         approvals are required to be obtained, nor any regulatory requirements
         complied with, by American or WorkSeek in connection with the Merger.


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3.9      VIOLATION OF LAWS, PERMITS, ETC.

         (a)      Neither American nor WorkSeek is in violation of any term or
                  provision of its Articles of Incorporation or bylaws, or of
                  any material term or provision of any judgment, decree, order,
                  statute, law, injunction, rule, ordinance, or governmental
                  regulation that is applicable to it and where the failure to
                  comply with which would have a Material Effect on such
                  company.

         (b)      Each of American and WorkSeek has maintained in full force and
                  effect all certificates, licenses, and permits material to the
                  conduct of its business, and has not received any written
                  notification that any revocation or limitation thereof is
                  threatened or pending.

3.10     BOOKS AND RECORDS. The books and records of American and WorkSeek
         (including, without limitation, the books of account, minute books, and
         stock record books) are complete and correct in all material respects
         and have been maintained in accordance with sound business practices.
         The minute books of American and WorkSeek are complete and current in
         all material respects and, as applicable, accurately reflect all
         actions taken by the shareholders and the board of directors of
         American and WorkSeek since the date of inception, and all signatures
         contained therein are the true signatures of the persons whose
         signatures they purport to be.

3.11     FINANCIAL STATEMENTS.

         (a)      The unaudited balance sheets of American as of fiscal years
                  ended December 31, 1997 and 1998, and the related unaudited
                  statements of income, statements of cash flow and statements
                  of shareholders equity for the years then ended, true and
                  complete copies of which have been delivered to Sunburst,
                  present fairly, in all material respects, the financial
                  position of American as at such dates and the results of
                  operations of American for the years then ended, in accordance
                  with generally accepted accounting principles ("GAAP")
                  consistently applied for the periods covered thereby.

         (b)      The unaudited balance sheet of American as of June 30, 1999
                  and the related statements of income, statements of cash flow
                  and statements of shareholders equity for the period then
                  ended, true and complete copies of which have heretofore been
                  delivered to Sunburst, present fairly, in all material
                  respects, the financial position of American as of such date
                  and the results of operations of American for the period then
                  ended, in each case in accordance with GAAP consistently
                  applied for the six-month period covered thereby, except for
                  footnotes and normal year-end adjustments.

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         (c)      The unaudited balance sheet of WorkSeek as of June 30, 1999
                  and the related statements of income, statements of cash flow
                  and statements of shareholders equity for the period then
                  ended, true and complete copies of which have heretofore been
                  delivered to Sunburst, present fairly, in all material
                  respects, the financial position of WorkSeek as of such date
                  and the results of operations of WorkSeek for the period then
                  ended, in each case in accordance with GAAP consistently
                  applied for the period covered thereby, except for footnotes
                  and normal year-end adjustments.

         (d)      The financial statements referred to in paragraphs (a), (b)
                  and (c) above are hereinafter referred to as the "FINANCIAL
                  STATEMENTS".

3.12     UNDISCLOSED LIABILITIES. Neither American nor WorkSeek has any material
         direct or indirect indebtedness, liability, claim, loss, damage,
         deficiency, obligation or responsibility, fixed or unfixed, choate or
         inchoate, liquidated or unliquidated, secured or unsecured, accrued,
         absolute, contingent or otherwise (all of the foregoing being
         collectively referred to as American's or WorkSeek's "LIABILITIES" and
         individually as a "LIABILITY"), of a kind required by GAAP to be set
         forth on a financial statement that is not fully and adequately
         reflected or reserved against on the their respective Financial
         Statements. Neither American nor WorkSeek has any Liabilities, whether
         or not of a kind required by GAAP to be set forth on a financial
         statement, other than (a) Liabilities incurred in the ordinary course
         of business since the date of the latest balance sheet included in the
         Financial Statements that are consistent with past practice and are
         included in the latest Financial Statements, (b) Liabilities that are
         fully reflected on or reserved against on the latest balance sheet
         included in the Financial Statements, or (c) as specifically disclosed
         in the Financial Statements.

3.13     TITLE TO PROPERTY; ENCUMBRANCES. Each of American and WorkSeek has good
         and indefeasible title to and other legal right to use all properties
         and assets, real, personal and mixed, tangible and intangible,
         reflected as owned on its latest balance sheet included in the
         Financial Statements or acquired after the date of such balance sheet,
         except for properties and assets disposed of in accordance with
         customary practice in the business or disposed of for full and fair
         value since the date of such balance sheet in the ordinary course of
         business consistent with past practice and except for matters that
         would not have a Material Effect on such company.

3.14     TAXES. All returns, reports, information returns, or other documents
         (including any related or supporting information) filed or required to
         be filed with any federal, state, local, or foreign governmental entity
         or others authority in connection with the determination, assessment or
         collection of any Tax (whether or not such Tax is imposed on American
         or WorkSeek) or the administration of any laws, regulations or
         administrative requirements relating to any Tax (hereinafter "TAX
         RETURNS"), reports and declarations of estimated tax or estimated tax
         deposit forms required to be filed

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         by American or WorkSeek have been duly and timely filed; each of
         American and WorkSeek has paid all taxes, charges, fees, levies or
         other assessments imposed by any federal, state, local or foreign
         taxing authority, whether disputed or not, including, without
         limitation, income, capital, estimated, excise, property, sales,
         transfer, withholding, employment, payroll, and franchise taxes and
         such terms shall include any interest, penalties or additions
         attributable to or imposed on or with respect to such assessments and
         any expenses incurred in connection with the settlement of any tax
         liability (hereinafter "TAXES") which have become due whether pursuant
         to such returns or any assessment received by it or otherwise, and has
         paid all installments of estimated Taxes due; and all Taxes which
         American or WorkSeek is required by law to withhold or to collect have
         been duly withheld and collected, and have been paid over to the proper
         court, tribunal, arbitrator or any government or political subdivision
         thereof, whether federal, state, county, local or foreign, or any
         agency, authority, official or instrumentality of any such government
         or political subdivision (hereinafter "GOVERNMENTAL OR REGULATORY
         BODY"). There are no tax liens upon any of the assets or properties of
         American or WorkSeek except for any lien, pledge, hypothecation,
         mortgage, security interest, claim, or charge (hereinafter "LIENS") for
         Taxes not yet due. Neither American nor WorkSeek is a party to any
         express tax settlement agreement, arrangement, policy or guideline,
         formal or informal (a "SETTLEMENT AGREEMENT"), and neither American nor
         WorkSeek has any obligation to make payments under any Settlement
         Agreement.

3.15     LITIGATION. There is no action, proceeding, investigation, or inquiry
         pending or, to the best of the Affiliated Companies' knowledge,
         threatened (i) against or affecting any of the assets or business or
         either American or WorkSeek that, if determined adversely to American
         or WorkSeek, would result in a Material Effect to that company or (ii)
         that questions this Agreement or any action contemplated by this
         Agreement or in connection with the Merger.

3.16     CONTRACTS AND OTHER AGREEMENTS. Other than contracts entered into in
         the ordinary course of business by American in connection with its
         on-going operations as a recruiting company, SECTION 3.16 to the
         Affiliated Companies Disclosure Schedule contains a complete and
         correct list as of the date hereof of all material agreements,
         contracts, and commitments (and all amendments thereto), written or
         oral, to which American or WorkSeek is a party or by which any of their
         properties are bound. American and WorkSeek have made available to
         Sunburst complete and correct copies of all material written
         agreements, contracts, and commitments, together with all
         amendments thereto, and accurate (in all material respects)
         descriptions of all material oral agreements. Such agreements,
         contracts, and commitments are in full force and effect, and, to the
         best of Affiliated Companies' knowledge, all other parties to such
         agreements, contracts, and commitments have performed all obligations
         required to be performed by them to date thereunder in all material
         respects and are not in default thereunder in any material respect.

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3.17     ACCOUNTS RECEIVABLE AND ACCOUNTS PAYABLE. All accounts receivable
         reflected on the balance sheets of American or WorkSeek included in the
         Financial Statements, and all accounts receivable arising subsequent to
         June 30, 1999, have arisen from BONA FIDE sales transactions in the
         ordinary course of business on ordinary trade terms. American and
         WorkSeek have made payments on accounts payable and other current
         obligations arising subsequent to June 30, 1999 in accordance with past
         practice of the business of American and WorkSeek.

3.18     COMPENSATION ARRANGEMENTS; OFFICERS, DIRECTORS AND EMPLOYEES. SECTION
         3.18 to the Affiliated Companies Disclosure Schedule sets forth the
         name of all present executive officers and directors of each of
         American and WorkSeek and their respective current annual salary,
         including any promised, expected or customary bonus or such other
         amount. Except as set forth in the Affiliated Companies Disclosure
         Schedule, neither American nor WorkSeek has made a commitment or
         agreement (verbally or in writing) to increase the compensation or to
         modify the conditions or terms of employment of any person listed in
         SECTION 3.18 to the Affiliated Companies Disclosure Schedule.

3.19     ERISA. Except as set forth in SECTION 3.19 to the Affiliated Companies
         Disclosure Schedule, there are no employee benefit plans as defined in
         ERISA ("PLANS") maintained for the benefit of, or covering, any
         employee, former employee, independent contractor or former independent
         contractor of American or WorkSeek, or their dependents or their
         beneficiaries, or otherwise, now or heretofore contributed to by
         American or WorkSeek, and no such Plan is or has ever been subject to
         ERISA.

