<PAGE>

                                                                    Exhibit 10.1

                          AGREEMENT AND PLAN OF MERGER

         This AGREEMENT AND PLAN OF MERGER (this "Agreement"),  made and entered
into as of February 4, 2004,  is by and among  Dwango  North  America  Corp.,  a
Nevada corporation  ("Buyer"),  OTA Acquisition Corp., a Washington  corporation
and a wholly-owned  subsidiary of Buyer ("Merger Sub"),  Over-The-Air  Wireless,
Inc., a Washington corporation ("Seller"),  Rick Hennessey ("Hennessey"),  David
C. Adams ("Adams"), Mark Sanders ("Sanders") and Alexander U. Conrad ("Conrad"),
the sole  stockholders  of  Seller.  Hennessey,  Adams,  Sanders  and Conrad are
hereinafter   collectively   referred  to  as  the  "Seller   Stockholders"  and
individually as a "Seller Stockholder".

                                    RECITALS

         A. Upon the terms and subject to the  conditions of this  Agreement and
in accordance with the Washington  Business  Corporation Act ("Washington Law"),
Buyer and Seller will enter into a business combination  transaction pursuant to
which Seller will merge with and into Merger Sub (the "Merger").

         B. The Board of Directors of Buyer (i) has  determined  that the Merger
is consistent  with and in  furtherance  of the long-term  business  strategy of
Buyer and fair to, and in the best interests of, Buyer and its  stockholders and
(ii)  has  approved  this  Agreement,  the  Merger  and the  other  transactions
contemplated by this Agreement.

         C. The Board of  Directors  of Merger Sub (i) has  determined  that the
Merger is consistent with and in furtherance of the long-term  business strategy
of Merger Sub and fair to, and in the best interests of, Merger Sub and its sole
stockholder,  (ii)  has  approved  this  Agreement,  the  Merger  and the  other
transactions  contemplated  by this  Agreement,  and (iii) has  recommended  the
approval of this Agreement by the sole stockholder of Merger Sub.

         D. The Board of Directors of Seller (i) has determined  that the Merger
is consistent  with and in  furtherance  of the long-term  business  strategy of
Seller  and fair  to,  and in the  best  interests  of,  Seller  and the  Seller
Stockholders,  (ii) has  approved  this  Agreement,  the  Merger  and the  other
transactions  contemplated  by this  Agreement  and  (iii) has  recommended  the
approval of this Agreement by the Seller Stockholders.

         E. The Seller  Stockholders,  as the sole  stockholders of Seller,  and
Buyer, as the sole stockholder of Merger Sub, have approved this Agreement,  the
Merger and the transactions contemplated hereby.

         F. Buyer and  Merger  Sub,  on the one hand,  and Seller and the Seller
Stockholders,  on the other hand,  desire to make  certain  representations  and
warranties and other agreements in connection with the Merger.

         G. The parties intend, by executing this Agreement,  to adopt a plan of
reorganization within the meaning of Section 368 of the Internal Revenue Code of
1986, as amended (the "Code").

<PAGE>


         NOW,  THEREFORE,  in  consideration  of  the  covenants,  premises  and
representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,  the parties agree
as follows:

                                    ARTICLE I
                                   THE MERGER

         1.1 THE MERGER.  At the Effective  Time (as defined in Section 1.2) and
subject  to and  upon  the  terms  and  conditions  of  this  Agreement  and the
applicable  provisions of Washington  Law,  Seller shall be merged with and into
Merger Sub,  the separate  corporate  existence of Seller shall cease and Merger
Sub shall  continue as the  surviving  corporation.  Merger Sub as the surviving
corporation  after  the  Merger  is  hereinafter  sometimes  referred  to as the
"Surviving Corporation."

         1.2  EFFECTIVE  TIME;  CLOSING.  Subject  to  the  provisions  of  this
Agreement, the parties hereto shall cause the Merger to be consummated by filing
Articles of Merger (the "Articles of Merger") with the Secretary of State of the
State of Washington in accordance with the relevant provisions of Washington Law
(the time of such filing,  or such later time as may be agreed in writing by the
parties and specified in the Articles of Merger,  being the "Effective Time") as
soon as practicable on or after the Closing Date (as herein defined). Unless the
context  otherwise  requires,   the  term  "Agreement"  as  used  herein  refers
collectively  to this  Agreement and the Articles of Merger.  The closing of the
Merger (the "Closing") shall take place at the offices of Moomjian & Waite, LLP,
500 North Broadway - Suite 142,  Jericho,  New York 11753 as of the date of this
Agreement (the "Closing Date").

         1.3 EFFECT OF THE  MERGER.  At the  Effective  Time,  the effect of the
Merger shall be as provided in this Agreement and the  applicable  provisions of
Washington Law.  Without  limiting the generality of the foregoing,  and subject
thereto, at the Effective Time, all the property, rights, privileges, powers and
franchises of Seller and Merger Sub shall vest in the Surviving Corporation, and
all debts,  liabilities  and  duties of Seller  and Merger Sub shall  become the
debts, liabilities and duties of the Surviving Corporation.

         1.4      CERTIFICATE OF INCORPORATION; BYLAWS.

                  (a) At the Effective  Time, the Articles of  Incorporation  of
Merger Sub, as in effect  immediately  prior to the Effective Time, shall be the
Articles of Incorporation of the Surviving  Corporation until thereafter amended
as provided by law.

                  (b) At the  Effective  Time,  the Bylaws of Merger  Sub, as in
effect  immediately  prior to the  Effective  Time,  shall be the  Bylaws of the
Surviving  Corporation  until  thereafter  amended as  provided  by law and such
Bylaws.

         1.5  DIRECTORS AND  OFFICERS.  The directors of Merger Sub  immediately
prior to the Effective Time shall be the directors of the Surviving Corporation,
to serve in such capacity until their respective successors are duly elected and
qualified.  The officers of Merger Sub  immediately  prior to the Effective Time
shall be the officers of the Surviving Corporation, to serve in such capacity at
the pleasure of the Board of Directors of the  Surviving  Corporation  and until
their successors are duly appointed and qualified.


                                       2
<PAGE>


         1.6 EFFECT ON CAPITAL  STOCK.  At the Effective  Time, by virtue of the
Merger and without  any action on the part of Merger Sub,  Seller or the holders
of any of the following securities:

                  (a)  CONVERSION OF SELLER  COMMON STOCK.  Each share of common
stock,  without par value,  of Seller (the  "Seller  Common  Stock")  issued and
outstanding  immediately  prior to the Effective  Time (other than any shares of
Seller Common Stock to be canceled  pursuant to Section 1.6(b)) will be canceled
and extinguished and  automatically  converted  (subject to Section 1.6(d)) into
the right to receive  .68119891 of a share of common stock,  par value $.001 per
share,  of Buyer  ("Buyer  Common  Stock")  upon  surrender  of the  certificate
representing such shares of Seller Common Stock as provided in Section 1.7 (i.e.
Seller  Stockholders  to receive an aggregate of 681,200  shares of Buyer Common
Stock).

                  (b) CANCELLATION OF SELLER COMMON STOCK.  Each share of Seller
Common Stock held in the treasury of Seller  immediately  prior to the Effective
Time shall be canceled and extinguished without any conversion thereof.

                  (c) CAPITAL  STOCK OF MERGER SUB.  Each share of common stock,
par value  $.001 per share,  of Merger Sub  issued and  outstanding  immediately
prior to the  Effective  Time  shall be  converted  into and  exchanged  for one
validly issued,  fully paid and  nonassessable  share of common stock, par value
$.001 per share, of the Surviving Corporation.  Each stock certificate of Merger
Sub evidencing ownership of any such shares shall continue to evidence ownership
of such shares of capital stock of the Surviving Corporation.

                  (d) FRACTIONAL  SHARES. No fraction of a share of Buyer Common
Stock will be issued by virtue of the Merger, but, in lieu thereof,  each holder
of shares of Seller  Common Stock who would  otherwise be entitled to a fraction
of a share of Buyer Common Stock (after  aggregating  all  fractional  shares of
Buyer  Common Stock to be received by such  holder)  shall  receive from Buyer a
number of shares of Buyer Common Stock  rounded up or down to the nearest  whole
share.