3.20     OPERATIONS. Except as expressly authorized by this Agreement, and
         except as set forth in SECTION 3.20 to the Affiliated Companies
         Disclosure Schedule, since the date of the latest Financial Statements,
         neither American nor WorkSeek have:

         (a)      amended its Articles of Incorporation or By-Laws or merged
                  with or into or consolidated with any other entity, or changed
                  or agreed to rearrange in any manner the character of their
                  business;

         (b)      issued, sold or purchased options or rights to subscribe to,
                  or entered into any contracts or commitments to issue, sell or
                  purchase, any shares of its capital stock or other equity
                  interests;

         (c)      entered into, amended or terminated any (i) employment
                  agreement or collective bargaining agreement, (ii) adopted,
                  entered into or amended any arrangement which is, or would be,
                  a Plan or (iii) made any change in any actuarial methods or
                  assumptions used in funding any Plan or in the assumptions or
                  factors used in determining benefit equivalencies thereunder;

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         (d)      except for the note issued on the date of this Agreement by
                  American to Sunburst in the principal amount of $1,400,000
                  (the "SUNBURST LOAN"), issued any note, bond or other debt
                  security, created, incurred or assumed any indebtedness for
                  borrowed money other than in the ordinary course of business
                  in connection with trade payables, or guaranteed any
                  indebtedness for borrowed money or any capitalized lease
                  obligation;

         (e)      declared, set aside or paid any dividends or declared or made
                  any other distributions of any kind to the shareholders, or
                  made any direct or indirect redemption, retirement, purchase
                  or other acquisition of any shares of its capital stock or
                  other equity interests;

         (f)      knowingly waived any right of material value to its business;

         (g)      made any change in its accounting methods or practices or made
                  any changes in depreciation or amortization policies or rates
                  adopted by it or made any material write-down of inventory or
                  material write-off of accounts receivable as uncollectible;

         (h)      made any wage or salary increase or other compensation payable
                  or to become payable or bonus, or increase in any other direct
                  or indirect compensation, for or to any of its officers,
                  directors, employees, consultants, agents or other
                  representatives, or any accrual for or commitment or agreement
                  to make or pay the same, other than increases made in the
                  ordinary course consistent with past practice;

         (i)      entered into any transactions with any of its affiliates,
                  shareholders, officers, directors, employees, consultants,
                  agents or other representatives (other than the Reorganization
                  Warrant or employment arrangements made in the ordinary course
                  of business consistent with past practice), or any affiliate
                  of any shareholder, officer, director, consultant, employee,
                  agent or other representative;

         (j)      made any payment or commitment to pay any severance or
                  termination pay to any person or any of its officers,
                  directors, employees, consultants, agents or other
                  representatives, other than payments or commitments to pay
                  such persons or their officers, directors, employees in the
                  ordinary course of business;

         (k)      except in the ordinary course of business, (i) entered into
                  any lease (as lessor or lessee), (ii) sold, abandoned or made
                  any other disposition of any of its assets or properties other
                  than in the ordinary course of business consistent with past
                  practice, (iii) granted or suffered any Lien on any of its
                  assets or properties other than sales of inventory in the
                  ordinary course of business, or


1215-2.005

                                       12

<PAGE>


                  (iv) entered into or amended any material contract or other
                  agreement to which it is a party, or by or to which it or its
                  assets or properties are bound or subject, or pursuant to
                  which it agrees to indemnify any person or to refrain from
                  competing with any person, in each case or type required to be
                  disclosed pursuant to SECTION 3.16 hereof;

         (l)      except in the ordinary course of business, incurred or assumed
                  any debt, obligation or liability (whether absolute or
                  contingent and whether or not currently due and payable),
                  except for the Sunburst Loan;

         (m)      except for inventory or equipment acquired in the ordinary
                  course of business, made any acquisition of all or any part of
                  the assets, properties, capital stock or business of any other
                  person;

         (n)      except in the ordinary course of business, paid, directly or
                  indirectly, any of its Liabilities before the same became due
                  in accordance with their terms or otherwise than in the
                  ordinary course of business, except to obtain the benefit of
                  discounts available for early payment;

         (o)      except for the Sunburst Loan, and except in the ordinary
                  course of business, created, incurred or assumed any
                  indebtedness for borrowed money, or guaranteed any
                  indebtedness for borrowed money or any capitalized lease
                  obligation, in each case in excess of $50,000 individually or
                  $150,000 in the aggregate;

         (p)      except in the ordinary course of business, made any capital
                  expenditures or commitments for capital expenditures in
                  aggregate amount exceeding $50,000; or

         (q)      except in the ordinary course of business, terminated, failed
                  to renew, amended or entered into any contract or other
                  agreement of a type required to be disclosed pursuant to
                  SECTION 3.16.

3.21     INTANGIBLE PROPERTY AND INTELLECTUAL PROPERTY. Each of American and
         WorkSeek possesses all of the necessary licenses, trademarks, trade
         names, domain names, patents (hereinafter "INTELLECTUAL PROPERTY")
         necessary to conduct its business in the manner that is currently being
         conducted and anticipates conducting in the future. None of the
         Intellectual Property infringes upon the rights of any other person in
         any material respect or, to the knowledge of the Affiliated Companies,
         is so infringed upon by any other person or its property. Neither
         American nor WorkSeek has received any written notice of any claim of
         any other person relating to any of the Intellectual Property or any
         process or confidential information of American or WorkSeek. Except for
         the Intellectual Property, no other material intellectual property or
         intangible property rights are required for American to conduct the

1215-2.005

                                       13

<PAGE>


         business of American or WorkSeek in the ordinary course consistent with
         past practice. Except as separately identified in SECTION 3.21 of the
         Affiliated Companies Disclosure Schedule, no approval or consent of any
         person is needed so that the interests of American and WorkSeek in the
         Intellectual Property shall continue to be in full force and effect and
         enforceable by American or WorkSeek following the transactions
         contemplated by this Agreement.

3.22     EMPLOYEE RELATIONS. Neither American nor WorkSeek is a party to any
         agreement with any labor organization, collective bargaining or similar
         agreement with respect to its employees. There are no material
         complaints, grievances or arbitrations, employment-related litigation,
         administrative proceedings or controversies either pending or, to the
         knowledge of the Affiliated Companies, threatened, involving any
         employee, applicant for employment, or former employee of American or
         WorkSeek or against either American or WorkSeek. During the past five
         years, neither American not WorkSeek has suffered or sustained any
         labor dispute resulting in any work stoppage and no such work stoppage
         is, to the knowledge of the Affiliated Companies threatened. To the
         knowledge of the Affiliated Companies, there are no attempts presently
         being made to organize any employees employed by American or WorkSeek.

3.23     INSURANCE. American and WorkSeek have adequate policies of insurance
         for their respective operations. Neither American nor WorkSeek is in
         default with respect to any material provision contained in any policy
         or binder of insurance and has failed to give any notice or present any
         claim under any such policy or binder in due and timely fashion. There
         are no outstanding unpaid claims under any such policy or binder which
         have gone unpaid for more than 45 days or as to which the carrier has
         disclaimed liability. Neither American nor WorkSeek has received any
         notice of cancellation or non renewal of any such policy or binder.
         Neither American nor WorkSeek has received any notice from any of its
         insurance carriers that any insurance premiums will be materially
         increased in the future or that any existing insurance coverage will
         not be available in the future on substantially the same terms as now
         in effect.

3.24     LICENSES AND PERMITS. Except as set forth in SECTION 3.24 of the
         Affiliated Companies Disclosure Schedule, no material government
         permits, licenses, domain name and other registrations, and other
         consents and authorizations (federal, state, local and foreign) of any
         Governmental or Regulatory Body (collectively, "PERMITS") is required
         to be obtained by the Affiliated Companies in connection with their
         properties or business. Neither American nor WorkSeek has received any
         notice of any claim of revocation of any such Permit and has no
         knowledge of any event which would be likely to give rise to such a
         claim.

1215-2.005

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<PAGE>

3.25     YEAR 2000 COMPLIANCE. To the best of each Affiliated Companies'
         knowledge, all data of any type that includes date information or which
         is otherwise derived from, dependent on or related to date information
         ("DATE DATA") and any software, microcode or hardware system or
         component, including any electric or electronically controlled system
         or component, that processes any Date Data and (a) that is installed,
         in development or on order by American or WorkSeek for its internal
         use, or (b) which American or WorkSeek sells, supports, maintains,
         operates, warrants, leases, licenses, assigns or otherwise provides as
         an integral part of its products or services (or has sold, supported,
         maintained, operated, warranted, leased, licensed, assigned or
         otherwise provided in the past as an integral part of its products or
         services ("DATE-SENSITIVE SYSTEMS") of American or WorkSeek are (i)
         with respect to Date Data, in proper format and accurate for all dates
         in the twentieth and twenty-first centuries, and (ii) with respect to
         Date-Sensitive Systems, capable of correctly and accurately processing
         all Date Data without interruption before, during and after January 1,
         2000, including those relating to the twentieth and twenty-first
         centuries, without loss of any functionality or performance, including
         but not limited to calculating, comparing, sequencing, storing and
         displaying such Date Data (including all leap year considerations and
         the quad-centennial rule), when used as a stand alone system or in
         combination with other software or hardware ("YEAR 2000 COMPLIANT").

3.26     BROKERS. Except for the involvement of Century, all negotiations
         relating to this Agreement and the transactions contemplated hereby
         have been carried out by the Affiliated Companies directly with
         Sunburst and Subsidiary without the intervention of any other person on
         behalf of the Affiliated Companies in such manner as to give rise to
         any valid claim by any person against the Affiliated Companies,
         Sunburst or Subsidiary for a finder's fee, brokerage commission or
         similar payment.

3.27     DISCLOSURE. To the knowledge of the Affiliated Companies, neither this
         Agreement, nor any Schedule or Exhibit to this Agreement, contains an
         untrue statement of a material fact or omits a material fact necessary
         to make the statements contained herein or therein not misleading.

3.28     ACQUISITION OF SUNBURST SHARES. Each of the shareholders of the
         Affiliated Companies that has signed this Agreement hereby acknowledges
         that the Sunburst Securities are restricted securities under the
         Securities Act and represents that such Shareholder (i) is acquiring
         the Sunburst Securities for his own account without a view to
         distribution within the meaning of the Securities Act; (ii) has
         received from Sunburst its filings with the Securities and Exchange
         Commission and all other information that he/she has deemed necessary
         to make an informed investment decision with respect to an investment
         in Sunburst in general and the Sunburst Securities in particular; (iii)
         is financially able to bear the economic risks of an investment in
         Sunburst; and (iv) has such knowledge and experience in financial and
         business matters in general and with respect to investments of a nature
         similar to the

1215-2.005

                                       15

<PAGE>

         Sunburst Securities so as to be capable, by reason of such knowledge
         and experience, of evaluating the merits and risks of, and making an
         informed business decision with regard to, the acquisition of the
         Sunburst Securities. Each Shareholder understands and agrees that the
         certificates evidencing the Sunburst Securities shall bear the usual
         restrictive legend pertaining to Rule 144 under the Securities Act.