         1.7 EXCHANGE OF CERTIFICATES. At the Closing, (i) each holder of record
(as of the  Effective  Time) of Seller  Common Stock shall  surrender to Buyer a
certificate or certificates (the "Certificates")  which immediately prior to the
Effective  Time  represented  outstanding  shares of Seller  Common  Stock which
shares were converted into the right to receive the  consideration  specified in
Section  1.6,  (ii)  Buyer  shall  deliver  to each  such  holder  of  record  a
certificate  representing  the number of whole  shares of Buyer  Common Stock to
which such holder is entitled  pursuant to Section 1.6(a) (or as soon thereafter
as reasonably  possible),  and (iii) each  Certificate  surrendered  pursuant to
clause (i) hereof shall be  canceled.  Exhibit A hereto sets forth the number of
shares of Seller Common Stock held by each Seller  Stockholder and the number of
shares of Buyer  Common Stock to be received by such person in  accordance  with
this Agreement.

         1.8 NO FURTHER  OWNERSHIP RIGHTS IN SELLER COMMON STOCK . All shares of
Buyer Common Stock issued upon the  surrender  for exchange of  Certificates  in
accordance  with the terms  hereof  shall be deemed to have been  issued in full
satisfaction of all rights pertaining to such shares of Seller Common Stock, and
there shall be no further registration of transfers on the


                                       3
<PAGE>


records of the Surviving Corporation of shares of Seller Common Stock which were
outstanding immediately prior to the Effective Time.

         1.9 TAX AND  ACCOUNTING  CONSEQUENCES.  It is  intended  by the parties
hereto that the Merger  shall  constitute a tax-free  reorganization  within the
meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a
"plan  of  reorganization"   within  the  meaning  of  Sections  1.368-2(g)  and
1.368-3(a) of the United States Income Tax Regulations.

         1.10 TAKING OF NECESSARY ACTION;  FURTHER ACTION. If, at any time after
the Effective  Time,  any further  action is necessary or desirable to carry out
the purposes of this Agreement and to vest the Surviving  Corporation  with full
right, title and possession to all assets, property, rights, privileges,  powers
and  franchises  of Seller and Merger Sub, the officers and  directors of Seller
and Merger Sub are fully authorized in the name of their respective corporations
or otherwise to take,  and will take, all such lawful and necessary  action,  so
long as such action is consistent with this Agreement.

                                   ARTICLE II
                    REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller  and  each  Seller  Stockholder  hereby  jointly  and  severally
represent  and  warrant  to Buyer and  Merger  Sub,  subject  to the  exceptions
specifically  disclosed in writing in the disclosure  schedules  attached hereto
supplied  by Seller and the Seller  Stockholders  to Buyer and  Merger  Sub,  as
follows. When used in connection with Seller, the term "Material Adverse Effect"
means,  for  purposes of this  Agreement,  any  change,  event or effect that is
materially  adverse  to the  business,  assets  (including  intangible  assets),
financial condition, results of operations or prospects of Seller.

         2.1 ORGANIZATION OF SELLER.  Seller is a corporation duly organized and
validly  existing  under  the laws of the  State of  Washington.  Seller  has no
subsidiaries  and Seller  does not own any equity  interest in any entity or any
right  (contingent or otherwise) to acquire any equity  interest in any business
or entity.  Seller has  delivered  a true and  correct  copy of the  Articles of
Incorporation and Bylaws of Seller, as amended to date, to counsel for Buyer.

         2.2 SELLER CAPITAL  STRUCTURE.  The authorized  capital stock of Seller
consists  of  100,000,000  shares of Seller  Common  Stock,  of which  there are
1,000,000  shares issued and outstanding as of the date of this  Agreement.  All
outstanding  shares of Seller Common Stock are duly authorized,  validly issued,
fully  paid and  non-assessable,  are held by the Seller  Stockholders  free and
clear of any  Encumbrances  (as  hereinafter  defined),  and are not  subject to
preemptive rights created by statute, the Articles of Incorporation or Bylaws of
Seller or any agreement or document to which Seller is a party or by which it is
bound.