3.29     REPRESENTATIONS RELATED TO NONRECOGNITION TREATMENT FOR MERGER.

         (a)      As of the Effective Date, each of the Affiliated Companies
                  will hold at least 90 percent of the fair market value of its
                  net assets and at least 70 percent of the fair market value of
                  its gross assets. For purposes of this representation, amounts
                  paid by each of the Affiliated Companies to dissenters,
                  amounts used by each of the Affiliated Companies to pay
                  reorganization expenses, and all distributions (except for
                  regular, normal dividends) made by each of the Affiliated
                  Companies will be included as assets of each of the Affiliated
                  Companies prior to the Merger.

         (b)      As of the Effective Date, each of the Affiliated Companies
                  will continue to operate at least one or its significant
                  historic business lines, or will own a significant portion of
                  its historic business assets, in each case within the meaning
                  of Treasury Regulation ss. 1.368-1(d).

         (c)      Neither of the Affiliated Companies nor their shareholders
                  have sold or transferred, nor do they have a plan or intention
                  to sell or transfer at any time from the date hereof through
                  the date of the Merger, to Sunburst or a person related to
                  Sunburst (as defined in Treasury Regulation ss. 1.368-1(e)(3))
                  any shares of stock of the Affiliated Companies.

         (d)      Neither of the Affiliated Companies nor their shareholders
                  have a plan or intention to sell or transfer any of the
                  Sunburst stock issued in the Merger to
                  Sunburst or a person related to Sunburst (as defined in
                  Treasury Regulation ss. 1.368-1(e)(3)).

         (e)      From the date of their Agreement through the date of the
                  Merger, neither of the Affiliated Companies has redeemed any
                  of its stock nor made any extraordinary distributions with
                  respect to any of its stock, nor does it have a plan or
                  intention to do so.

         (f)      From the date of their Agreement and through the date of the
                  Merger, neither of the Affiliated Companies, nor any of their
                  shareholders have sold or transferred, nor do they or their
                  shareholders have a plan or intention to sell or transfer,
                  their stock to a person related to such Affiliated Company (as
                  defined in Treasury Regulation ss. 1.368-1(e)(3) determined
                  without regard to ss. 1.368- 1(e)(3)(i)(A)).


1215-2.005

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<PAGE>



                                   ARTICLE IV
            REPRESENTATIONS AND WARRANTIES OF SUNBURST AND SUBSIDIARY

Except as expressly set forth in this Agreement or in the schedule delivered by
Sunburst and Subsidiary to the Affiliated Companies prior to the execution of
this Agreement (the "SUNBURST DISCLOSURE SCHEDULE"), Sunburst and Subsidiary
each represent, warrant, and covenant to each of the Affiliated Companies as
follows:

4.1      ORGANIZATION AND QUALIFICATION. Sunburst and Subsidiary are
         corporations duly organized, validly existing and in good standing
         under the laws of the States of Colorado and California, respectively,
         and have all requisite corporate power and authority to (a) own, lease
         and operate their properties and assets as they are now owned, leased
         and operated and (b) carry on their business as currently conducted and
         as proposed to be conducted. Sunburst and Subsidiary are each duly
         qualified or licensed to do business in each jurisdiction in which the
         failure to be so qualified or licensed could have a Material Effect.

4.2      CAPITALIZATION. As of the date of this Agreement, the issued and
         outstanding capital stock of Sunburst and Subsidiary consist of shares
         of 2,495,000 common stock, no par value per share, and of 1,000 shares
         of common stock, no par value per share, respectively. Prior to the
         Effective Date, Sunburst shall cancel certain shares of the currently
         outstanding 2,495,000 shares of common stock and shall effect a stock
         split of the remaining shares so that the currently outstanding shares
         of Sunburst Common Stock shall, on the Effective Date, be increased to
         6,481,600 shares of Post-Split Sunburst Common Stock. No shares of any
         series or class of preferred stock are currently issued or outstanding,
         and all shares of preferred stock that may have previously been issued
         have been redeemed or otherwise cancelled. All shares of
         common stock or preferred stock of Sunburst that have been cancelled or
         redeemed prior to the date of this Agreement, or that may hereafter be
         cancelled or redeemed prior to the Closing, have been or will be
         cancelled without any liability to Sunburst, and no holder of such
         cancelled shares shall, after the Closing, have any claim or cause of
         action against Sunburst regarding the issuance, ownership or
         cancellation of such shares. The Affiliated Companies agree and
         acknowledge that Sunburst shall offer and sell shares of its common
         stock to certain accredited investors prior to the Closing, provided
         that the number of such shares sold and outstanding as of the date of
         the Closing shall not exceed the number of shares listed in Section
         6.2(k) below. All of the currently issued and outstanding shares of
         capital stock of Sunburst and Subsidiary are, and all additional shares
         issued hereafter and outstanding on the date of the Closing will be,
         validly issued, fully paid, and nonassessable, and none of such shares
         have been or will be issued in violation of the preemptive rights of
         any person. The Post-Split Sunburst Common Stock and Sunburst Preferred
         Stock to be issued to the Affiliated Companies at the Closing shall be
         validly issued, fully paid, and nonassessable. No shares of Sunburst or
         Subsidiary, whether or not currently outstanding, have been offered,
         sold or issued in violation of any federal or state

1215-2.005

                                       17

<PAGE>


         securities law, and none of the shares offered and sold hereafter
         pursuant to Section 6.2(k) shall be offered, sold or issued in
         violation of any federal or state securities law.

4.3      SUBSIDIARIES AND AFFILIATES. Other than owning all of the outstanding
         capital stock of Subsidiary, Sunburst does not own or hold, directly or
         indirectly, any equity, debt, or other interest in any entity or
         business or any option to acquire any such interest.

4.4      OPTIONS OR OTHER RIGHTS. No options, warrants, calls, commitments or
         other rights to acquire, sell or issue shares of capital stock or other
         equity interests of Sunburst or Subsidiary, whether upon conversion of
         other securities or otherwise, are issued or outstanding, and there is
         no agreement or understanding with respect to the voting of such
         capital stock or other equity interests. The parties hereto agree and
         acknowledge that the common stock purchase warrants listed in Section
         6.2(k) below shall be issued prior to the Closing and shall be
         outstanding as of the date of the Closing.

4.5      VALIDITY AND EXECUTION OF AGREEMENT. The execution and performance of
         this Agreement have been duly and validly authorized by the board of
         directors of Sunburst and Subsidiary and Sunburst, in its capacity as
         the sole shareholder of Subsidiary, and no other corporate action by
         Sunburst or Subsidiary is necessary to authorize the execution,
         delivery, and performance of this Agreement. Sunburst has the corporate
         power and authority to execute and perform this Agreement and to carry
         out the transactions contemplated hereby. This Agreement has been duly
         and validly executed on behalf of Sunburst and Subsidiary and is a
         valid and binding obligation of Sunburst and Subsidiary, enforceable in
         accordance with its terms, subject to the qualification that
         enforcement of the rights and remedies created hereby is subject to (a)
         bankruptcy, insolvency, reorganization, moratorium and other laws of
         general application affecting the rights and remedies of creditors and
         (b) general principles of equity (regardless of whether such
         enforcement is considered in a proceeding in equity or at law).

4.6      NO CONFLICT. None of the execution, delivery, or performance of this
         Agreement does or will: (a) result in any violation or be in conflict
         with or constitute a default under any term or provision of the
         Articles of Incorporation or bylaws of either Sunburst or Subsidiary or
         any term or provision of any judgment, decree, order, statute,
         injunction, rule, or regulation applicable to either of them, or of any
         material note, bond, mortgage, indenture, lease, license, franchise,
         agreement, or other instrument or obligation to which Sunburst or
         Subsidiary is bound; (b) result in the creation of any Encumbrance upon
         any of the properties or assets of Sunburst or Subsidiary pursuant to
         any such term or provision; or (c) constitute a default under,
         terminate, accelerate, amend or modify, or give any party the right to
         terminate, accelerate, amend, modify, abandon, or refuse to perform or
         comply with, any material contract, agreement, arrangement, commitment,
         or plan to which either

1215-2.005

                                       18

<PAGE>

         Sunburst or Subsidiary is a party, or by which Sunburst or Subsidiary
         or any of their properties or assets may be subject or bound.

4.7      CONSENTS AND APPROVALS. No federal, state, or other regulatory
         approvals are required to be obtained, nor any regulatory requirements
         complied with, by Sunburst or Subsidiary in connection with the Merger.

4.8      VIOLATION OF LAWS, PERMITS, ETC.

         (a)      Neither Sunburst nor Subsidiary is in violation of any term or
                  provision of its Articles of Incorporation or bylaws, or of
                  any material term or provision of any judgment, decree, order,
                  statute, law, injunction, rule, ordinance, or governmental
                  regulation that is applicable to it and where the failure to
                  comply with which would have a Material Effect.

         (b)      Sunburst and Subsidiary have maintained in full force and
                  effect all certificates, licenses, and permits material to the
                  conduct of their businesses, and neither of them has received
                  any notification that any revocation or limitation thereof is
                  threatened or pending.

4.9      BOOKS AND RECORDS. The books and records of Sunburst and Subsidiary
         (including, without limitation, the books of account, minute books, and
         stock record books) are complete and correct in all material respects
         and have been maintained in accordance with sound business practices.
         The minute books of Sunburst and Subsidiary are complete and current in
         all material respects and, as applicable, accurately reflect all
         actions taken by the shareholders and the boards of directors of
         Sunburst and Subsidiary since the date of inception of Sunburst and
         Subsidiary, and all signatures contained therein are the true
         signatures of the persons whose signatures they purport to be.

4.10     SUNBURST FINANCIAL STATEMENTS.

         (a)      The audited balance sheets of Sunburst as of August 31, 1998,
                  and the related audited statements of income, statements of
                  cash flow and statements of shareholders equity for the year
                  then ended, true and complete copies of which have been
                  delivered to the Affiliated Companies, present fairly, in all
                  material respects, the financial position of Sunburst as at
                  such dates and the results of operations of Sunburst for the
                  year then ended, in accordance with GAAP consistently applied
                  for the periods covered thereby.

         (b)      The unaudited balance sheet of Sunburst as of May 31, 1999 and
                  the related statements of income, statements of cash flow and
                  statements of shareholders equity for the period then ended,
                  true and complete copies of which have heretofore been
                  delivered to the Affiliated Companies, present fairly, in all

1215-2.005

                                       19

<PAGE>


                  material respects, the financial position of Sunburst as of
                  such date and the results of operations of Sunburst for the
                  period then ended, in each case in accordance with GAAP
                  consistently applied for the nine-month period covered
                  thereby.

         (c)      The financial statements referred to in paragraphs (a) and (b)
                  above are hereinafter referred to as the "SUNBURST FINANCIAL
                  STATEMENTS".

         (d)      Subsidiary has not prepared any financial statements since its
                  inception.

4.11     UNDISCLOSED LIABILITIES. Sunburst does not have any Liabilities of a
         kind required by GAAP to be set forth on a financial statement that is
         not fully and adequately reflected or reserved against on the Sunburst
         Financial Statements. Sunburst does not have any Liabilities, whether
         or not of a kind required by GAAP to be set forth on a financial
         statement, other than (a) Liabilities incurred in the ordinary course
         of business since the date of the latest balance sheet included in the
         Sunburst Financial Statements that are consistent with past practice
         and are included in the latest Sunburst Financial Statements, (b)
         Liabilities that are fully reflected on or reserved against on the
         latest balance sheet included in the Sunburst Financial Statements, or
         (c) as specifically disclosed in the Sunburst Financial Statements.
         Sunburst does not have any Liabilities and will not have any
         Liabilities as of the Closing.

4.12     TITLE TO PROPERTY; ENCUMBRANCES. Sunburst has good and indefeasible
         title to and other legal right to use all properties and assets, real,
         personal and mixed, tangible and intangible, reflected as owned on the
         latest balance sheet included in the Sunburst Financial Statements or
         acquired after the date of such balance sheet, except for properties
         and assets disposed of in accordance with customary practice in the
         business or disposed of for full and fair value since the date of such
         balance sheet in the ordinary course of business consistent with past
         practice and except for matters that would not have a Material Effect.
         Subsidiary does not own any assets of any kind.

4.13     TAXES. All Tax Returns, reports and declarations of estimated tax or
         estimated tax deposit forms required to be filed by Sunburst have been
         duly and timely filed; Sunburst has paid all Taxes which have become
         due whether pursuant to such returns or any assessment received by it
         or otherwise, and has paid all installments of estimated Taxes due; and
         all Taxes which Sunburst is required by law to withhold or to collect
         have been duly withheld and collected, and have been paid over to the
         proper Governmental or Regulatory Body. There are no tax liens upon any
         of the assets or properties of Sunburst except for Liens for Taxes not
         yet due. Sunburst is not a party to any Settlement Agreement, and
         Sunburst does not have any obligation to make payments under any
         Settlement Agreement. Subsidiary has not had to file any Tax Returns
         and has no liability for any Taxes.


1215-2.005

                                       20

<PAGE>



4.14     LITIGATION.

         (a)      There is no action, proceeding, investigation, or inquiry
                  pending or, to the best of Sunburst's knowledge, threatened
                  (i) against or affecting any of Sunburst's assets or business
                  that, if determined adversely to Sunburst, would result in a
                  Material Effect or (ii) that questions this Agreement or any
                  action contemplated by this Agreement or in connection with
                  the Merger.

         (b)      Sunburst has no knowledge of any state of facts or of the
                  occurrence or nonoccurrence of any event or group of related
                  events, that should reasonably cause Sunburst to determine
                  that there exists any basis for any material claim against
                  Sunburst for any of the matters described in paragraph (a)
                  above.

4.15     CONTRACTS AND OTHER AGREEMENTS. SECTION 4.15 to the Sunburst Disclosure
         Schedule contains a complete and correct list as of the date hereof of
         all material agreements, contracts, and commitments (and all amendments
         thereto), written or oral, to which Sunburst or Subsidiary is a party
         or by which any of their properties is bound. Sunburst and Subsidiary
         have made available to the Affiliated Companies complete and correct
         copies of all material written agreements, contracts, and commitments,
         together with all amendments thereto, and accurate (in all material
         respects) descriptions of all material oral agreements. Such
         agreements, contracts, and commitments are in full

         force and effect, and, to the best knowledge of Sunburst and
         Subsidiary, all other parties to such agreements, contracts, and
         commitments have performed all obligations required to be performed by
         them to date thereunder in all material respects and are not in default
         thereunder in any material respect.

4.16     COMPENSATION ARRANGEMENTS; OFFICERS, DIRECTORS AND EMPLOYEES. Neither
         Sunburst nor Subsidiary pays any compensation to any of its officers
         and directors and neither company has any employees. Neither Sunburst
         nor Subsidiary has made a commitment or agreement (verbally or in
         writing) to pay any compensation to such persons.

4.17     ERISA. There are no Plans maintained for the benefit of, or covering,
         any employee, former employee, independent contractor or former
         independent contractor of Sunburst or Subsidiary or their dependents or
         their beneficiaries, or otherwise, now or heretofore contributed to by
         Sunburst or Subsidiary and no such Plan is or has ever been subject to
         ERISA.

4.18     OPERATIONS. Except as expressly authorized by this Agreement, or except
         as set forth in SECTION 4.18 to the Sunburst Disclosure Schedule, since
         the date of the latest Sunburst Financial Statements, Sunburst has not:


1215-2.005

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<PAGE>


         (a)      amended its Articles of Incorporation or By-Laws or merged
                  with or into or consolidated with any other entity, or changed
                  or agreed to rearrange in any manner the character of the
                  business of Sunburst;

         (b)      except for the shares of Post-Split Sunburst Common Stock to
                  be issued hereafter in accordance with Section 6.2(k),
                  Sunburst has not, and prior to the Closing will not have
                  issued, sold or purchased options or rights to subscribe to,
                  or entered into any contracts or commitments to issue, sell or
                  purchase, any shares of its capital stock or other equity
                  interests;

         (c)      entered into, amended or terminated any (i) employment
                  agreement or collective bargaining agreement, (ii) adopted,
                  entered into or amended any arrangement which is, or would be,
                  a Plan or (iii) made any change in any actuarial methods or
                  assumptions used in funding any Plan or in the assumptions or
                  factors used in determining benefit equivalencies thereunder;

         (d)      issued any note, bond or other debt security, created,
                  incurred or assumed any indebtedness for borrowed money other
                  than in the ordinary course of business in connection with
                  trade payables, or guaranteed any indebtedness for borrowed
                  money or any capitalized lease obligation;

         (e)      declared, set aside or paid any dividends or declared or made
                  any other distributions of any kind to the shareholders, or
                  made any direct or indirect redemption, retirement, purchase
                  or other acquisition of any shares of its capital stock or
                  other equity interests;

         (f)      knowingly waived any right of material value to the business
                  of Sunburst;

         (g)      made any change in its accounting methods or practices or made
                  any changes in depreciation or amortization policies or rates
                  adopted by it or made any material write-down of inventory or
                  material write-off of accounts receivable as uncollectible;

         (h)      made any wage or salary increase or other compensation payable
                  or to become payable or bonus, or increase in any other direct
                  or indirect compensation, for or to any of its officers,
                  directors, employees, consultants, agents or other
                  representatives, or any accrual for or commitment or agreement
                  to make or pay the same;

         (i)      entered into any transactions with any of its affiliates,
                  shareholders, officers, directors, employees, consultants,
                  agents or other representatives, or any affiliate of any
                  shareholder, officer, director, consultant, employee, agent or
                  other representative;


1215-2.005

                                       22

<PAGE>


         (j)      made any payment or commitment to pay any severance or
                  termination pay to any person or any of its officers,
                  directors, employees, consultants, agents or other
                  representatives;

         (k)      (i) entered into any lease (as lessor or lessee), (ii) sold,
                  abandoned or made any other disposition of any of its assets
                  or properties, (iii) granted or suffered any Lien on any of
                  its assets or properties, or (iv) entered into or amended any
                  material contract or other agreement to which it is a party,
                  or by or to which it or its assets or properties are bound or
                  subject, or pursuant to which it agrees to indemnify any
                  person or to refrain from competing with any person, in each
                  case or type required to be disclosed pursuant to SECTION 4.15
                  hereof;

         (l)      incurred or assumed any debt, obligation or liability (whether
                  absolute or contingent and whether or not currently due and
                  payable);

         (m)      made any acquisition of all or any part of the assets,
                  properties, capital stock or business of any other person;

         (n)      paid, directly or indirectly, any of its Liabilities before
                  the same became due in accordance with their terms or
                  otherwise than in the ordinary course of business, except to
                  obtain the benefit of discounts available for early payment;

         (o)      created, incurred or assumed any indebtedness for borrowed
                  money, or guaranteed any indebtedness for borrowed money or
                  any capitalized lease obligation, in each case in excess of
                  $5,000 individually or in the aggregate;

         (p)      made any capital expenditures or commitments for capital
                  expenditures in aggregate amount exceeding $5,000; or

         (q)      terminated, failed to renew, amended or entered into any
                  contract or other agreement of a type required to be disclosed
                  pursuant to SECTION 4.15.

                  Subsidiary has not, since the date of its incorporation, taken
         any action referred to in SECTION 4.15 above, assuming for this purpose
         that all references above to Sunburst refer to Subsidiary.

4.19     YEAR 2000 COMPLIANCE.  All Date Data and Date-Sensitive Systems of
         Sunburst are Year 2000 Compliant.  Subsidiary has no Date-Sensitive
         Systems.

4.20     BROKERS. Except for the involvement of Century in representing the
         Affiliated Companies, all negotiations relating to this Agreement and
         the transactions contemplated hereby have been carried out by the
         Affiliated Companies directly with Sunburst and Subsidiary without the
         intervention of any other person on behalf of the Affiliated Companies
         in such manner as to give rise to any valid claim by any person

1215-2.005

                                       23

<PAGE>


         against the Affiliated Companies, Sunburst or Subsidiary for a finder's
         fee, brokerage commission or similar payment.