         2.3  OBLIGATIONS  WITH RESPECT TO SELLER  COMMON  STOCK.  Except as set
forth in Section 2.2, there are no equity  securities of any class of Seller, or
any securities  exchangeable or convertible  into or exercisable for such equity
securities,  issued, reserved for issuance or outstanding. There are no options,
warrants,  equity  securities,  calls,  rights  (including  preemptive  rights),
commitments  or  agreements  of any  character  to which Seller is a party or by
which it is bound  obligating  Seller to issue,  deliver or sell, or cause to be
issued, delivered or sold, or repurchase,  redeem or otherwise acquire, or cause
the  repurchase,  redemption or  acquisition,  of any shares of capital stock of
Seller or obligating Seller to grant, extend, accelerate the vesting of


                                       4
<PAGE>


or enter into any such option, warrant, equity security, call, right, commitment
or agreement.  There are no registration rights, voting trusts, proxies or other
agreements or understandings with respect to any equity security of any class of
Seller.

         2.4      AUTHORITY.

         (a) Seller has all  requisite  corporate  power and  authority  and the
Seller  Stockholders  have all  requisite  legal  capacity  to enter  into  this
Agreement and to consummate the transactions  contemplated hereby. The execution
and  delivery  of  this  Agreement  and  the  consummation  of the  transactions
contemplated  hereby have been duly authorized by all necessary corporate action
on the part of Seller.  This  Agreement  has been duly executed and delivered by
Seller  and  the  Seller  Stockholders  and,  assuming  the  due  authorization,
execution  and  delivery  by Buyer and  Merger  Sub,  constitutes  the valid and
binding  obligation  of  Seller  and the  Seller  Stockholders,  enforceable  in
accordance  with  its  terms,   except  as  enforceability  may  be  limited  by
bankruptcy,  insolvency,  reorganization,  moratorium or similar laws  affecting
creditors'  rights generally or by general  principles of equity.  The execution
and delivery of this Agreement by Seller and the Seller  Stockholders  does not,
and the performance of this Agreement by Seller and the Seller Stockholders will
not, (i) conflict  with or violate the  Articles of  Incorporation  or Bylaws of
Seller,  (ii) subject to compliance with the  requirements  set forth in Section
2.4(b)  below,  conflict  with or  violate  any law,  rule,  regulation,  order,
judgment or decree  applicable  to Seller or by which any of its  properties  is
bound or affected,  or (iii) result in any breach of or constitute a default (or
an event  that with  notice  or lapse of time or both  would  become a  default)
under, or impair Seller's rights or alter the rights or obligations of any third
party  under,  or  give  to  others  any  rights  of   termination,   amendment,
acceleration  or  cancellation  of,  or  result  in the  creation  of a lien  or
encumbrance on any of the properties or assets of Seller  pursuant to, any note,
bond,  mortgage,   indenture,   contract,  agreement,  lease,  license,  permit,
franchise or other  instrument  or  obligation  to which Seller is a party or by
which Seller or any of its  properties  are bound or affected.  Schedule  2.4(a)
lists all  consents,  waivers and  approvals  under any of Seller's  agreements,
contracts,  licenses or leases  required to be obtained in  connection  with the
consummation of the  transactions  contemplated  hereby,  all of which have been
obtained as of the date hereof.

         (b) No consent,  approval,  order or authorization of, or registration,
declaration  or filing with, any court,  administrative  agency or commission or
other  governmental  authority  or  instrumentality  ("Governmental  Entity") is
required by or with respect to Seller or the Seller  Stockholders  in connection
with the execution  and delivery of this  Agreement or the  consummation  of the
transactions  contemplated hereby,  except for (i) the filing of the Articles of
Merger  with the  Secretary  of State of the  State of  Washington  pursuant  to
Washington  Law,  and (ii) such  consents,  approvals,  orders,  authorizations,
registrations,  declarations  and  filings as may be required  under  applicable
federal and state securities laws.

         2.5 SELLER FINANCIAL STATEMENTS. Attached hereto as Schedule 2.5 is the
unaudited  balance  sheet and profit and loss  statement of Seller (i) as at and
for the year ended  December  31,  2002 (the  "Seller  Financials").  The Seller
Financials  fairly  present  the  financial  position  of  Seller as at the date
thereof  and the  results  of its  operations  for  the  period  indicated.  The
unaudited  balance  sheet of  Seller  as of  December  31,  2002 is  hereinafter
referred to as the "Seller  Balance  Sheet."  Except as  disclosed in the Seller
Balance  Sheet,  Seller  does  not  have  any  liabilities  (absolute,  accrued,
contingent or otherwise) which are,  individually or in the aggregate,  material
to the business,  results of operations or financial condition of Seller, except
liabilities


                                       5
<PAGE>


incurred  since the date of the Seller  Balance Sheet in the ordinary  course of
business consistent with past practices.  As of the date hereof, the liabilities
of Seller do not exceed $20,000 in the aggregate.