4.21     APPROVAL OF MERGER. The boards of directors of Sunburst and Subsidiary
         and the sole shareholder of Subsidiary each have unanimously approved
         the Merger without reservation or qualification. The approval or
         consent of the shareholders of Sunburst for this Agreement and the
         transactions contemplated hereby has not been sought is not required.

4.22     SEC REPORTING STATUS. Sunburst filed a registration statement under
         Section 12(g) of the Securities Exchange Act of 1934 (the "EXCHANGE
         ACT") which was declared effective on February 27, 1998. Since that
         date, Sunburst has filed with the Securities and Exchange Commission
         ("SEC") all reports required to be filed pursuant to Section 13 of the
         Exchange Act. It has not filed a certification on Form 15 pursuant to
         Rule 12h-3 of the Exchange Act. All statements made by Sunburst in the
         foregoing registration statement and all subsequent SEC reports were
         true and correct at the time such statements were made, and neither the
         registration statement nor any such report omitted a material fact
         necessary to make the statements contained therein not misleading.

4.23     INVESTMENT COMPANY. Neither Sunburst nor Subsidiary is an investment
         company within the meaning of Section 3 of the Investment Company Act.

4.24     OTC BULLETIN BOARD STATUS. The Sunburst Common Stock is approved for
         trading on the OTC Bulletin Board.

4.25     DISCLOSURE. To the knowledge of Sunburst and Subsidiary, neither this
         Agreement, nor any Schedule or Exhibit to this Agreement, nor any
         report filed with the SEC contains an untrue statement of a material
         fact or omits a material fact necessary to make the statements
         contained herein or therein not misleading.

4.26     REPRESENTATIONS RELATED TO NONRECOGNITION TREATMENT OF MERGER.

         (a)      Immediately following the Merger, Subsidiary will hold at
                  least 90 percent of the fair market value of its net assets
                  and at least 70 percent of the fair market value of its gross
                  assets and at least 90 percent of the fair market value of
                  each of the Affiliated Companies' net assets and at least 70
                  percent of the fair market value of each of the Affiliated
                  Companies' gross assets held immediately prior to the Merger.
                  For purposes of this representation, amounts paid by each of
                  the Affiliated Companies or Subsidiary to dissenters, amounts
                  used by each such corporation to pay reorganization expenses,
                  and all distributions (except for regular, normal dividends)
                  made by each such corporation will be included as assets of
                  each such corporation, respectively, immediately prior to the
                  Merger.

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<PAGE>



         (b)      From the formation of Subsidiary through the Merger, Sunburst
                  will be in control of Subsidiary within the meaning of Section
                  368(c) of the Code, control being generally defined therein as
                  ownership of at least 80% of the voting stock and of all other
                  classes of stock of a corporation.

         (c)      Sunburst has no plan or intention to cause Subsidiary, and
                  Subsidiary has no plan or intention, to issue additional
                  shares of Subsidiary's stock such that the result would be
                  Sunburst's losing control of Subsidiary within the meaning of
                  Section 368(c) of the Code.

         (d)      Sunburst has no intention to liquidate Subsidiary after the
                  Merger; to merge with or into another corporation; to sell or
                  otherwise dispose of the stock of Subsidiary; or to cause
                  Subsidiary to sell or otherwise dispose of any of its assets
                  or of any assets acquired from each of the Affiliated
                  Companies, except for dispositions made in the ordinary course
                  of business, or successive transfers of assets by Subsidiary
                  to one or more corporations controlled in each transfer by the
                  transferor, or transfers of assets to a corporation controlled
                  by Subsidiary.

         (e)      Following the Merger, Subsidiary will continue the historic
                  business of each of the Affiliated Companies or use a
                  significant portion of its historic business assets in a
                  business.

         (f)      Subsidiary and Sunburst will pay their respective expenses, if
                  any, incurred in connection with the Merger.

         (g)      At the time of the Merger, Sunburst and Subsidiary will not
                  have outstanding any warrants, options, convertible
                  securities, or any other type of right pursuant to which any
                  person could acquire stock in Subsidiary that, if exercised or
                  converted, would affect Sunburst's acquisition or retention of
                  control of Subsidiary, as defined in section 368(c) of the
                  Code.

         (h)      Neither Sunburst nor Subsidiary nor a related person to
                  either, as defined in Treasury Regulation ss. 1.368-1(e)(3),
                  will acquire any shares of the stock of any of the Affiliated
                  Companies prior to the Merger.

         (i)      Neither Sunburst nor Subsidiary, nor a related person to
                  either, as defined in Treasury Regulation ss. 1.368-1(e)(3),
                  has a plan or intention to acquire or repurchase any of the
                  Post-Split Sunburst Common Stock issued in the Merger.


1215-2.005

                                       25

<PAGE>
                                    ARTICLE V
                            ACTIONS PRIOR TO CLOSING

5.1      CORPORATE EXAMINATIONS AND INVESTIGATIONS. At or prior to the Closing
         Date, Sunburst shall be entitled to make such investigation of the
         assets, properties, business and operations of American and WorkSeek
         and such examination of the books, records, Tax Returns, financial
         condition and operations of American and WorkSeek as Sunburst may wish.
         Any such investigation and examination shall be conducted at reasonable
         times and under reasonable circumstances and American WorkSeek shall
         cooperate fully therein. In order that Sunburst may have full
         opportunity to make such a business, accounting and legal review,
         examination or investigation as Sunburst may wish of the business and
         affairs of American and WorkSeek, the Affiliated Companies shall
         furnish to Sunburst during such period all such information and copies
         of such documents concerning the affairs of American and WorkSeek as
         Sunburst may reasonably request and shall cause their officers,
         employees, consultants, agents, accountants to cooperate full Sunburst
         of all material facts affecting the financial condition and business
         operations of American and WorkSeek. Until the Closing and if the
         Closing shall not occur, thereafter, Sunburst and its affiliates shall
         keep confidential and shall not use in any manner inconsistent with the
         transactions contemplated by this Agreement and after termination of
         this Agreement, Sunburst and its affiliates (including Subsidiary)
         shall not disclose, nor use for their own benefit, any information or
         documents obtained from the Affiliated Companies concerning the assets,
         properties, business and operations of either American or WorkSeek,
         unless (a) readily ascertainable from public or published information,
         or trade sources, (b) received from a third party not under an
         obligation to American or WorkSeek to keep such information
         confidential or (c) required by any Law or Order. If this transaction
         does not close for any reason, Sunburst and its affiliates shall return
         or destroy all such confidential information and compilations thereof
         as is practicable, and shall certify such destruction or return to
         American and WorkSeek.

5.2      CONDUCT OF BUSINESS. From the date hereof through the Closing Date, the
         Affiliated Companies shall conduct their businesses in the ordinary
         course in the same manner as it has been conducted prior to the date of
         this Agreement. The Affiliated Companies covenant that, except with the
         prior written consent of Sunburst, which consent shall not be
         unreasonably withheld, neither American nor WorkSeek will:

         (a)      Do any of the restricted acts set forth in SECTION 3.20
                  hereof, or enter into any agreement of a nature set forth in
                  SECTION 3.16 hereof; or

         (b)      Enter into any transaction other than in the ordinary course
                  of business. Sunburst hereby acknowledges that American and
                  WorkSeek have recently commenced conducting operations over
                  the Internet and that such companies are designing and
                  developing additional websites related to their Internet
                  operations. Accordingly, the parties hereto agree that, for
                  all purposes in this

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                                       26

<PAGE>


                  Agreement, the term "in the ordinary course of business" or
                  other similar expression shall include the new Internet
                  operations of American and WorkSeek.

5.3      PRESERVATION OF BUSINESS. From the date hereof through the Closing
         Date, the Affiliated Companies shall use commercially reasonable
         efforts to (i) preserve intact their business, assets, properties and
         organizations; (ii) keep available the services of their present
         officers, employees, consultants and agents; and (iii) maintain their
         present suppliers and customers and preserve the goodwill of American
         and WorkSeek.

5.4      ADVICE OF CHANGES. The Affiliated Companies will promptly advise
         Sunburst in writing from time to time prior to the Closing with respect
         to any matter hereafter arising and known to them that, if existing or
         occurring at the date of this Agreement, would have been required to be
         set forth or described in the Affiliated Companies Disclosure Schedule
         or would have resulted in any representation of the Affiliated
         Companies in this Agreement being untrue. Sunburst and Subsidiary will
         promptly advise the Affiliated Companies in writing from time to time
         prior to the Closing with respect to any matter hereafter arising and
         known to them that, if existing or occurring at the date of this
         Agreement, would have been required to be set forth or described in the
         Sunburst Disclosure Schedule or would have resulted in any
         representation of Sunburst in this Agreement being untrue in any
         material respect.

5.5      OTC BULLETIN BOARD. Sunburst will use its best efforts to maintain the
         listing on the OTC Bulletin Board of the Sunburst Common Stock.

5.6      SEC REPORTS. Sunburst shall timely file with the SEC all reports that
         are required to be filed by the Exchange Act and the rules and
         regulations promulgated thereunder.

5.7      OTHER AGREEMENTS. The Affiliated Companies, Sunburst and Subsidiary
         agree to take, or cause to be taken, all actions and to do, or cause to
         be done, all things reasonably necessary, proper or advisable to
         consummate and make effective as promptly as practicable the
         transactions contemplated by this Agreement, including, without
         limitation, the obtaining of all necessary waivers, consents and
         approvals and the effecting of all necessary registrations and filings,
         including, but not limited to, submissions of information requested by
         Governmental or Regulatory Bodies and any other persons required to be
         obtained by them for the consummation of the closing and the
         continuance in full force and effect of the permits, contracts and
         other agreements set forth on the Schedules to this Agreement.


1215-2.005

                                       27

<PAGE>

                                   ARTICLE VI
                         CONDITIONS PRECEDENT TO CLOSING

6.1      CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SUNBURST AND SUBSIDIARY TO
         COMPLETE THE CLOSING. The obligations of Sunburst and Subsidiary to
         enter into and complete the Closing are subject to the fulfillment of
         the following conditions, any one or more of which may be waived by
         Sunburst and Subsidiary:

         (a)      (i) All of the terms, covenants, and conditions of this
                  Agreement to be complied with or performed by the Affiliated
                  Companies at or before the Closing shall have been duly
                  complied with and performed in all material respects, (ii) the
                  representations and warranties of the Affiliated Companies set
                  forth in Article III shall be true in all material respects on
                  and as of the Closing Date with the same force and effect as
                  if such representations and warranties had been made on and as
                  of the Closing, and (iii) Sunburst and Subsidiary shall have
                  received a certificate to such effect from the Affiliated
                  Companies.

         (b)      All consents, waivers, approvals, licenses, authorizations of,
                  or filings or declarations with third parties or Governmental
                  or Regulatory Bodies required to be obtained by the Affiliated
                  Companies in order to permit the transactions contemplated by
                  this Agreement to be consummated in accordance with agreements
                  and court orders applicable to the Affiliated Companies and
                  applicable governmental laws, rules, regulations and
                  agreements shall have been obtained and any waiting period
                  thereunder shall have expired or been terminated, and Sunburst
                  and Subsidiary shall have received a certificate from the
                  Affiliated Companies to such effect.

         (c)      All actions, proceedings, instruments, and documents in
                  connection with the consummation of the transactions
                  contemplated by this Agreement, including the forms of all
                  documents, legal matters, opinions, and procedures in
                  connection therewith, shall have been approved in form and
                  substance by counsel for Sunburst and Subsidiary, which
                  approval shall not be unreasonably withheld.

         (d)      The Affiliated Companies shall have furnished such
                  certificates to evidence compliance with the conditions set
                  forth in this Article, as may be reasonably requested by
                  Sunburst and Subsidiary or their counsel.

         (e)      Neither American nor WorkSeek shall have suffered any Material
                  Effect.

1215-2.005

                                       28

<PAGE>


         (f)      No material information or data provided or made available to
                  Sunburst and Subsidiary by or on behalf of American or
                  WorkSeek shall be incorrect in any material respect.

         (g)      No investigation and no suit, action, or proceeding before any
                  court or any governmental or regulatory authority shall be
                  pending or threatened by any state or federal governmental or
                  regulatory authority, against American, WorkSeek or any of
                  their affiliates, associates, officers, or directors seeking
                  to restrain, prevent, or change in any material respect the
                  transactions contemplated hereby or seeking damages in
                  connection with such transactions that are material to
                  American or WorkSeek.

         (h)      Counsel to the Affiliated Companies shall have delivered to
                  Sunburst on and as of the Closing Date an opinion to Sunburst
                  and Subsidiary substantially as to the matters set forth in
                  Sections 3.1, 3.2, 3.3, 3.4, 3.6., and 3.8, all subject to
                  customary limitations reasonably acceptable to counsel to
                  Sunburst and Subsidiary.

         (i)      The following key employees ("KEY EMPLOYEES") of American
                  shall have entered into five-year employment agreements with
                  the Surviving Corporation on terms satisfactory to Sunburst
                  and Century: Derek Ludwig, Bruce Haniford, Michael Toomey and
                  Robert Ronchi. These Employment Agreements shall contain
                  provisions as to a year-end performance bonus based on
                  standards to be established by the directors of Sunburst,
                  incentive stock options with minimum guarantees, and customary
                  proprietary information provisions.

         (j)      Each of the Key Employees shall have entered into a
                  non-compete agreement on terms satisfactory to Sunburst and
                  Century. The non-compete agreements shall contain provisions
                  that are enforceable to the maximum extend permitted under
                  Sections 16600 and 16601 of the California Business and
                  Professions Code.

         (k)      The Affiliated Companies shall have completed the audit of
                  their financial statements for the fiscal years ended December
                  31, 1998 and December 31, 1997 and shall have delivered such
                  audited financial statements to Sunburst at or prior to the
                  Closing. Notwithstanding the foregoing, if the auditors
                  provide a letter, addressed to Sunburst and Subsidiary, that
                  states that in the opinion of the auditors the audited
                  financial statements will be completed within two weeks of the
                  date of the letter, which letter shall be in form and
                  substance reasonable satisfactory to Sunburst and Subsidiary,
                  then the parties can complete the transactions contemplated
                  hereby prior to the delivery of the foregoing audited
                  financial statements.

1215-2.005

                                       29

<PAGE>


         (l)      All of the shareholders of the Affiliated Companies shall have
                  entered into a Public Trading Agreement with Sunburst, the
                  form of which is attached hereto as Exhibit C, pursuant to
                  which each of such shareholders will agree not to initiate,
                  permit or enable the public trading of the Post-Split Sunburst
                  Common Stock on the OTC Bulletin Board or other public market
                  during the first six months following the Effective Date,
                  unless (i) Sunburst has completed a public offering of its
                  Post-Split Sunburst Common Stock or (ii) such public trading
                  has been approved by two-thirds of the entire Board of
                  Directors of Sunburst. The Public Trading Agreement shall
                  further provide that if Sunburst enters into a letter of
                  intent or other agreement with an underwriter for the purpose
                  of effecting a public offering of Sunburst's securities, the
                  shareholders who signed the Public Trading Agreement shall
                  agree to enter into any form of lock-up or standstill
                  agreement the underwriter shall request.


6.2      CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE AFFILIATED COMPANIES TO
         COMPLETE THE CLOSING. The obligations of the Affiliated Companies to
         enter into and complete the Closing are subject to the fulfillment on
         or prior to the Closing Date, of the following conditions, any one or
         more of which may be waived by unanimous action taken by both of the
         Affiliated Companies:

         (a)      (i) All of the terms, covenants, and conditions of this
                  Agreement to be complied with or performed by Sunburst and
                  Subsidiary at or before the Closing shall have been duly
                  complied with and performed in all material respects, (ii) the
                  representations and warranties of Sunburst and Subsidiary set
                  forth in Article IV shall be true in all material respects on
                  and as of the Closing Date with the same force and effect as
                  if such representations and warranties had been made on and as
                  of the Closing, and (iii) the Affiliated Companies shall have
                  received a certificate to such effect from Sunburst and
                  Subsidiary.

         (b)      All consents, waivers, approvals, licenses, authorizations of,
                  or filings or declarations with third parties or Governmental
                  or Regulatory Bodies required to be obtained by Sunburst or
                  Subsidiary in order to permit the transactions contemplated by
                  this Agreement to be consummated in accordance with agreements
                  and court orders applicable to Sunburst and Subsidiary and
                  applicable governmental laws, rules, regulations and
                  agreements shall have been obtained and any waiting period
                  thereunder shall have expired or been terminated, and the
                  Affiliated Companies shall have received a certificate from
                  Sunburst and Subsidiary to such effect.

         (c)      All actions, proceedings, instruments, and documents in
                  connection with the consummation of the transactions
                  contemplated by this Agreement, including the forms of all
                  documents, legal matters, opinions, and procedures in


1215-2.005

                                       30

<PAGE>

                  connection therewith, shall have been approved in form and
                  substance by counsel for the Affiliated Companies, which
                  approval shall not be unreasonably withheld.

         (d)      Sunburst and Subsidiary shall have furnished such certificates
                  to evidence compliance with the conditions set forth in this
                  Article, as may be reasonably requested by the Affiliated
                  Companies or their counsel.

         (e)      Neither Sunburst nor Subsidiary shall have suffered any
                  Material Effect.


         (f)      No material information or data provided or made available to
                  the Affiliated Companies by or on behalf of Sunburst or
                  Subsidiary shall be incorrect in any material respect.

         (g)      No investigation and no suit, action, or proceeding before any
                  court or any governmental or regulatory authority shall be
                  pending or threatened by any state or federal governmental or
                  regulatory authority, against Sunburst, Subsidiary or any of
                  their affiliates, associates, officers, or directors seeking
                  to restrain, prevent, or change in any material respect the
                  transactions contemplated hereby or seeking damages in
                  connection with such transactions that are material to
                  Sunburst or Subsidiary.

         (h)      Counsel to Sunburst shall have delivered to the Affiliated
                  Companies on and as of the Closing Date an opinion
                  substantially as to the matters set forth in Sections 4.1,
                  4.2, 4.3, 4.4, 4.5, 4.6., and 4.7, all subject to customary
                  limitations reasonably acceptable to counsel to the Affiliated
                  Companies.

         (i)      The Sunburst Common Stock shall be approved for listing on the
                  OTC Bulletin Board.

         (j)      Sunburst shall be in full compliance with (i) the filing
                  requirements set forth in Section 13 of the Exchange Act and
                  (ii) the requirements of Rule 15c2-11 as promulgated by the
                  SEC under the Exchange Act.

         (k)      Sunburst shall have completed a private placement of its
                  common stock to accredited investors (the "Private Placement")
                  pursuant to which Sunburst shall have issued a minimum of
                  1,000,000 of its unregistered Post-Split Sunburst Common Stock
                  and a maximum of 2,500,000 shares of its Post-Split Sunburst
                  Common Stock. The shares to be sold in the Private Placement
                  will be offered and sold at a price of $2.00 per share.
                  Sunburst shall not pay any commissions or other compensation
                  in connection with the Private Placement. The Private
                  Placement shall be effected in accordance with Rule 506 of the
                  rules promulgated under the Securities Act of 1933, as
                  amended, and all


1215-2.005

                                       31

<PAGE>



                  investors in the Private Placement shall be "accredited
                  investors" as that term is defined under Rule 501(a) of the
                  Securities Act of 1933. As a result of the Private Placement,
                  at the Closing Sunburst shall have outstanding a minimum of
                  7,481,600 shares of Post-Split Sunburst Common Stock and shall
                  have on hand a minimum of $2,000,000 in cash, or a maximum of
                  8,981,600 shares of Post- Split Sunburst Common Stock and
                  $5,000,000 in cash. For the purposes of the foregoing
                  sentence, the balance of any outstanding loans made by
                  Sunburst to the Affiliated Companies shall be deemed to
                  constitute cash. In addition, prior to the Closing, Sunburst
                  shall issue to Century or its affiliates, and there shall be
                  outstanding the following Sunburst Common Stock Purchase
                  Warrants: 2,000,000 "B" Warrants and 1,000,000 "C" Warrants.
                  Each "B" Warrant shall be exercisable to purchase one share of
                  Post-Split Sunburst Common Stock at a price of $0.75 per share
                  for a period for 24 months from Closing. Each "C" Warrant
                  shall be exercisable to purchase one share of Post-Split
                  Sunburst Common Stock at a price of $1.50 per share for a
                  period of 24 months from Closing. Both the "B" and "C"
                  Warrants shall have certain demand and piggyback demand
                  registration rights.