         2.6      ABSENCE OF CERTAIN CHANGES OR EVENTS.

         Except as set forth in Schedule 2.6,  since  December 31, 2002,  Seller
has not:

         (i)      incurred  any  obligation  or  liability   (whether  absolute,
                  accrued,  contingent  or  otherwise),  except in the  ordinary
                  course of business and consistent with past practice;

         (ii)     suffered  any  damage,  destruction  or loss,  whether  or not
                  covered by  insurance,  affecting  its  properties,  assets or
                  business;

         (iii)    mortgaged,  pledged or subjected to any lien,  charge or other
                  Encumbrance any of its assets, tangible or intangible,  except
                  in the ordinary  course of business and  consistent  with past
                  practice;

         (iv)     leased, licensed or granted to any person or entity any rights
                  in any of its assets or properties other than to Buyer outside
                  the  ordinary  course of business and  inconsistent  with past
                  practice; or

                  (v) entered into any agreement to do any of the foregoing.

          2.7     TAXES.

         (a)  Except as set forth in  Schedule  2.7,  all  returns  and  reports
relating to Taxes (as  hereinafter  defined) which are required to be filed with
respect to Seller on or before the date hereof  have been duly and timely  filed
and all such  returns  and  reports are  complete  and  correct in all  material
respects. All Taxes, assessments, fees and other governmental charges imposed on
or with  respect to Seller  which have  become due and  payable on or before the
Closing Date have been paid in a timely  manner by Seller with the  exception of
those Taxes for which Seller has  established  adequate  reserves.  There are no
actions or  proceedings  currently  pending or threatened  against Seller by any
Governmental  Entity for the assessment or collection of Taxes, no claim for the
assessment  or  collection  of Taxes has been  asserted  or  threatened  against
Seller,   and  there  are  no  matters  under  discussion  by  Seller  with  any
Governmental  Entity  regarding claims for the assessment or collection of Taxes
against Seller.  There are no agreements,  waivers or applications by Seller for
an extension of time for the  assessment  or payment of any Taxes.  There are no
Tax  liens on any of the  assets  of  Seller.  No claim has ever been made by an
authority  in a  jurisdiction  where Seller does not file Tax returns or reports
that it is or may be subject to taxation by that  jurisdiction.  Seller is not a
party to any Tax  allocation or sharing  agreement.  Seller is not and has never
been a member of an affiliated group of corporations  filing a consolidated U.S.
income Tax return and is not liable,  as a transferee  or successor (by contract
or otherwise),  for the Taxes of any corporation that previously was a member of
such an affiliated group.

         (b) For purposes of this  Agreement,  the terms "Tax" and "Taxes" shall
mean and include any and all foreign,  national,  federal, state, local or other
income, franchise, sales, gross


                                       6
<PAGE>


receipts,  use,  value  added,  goods  and  services,  withholding,  employment,
payroll, social security,  unemployment, real and personal property, stamp duty,
customs  duty  and   intangibles   tax  and  all  other  taxes  of  any  nature,
deficiencies,  fees, assessments,  interest, penalties or any other governmental
charges,  duties,  impositions  and liabilities of whatever  nature,  including,
without limitation, any installment payment for taxes and contributions or other
amounts  determined  with respect to compensation  paid to directors,  officers,
employees or independent  contractors,  from time to time imposed by or required
to be paid to any  Governmental  Entity  (including  penalties  and additions to
taxes thereon,  penalties for failure to file a return or report and interest on
any of the foregoing).

         (c)  Seller  has not,  with  regard  to any  assets or  property  held,
acquired  or to be  acquired by Seller,  filed a consent to the  application  of
Section 341(f) of the Code.

         (d) Seller does not conduct any  operations or sales which have been or
are  required to be reported to the Internal  Revenue  Service (the "IRS") under
the provisions of Section 999 of the Code.