         (l)      At or prior to Closing, the Board of Directors of Sunburst
                  shall be increased to seven members. At Closing, one member of
                  Sunburst's Board of Directors shall resign, whereupon four
                  persons designated by the Affiliated Companies and three
                  persons designated by Century shall be elected by the
                  remaining director of Sunburst to fill the vacancies. The
                  remaining director of Sunburst shall then resign. In order to
                  effect such change in the composition of Sunburst's Board of
                  Directors, Sunburst, at or prior to Closing shall have
                  complied with the requirements of Section 14(f) of the
                  Exchange Act and Rule 14f-1 promulgated thereunder; PROVIDED,
                  that Sunburst's obligation to effect such compliance shall be
                  contingent upon the Affiliated Companies' and Century's
                  furnishing to Sunburst such information with respect to their
                  nominees to Sunburst's Board of Directors as is required by
                  the applicable provisions of the Exchange Act and the rules
                  and regulations promulgated thereunder for compliance with
                  Section 14(f) thereof.

         (m)      Sunburst shall have filed that form of Articles of Amendment,
                  in the form attached hereto as Exhibit D, to its Articles of
                  Incorporation with the Secretary of State of the State of
                  Colorado to (i) cancel and extinguish any class or series of
                  preferred stock that may have been previously designated, and
                  (ii) establish the Sunburst Preferred Stock and designate the
                  rights, preferences and privileges of the Sunburst Preferred
                  Stock.

         (n)      Sunburst shall have cancelled certain shares of its Common
                  Stock that is outstanding as of the date of this Agreement,
                  shall have effected the Stock-Split to increase the number of
                  shares of Sunburst Common Stock outstanding before the Private
                  Placement to 6,481,600, and shall have sold at least


1215-2.005

                                       32

<PAGE>

                  1,000,000 shares of Post-Split Sunburst Common Stock in the
                  Private Placement.

         (o)      The shareholders of Sunburst listed on Exhibit E hereto shall
                  have entered into a Public Trading Agreement with Sunburst,
                  the form of which is attached hereto as Exhibit C, pursuant to
                  which each of such shareholders will agree not to initiate,
                  permit or enable the public trading of the Post-Split Sunburst
                  Common Stock on the OTC Bulletin Board or other public market
                  during the first six months following the Effective Date,
                  unless (i) Sunburst has completed a public offering of its
                  Post-Split Sunburst Common Stock or (ii) such public trading
                  has been approved by two-thirds of the entire Board of
                  Directors of Sunburst. The Public Trading Agreement shall
                  further provide that if Sunburst enters into a letter of
                  intent or other agreement with an underwriter for the purpose
                  of effecting a public offering of Sunburst's securities, the
                  Sunburst shareholders who signed the Public Trading Agreement
                  shall agree to enter into any form of lock-up or standstill
                  agreement the underwriter shall request.


                                   ARTICLE VII
                             POST-CLOSING COVENANTS

The parties covenant to take the following actions after the Closing Date:

7.1      FURTHER INFORMATION. Following the Closing, each party will afford to
         the other party, its counsel and its accountants, during normal
         business hours, reasonable access to the books, records and other data
         of American, WorkSeek, Sunburst or Subsidiary, as the case may be,
         relating to the business of American, WorkSeek, Sunburst or Subsidiary
         in their possession with respect to periods prior to the Closing and
         the right to make copies and extracts therefrom, to the extent that
         such access may be reasonably required by the requesting party (a) to
         facilitate the investigation, litigation and final disposition of any
         claims which may have been or may be made against any party or its
         affiliates and (b) for any other reasonable business purpose.

7.2      RECORD RETENTION. Each party agrees that for a period of not less than
         five years following the Closing Date, such party shall not destroy or
         otherwise dispose of any of the Books and Records of American,
         WorkSeek, Sunburst or Subsidiary relating to the business of American,
         WorkSeek, Sunburst or Subsidiary in its possession with respect to
         periods prior to the Closing Date. Each party shall have the right to
         destroy all or part of such Books and Records after the fifth
         anniversary of the Closing Date or, at an earlier time by giving each
         other party hereto 30 days prior written notice of such intended
         disposition and by offering to deliver to the other party or parties,
         at the other party's or parties' expense, custody of such Books and
         Records as such party may intend to destroy.


1215-2.005

                                       33

<PAGE>


7.3      POST-CLOSING ASSISTANCE. The Affiliated Companies on the one hand, and
         Sunburst and Subsidiary, on the other hand, will provide each other
         with such assistance as may reasonably be requested in connection with
         the preparation of any Tax Return, any audit or other examination by
         any taxing authority, or any judicial or administrative proceedings
         relating to liability for Taxes, and each will retain and provide the
         requesting party with any records or information that may be reasonably
         relevant to such return, audit or examination, proceedings or
         determination. The party requesting assistance shall reimburse the
         other party for reasonable out-of-pocket expenses incurred in providing
         such assistance. Any information obtained pursuant to this SECTION 7.3
         or pursuant to any other Section hereof providing for the sharing of
         information or the review of any Tax Return or other schedule relating
         to Taxes shall be kept confidential by the parties hereto.

7.4      SEC REPORTING. With a view to making available the benefits of certain
         rules and regulations of the SEC which may at any time permit the sale
         of the Sunburst Securities to the public without registration, from and
         after the Closing, the new management of Sunburst will:

         (a)      make and keep public information available, as those terms are
                  understood and defined in Rule 144 under the Securities Act,
                  at all times;

         (b)      file with the SEC in a timely manner all reports and other
                  documents required of Sunburst under the Exchange Act; and

         (c)      continue a listing with a recognized securities manual for a
                  period of at least three years after the Closing.

7.5      PUBLIC RELATIONS FIRM. The new management of Sunburst shall retain a
         public relations firm, identified with the assistance of Century,
         within 90 days after the Closing.

7.6      CONSULTING SERVICES. The new management of Sunburst shall retain the
         services of Century for a period of 24 months at $10,000 per month
         pursuant to the terms of an agreement to be entered at Closing,
         substantially in the form attached as Exhibit F to this Agreement.

7.7      RESTRICTION ON REVERSE SPLITS. The Affiliated Companies and Sunburst
         agree that, for a period of two years following the Closing, Sunburst
         shall not effect a reverse split of the Post-Split Sunburst Common
         Stock, unless a reverse split is required by an underwriter in a
         registered public offering of the Post-Split Sunburst Common Stock or
         such reverse split is necessary to obtain approval for quotation of the
         Post-Split Sunburst Common Stock on any market operated by The Nasdaq
         Stock Market.


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7.8      RESTRICTION ON CHANGES TO EMPLOYMENT AGREEMENTS. The new management of
         Sunburst agrees that it will not amend any Employment Agreements for at
         least two years following the Closing.

7.9      NAME CHANGE.  Sunburst shall change its name to "WorkSeek.com, Inc."
         within 60 days after the Closing Date.


                                  ARTICLE VIII
                            SURVIVAL; INDEMNIFICATION

8.1      SURVIVAL OF AGREEMENTS, REPRESENTATIONS AND WARRANTIES. Notwithstanding
         any investigation conducted or notice or knowledge obtained by or on
         behalf of any party hereto, each agreement in this Agreement shall
         survive the Closing without limitation as to time until fully performed
         and each representation and warranty in this Agreement or in the
         Exhibits, Schedules or certificates delivered pursuant to this
         Agreement shall survive the Closing for a period of one year (other
         than the representations and warranties contained in SECTION 3.14 AND
         SECTION 4.13, which shall survive the Closing until the earlier of (i)
         three and one-half years from the Closing Date and (ii) three years
         following the date on which Sunburst files the Tax Return relating to
         the taxable period from December 31, 1998 through the Closing Date).
         Notice must be given to the party from whom indemnification is sought
         of any claim for indemnification under Article VII prior to the
         termination of the relevant survival period.

8.2      INDEMNIFICATION BY THE AFFILIATED COMPANIES. The Affiliated Companies
         shall indemnify Sunburst and hold Sunburst harmless against and in
         respect of any and all damages, losses, claims, penalties, liabilities,
         costs and expenses (including, without limitation, all fines, interest,
         reasonable legal fees and expenses and amounts paid in settlement),
         that arise from or relate or are attributable to (a) any
         misrepresentation by the Affiliated Companies or breach of any warranty
         by them in this Agreement and (b) any breach of any covenant or
         agreement on the part of the Affiliated Companies in this Agreement.
         The right of the parties to be indemnified hereunder shall not be
         limited or affected by any investigation conducted or notice or
         knowledge obtained by or on behalf of any such persons.

8.3      SUNBURST'S INDEMNITY. Sunburst shall indemnify the Affiliated Companies
         and hold the Affiliated Companies harmless against and in respect of
         any and all damages, losses, claims, penalties, liabilities, costs and
         expenses (including, without limitation, all fines, interest,
         reasonable legal fees and expenses and amounts paid in settlement),
         that arise from or relate or are attributable to (a) any
         misrepresentation by Sunburst or breach of any warranty by Sunburst or
         Subsidiary in this Agreement and (b) any breach of any covenant or
         agreement on the part of Sunburst or Subsidiary in this Agreement. The
         right of the parties to be indemnified hereunder shall not be limited

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<PAGE>


         or affected by any investigation conducted or notice or knowledge
         obtained by or on behalf of any such persons.

                                   ARTICLE IX
                            TERMINATION OF AGREEMENT

9.1      TERMINATION. This Agreement may be terminated at any time prior to the
         Closing as follows:

         (a)      by mutual written consent of Sunburst, Subsidiary and the
                  Affiliated Companies;

         (b)      by Sunburst on the one hand, or by either of the Affiliated
                  Companies, on the other hand, by written notice to the other
                  party hereto, if the Closing shall not have occurred on or
                  prior to the close of business on September 15, 1999 (unless
                  such event has been caused by a breach of this Agreement by
                  the party seeking such termination);

         (c)      by Sunburst or by either of the Affiliated Companies if a
                  Governmental or Regulatory Body has permanently enjoined or
                  prohibited consummation of the Merger and such court or
                  government action is final and nonappealable;

         (d)      by Sunburst if the Affiliated Companies have failed to comply
                  in any material respect with any of their covenants or
                  agreements under this Agreement that are required to be
                  complied with prior to the date of such termination; or

         (e)      by either of the Affiliated Companies if either Sunburst of
                  Subsidiary has failed to comply in any material respect with
                  any of its covenants or agreements under this Agreement that
                  are required to be complied with prior to the date of such
                  termination.

         Should the Affiliated Companies terminate this Agreement for any reason
         other than a default by Sunburst or Subsidiary as described in SECTION
         9.1(E) hereof, the Affiliated Companies shall be jointly and severally
         liable for all damages caused by the failure to close and not just the
         expenses listed in SECTION 10.1 hereof. Should Sunburst terminate this
         Agreement for any reason other than a default by the Affiliated
         Companies as described in SECTION 9.1(D) hereof, Sunburst shall be
         liable for all damages caused to the Affiliated Companies by the
         failure to close and not just the expenses listed in SECTION 10.1
         hereof.


9.2      SURVIVAL AFTER TERMINATION. If this Agreement is terminated pursuant to
         SECTION 9.1, (a) this Agreement shall become null and void and of no
         further force and effect, except for the provisions of SECTION 5.1
         relating to the obligation to keep confidential

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<PAGE>

         certain information and (b) there shall be no liability on the part
         of the Affiliated Companies or Sunburst or their respective affiliates.

                                    ARTICLE X
                                  MISCELLANEOUS

10.1     EXPENSES. The Affiliated Companies agree to pay $15,000 of the legal
         fees incurred by Sunburst and Subsidiary in connection with the Merger
         and to pay $15,000 of the legal fees incurred by Century in connection
         with the transactions contemplated hereby. Except for the foregoing
         fees, Sunburst and Subsidiary shall be solely responsible for their own
         legal and accounting fees in connection with the Merger, the Private
         Placement and Century's purchase of shares and warrants. The Affiliated
         Companies shall be responsible for their legal and accounting fees and
         other expenses incurred in connection with the Merger.

10.2     FURTHER ASSURANCES. At any time and from time to time after the Closing
         Date at the request of any party hereto, and without further
         consideration, all other parties to this Agreement will execute and
         deliver such other instruments or documents and take such other action
         as may reasonably requested and as necessary or desirable in order to
         effect the transactions contemplated hereby. The parties shall use
         their best efforts to fulfill or obtain the fulfillment of the
         conditions to the Closing, including, without limitation, the execution
         and delivery of any document or other papers, the execution and
         delivery of which are conditions precedent to the Closing.

10.3     NOTICES. All notices, requests, demands and other communications
         required or permitted to be given hereunder shall be in writing and
         shall be given personally, sent by facsimile transmission or sent by
         prepaid air courier or certified or express mail, postage prepaid. Any
         such notice shall be deemed to have been given (a) when received, if
         delivered in person, sent by facsimile transmission and confirmed in
         writing within three (3) business days thereafter or sent by prepaid
         air courier or (b) three (3) business days following the mailing
         thereof, if mailed by certified first class mail, postage prepaid,
         return receipt requested, in any such case as follows (or to such other
         address or addresses as a party may have advised the other in the
         manner provided in this SECTION 10.3):

                  If to the Affiliated Companies:

                           American Recruitment Conferences, Inc.
                           WorkSeek.com
                           23461 South Pointe Drive, Ste 100
                           Laguna Hills, California 92653
                           Attention:       Derek E. Ludwig, President

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<PAGE>

                  with a copy to:

                           Troy & Gould Professional Corporation
                           1801 Century Park East, 16th Floor
                           Los Angeles, California 90067
                           Attention:  Istvan Benko, Esq.

                  If to Sunburst:

                           Sunburst Acquisitions III, Inc.
                           4807 South Zang Way
                           Morrison, Colorado 80465
                           Attention:       Jay Lutsky, President

                  with a copy to:

                           Dill Dill Carr Stonbraker & Hutchings, P.C.
                           455 Sherman Street, Suite 300
                           Denver, Colorado 80203
                           Attention:       Fay M. Matsukage, Esq.

10.4     ARBITRATION. Any dispute, controversy, or claim arising out of,
         relating to, or in connection with, this Agreement or the agreements or
         transactions contemplated by this Agreement shall be finally settled by
         binding arbitration. The arbitration shall be conducted and the
         arbitrator chosen in accordance with the rule of the American
         Arbitration Association in effect at the time of the arbitration,
         except as they may be modified herein or by mutual agreement of
         Sunburst and the Affiliated Companies. In connection with any such
         arbitration, each party shall be afforded the opportunity to conduct
         discovery in accordance with the Federal Rules of Civil Procedure.

         (a)      The seat of the arbitration shall be in Orange County,
                  California, and will follow the format known as "Baseball
                  Arbitration". Each of the American Affiliated Companies and
                  Sunburst hereby irrevocably submits to the jurisdiction of the
                  arbitrator in Orange County, California, and waives any
                  defense in an arbitration based upon any claim that such party
                  is not subject personally to the jurisdiction of such
                  arbitrator, that such arbitration is brought in an
                  inconvenient format, or that such venue is improper.

         (b)      The arbitral award shall be in writing and shall be final and
                  binding on each of the parties to this Agreement. The award
                  may include an award of costs, including reasonable attorneys'
                  fees and disbursements. Judgment upon the award may be entered
                  by any court having jurisdiction thereof or having
                  jurisdiction over the parties or their assets. Each of the
                  Affiliated Companies and Sunburst acknowledges and agrees that
                  by agreeing to these arbitration

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<PAGE>


                  provisions each of the parties hereto is waiving any right
                  that such party may have to a jury trial with respect to the
                  resolution of any dispute under this Agreement or the
                  agreements or transactions contemplated hereby.

10.5     PUBLICITY. No publicity release or announcement concerning this
         Agreement or the transactions contemplated hereby shall be made without
         advance approval thereof by Sunburst, American and WorkSeek except as
         may be required by applicable law.

10.6     ENTIRE AGREEMENT. This Agreement (including the Exhibits and Schedules)
         and the agreements, certificates and other documents delivered pursuant
         to this Agreement contain the entire agreement among the parties with
         respect to the transactions described herein, and supersede all prior
         agreements, written or oral, with respect thereto.

10.7     WAIVERS AND AMENDMENTS. This Agreement may be amended, superseded,
         canceled, renewed or extended, and the terms hereof may be waived, only
         by a written instrument signed by all of the parties or, in the case of
         a waiver, by the party waiving compliance. No delay on the part of any
         party in exercising any right, power or privilege hereunder shall
         operate as a waiver thereof.

10.8     GOVERNING LAW. This Agreement shall be governed by and construed in
         accordance with the laws of the State of California without regard to
         principles of conflicts of law.

10.9     BINDING EFFECT, NO ASSIGNMENT. This Agreement shall be binding upon and
         inure to the benefit of the parties and their respective successors and
         permitted assigns. This Agreement is not assignable by any party hereto
         without the prior written consent of the other parties hereto except by
         operation of law and any other purported assignment shall be null and
         void.

10.10    COUNTERPARTS. This Agreement may be executed by the parties hereto in
         separate counterparts, each of which when so executed and delivered
         shall be an original, but all such counterparts shall together
         constitute one and the same instrument. Each counterpart may consist of
         a number of copies hereof each signed by less than all, but together
         signed by all of the parties hereto.

10.11    EXHIBITS AND SCHEDULES. The Exhibits and Schedules are a part of this
         Agreement as if fully set forth herein. All references herein to
         Sections, subsections, clauses, Exhibits and Schedules shall be deemed
         references to such parts of this Agreement, unless the context shall
         otherwise require.

10.12    HEADINGS. The headings in this Agreement are for reference only, and
         shall not affect the interpretation of this Agreement.

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<PAGE>


10.13    SEVERABILITY OF PROVISIONS. If any provision or any portion of any
         provision of this Agreement or the application of such provision or any
         portion thereof to any person or circumstance, shall be held invalid or
         unenforceable, the remaining portion of such provision and the
         remaining provisions of this Agreement, or the application of such
         provision or portion of such provision as is held invalid or
         unenforceable to persons or circumstances other than those as to which
         it is held invalid or unenforceable, shall not be affected thereby.



                          [remainder of the page blank]





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<PAGE>



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

                                        SUNBURST:

                                        SUNBURST ACQUISITIONS III, INC.


                                        By:  /s/Jay Lutsky
                                        Name:    Jay Lutsky
                                        Title:   President


                                        SUBSIDIARY:

                                        SUNBURST SUBSIDIARY, INC.


                                        By:    /s/Jay Lutsky
                                        Name:    Jay Lutsky
                                        Title:   President


                                        AMERICAN:

                                        AMERICAN RECRUITMENT
                                        CONFERENCES, INC.



                                        By:    /s/Derek E. Ludwig
                                        Name:    Derek E. Ludwig
                                        Title:   President

                                        WORKSEEK:

                                        WORKSEEK.COM



                                        By:   /s/ Derek E. Ludwig
                                        Name:    Derek E. Ludwig
                                        Title:   President

                           [signature page continued]


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<PAGE>



       For the purposes of making the representations and warranties
contained in Section 3.28 only, the undersigned shareholders of American and
WorkSeek have executed this Agreement as of the date first above written.


AMERICAN


/s/ Derek E. Ludwig
------------------------
Derek E. Ludwig




-----------------------
Senta Ludwig



----------------------
Hayden Ludwig



----------------------
Alexander Ludwig



---------------------
Anna C. Ludwig


WORKSEEK


/s/ Derek E. Ludwig
---------------------
Derek E. Ludwig



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                                  EXHIBIT INDEX


EXHIBIT          DOCUMENT


A.               Agreement of Merger

B.               Ludwig Consulting Agreement

C.               Public Trading Agreement

D.               Amendment to Articles of Incorporation of Sunburst

E.               Principal Shareholders of Sunburst

F.               Century Consulting Agreement







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<PAGE>