         2.8      INTELLECTUAL PROPERTY.

         (a) Seller owns,  or has the right to use, sell or license all patents,
trademarks,  trade  names,  service  marks,  copyrights  and other  intellectual
property  necessary or required for the conduct of its business as conducted and
proposed to be conducted at the time Hennessey commenced  employment with Buyer,
which was May 1, 2003 (such  intellectual  property  and the rights  thereto are
collectively referred to herein as the "Seller IP Rights"). Schedule 2.8(a) sets
forth (i) a complete  and correct  list of all the Seller IP Rights,  except any
license  generally  available  to the public and acquired by Seller at a cost of
less than $5,000,  and  indicates  which of the  scheduled  Seller IP Rights are
owned by Seller,  and (ii)  indicates  with respect to each  patent,  trademark,
trade name, service mark and copyright any application for registration or other
filing by Seller with any Governmental Entity.

         (b) The execution,  delivery and  performance of this Agreement and the
consummation  of the  transactions  contemplated  hereby will not  constitute  a
breach of any  instrument  or  agreement  governing  any  Seller IP Rights  (the
"Seller IP Rights Agreements"),  will not cause the forfeiture or termination or
give rise to a right of  forfeiture  or  termination  of any Seller IP Rights or
impair the right of Seller,  the Surviving  Corporation or Buyer to use, sell or
license any Seller IP Rights or portion thereof.

         (c) Neither the manufacture,  marketing,  license, sale or intended use
of any product or technology  licensed or sold or under development by Seller at
the time  Hennessey  commenced  employment  with Buyer  violates  any license or
agreement  between  Seller and any third  party or  infringes  any  intellectual
property  right of any other  party.  There is no pending or  threatened  claim,
arbitration or litigation  contesting  the validity,  ownership or right to use,
sell,  license or dispose of any Seller IP Rights,  nor has Seller  received any
notice asserting that any Seller IP Rights or the proposed use, sale, license or
disposition  thereof  conflicts  or will  conflict  with the rights of any other
party.

         (d) Except for interactions with Buyer and its representatives,  Seller
has taken  reasonable and  practicable  steps designed to safeguard and maintain
the secrecy and confidentiality of, and its proprietary rights in, all Seller IP
Rights.


                                       7
<PAGE>


         2.9  COMPLIANCE;  RESTRICTIONS.  Seller is not in conflict  with, or in
default or  violation  of, (i) any law,  rule,  regulation,  order,  judgment or
decree  applicable  to  Seller  or by which  any of its  properties  is bound or
affected  or (ii) any note,  bond,  mortgage,  indenture,  contract,  agreement,
lease,  license,  permit,  franchise or other  instrument or obligation to which
Seller  is a party  or by  which  Seller  or any of its  properties  is bound or
affected,  except where such  conflict,  default or  violation  would not have a
Material Adverse Effect.  No investigation or review by any Governmental  Entity
is  pending  or, to Seller or any  Seller  Stockholder's  knowledge,  threatened
against  Seller,  nor has any  Governmental  Entity  indicated  an  intention to
conduct the same.

         2.10  LITIGATION.   There  is  no  action,  suit,  proceeding,   claim,
arbitration  or  investigation  (a  "Proceeding")  pending  or, to Seller or any
Seller Stockholder's knowledge, threatened that relates to or that may adversely
affect  the  business  of,  or  assets  owned  or used by,  Seller.  There is no
Proceeding  pending  or,  to  Seller  or  any  Seller  Stockholder's  knowledge,
threatened that in any manner challenges or seeks to prevent,  enjoin,  alter or
delay any of the transactions  contemplated by this Agreement.  To Seller or any
Seller  Stockholder's  knowledge,  no event has occurred or circumstance  exists
that could give rise to or serve as the basis for the  commencement  of any such
Proceeding.

         2.11  BROKERS'  AND  FINDERS'  FEES.  Neither  Seller  nor  any  Seller
Stockholder has incurred, nor will it or they incur, directly or indirectly, any
liability for brokerage or finders' fees or agents'  commissions  or any similar
charges  in  connection  with this  Agreement  or any  transaction  contemplated
hereby.

         2.12. EMPLOYEES; EMPLOYEE BENEFITS.

         (a) Schedule 2.12(a) sets forth the names of all employees of Seller as
of the date of this  Agreement  (the  "Employees")  and,  with  respect  to each
Employee,  such  Employee's job title and the date of commencement of employment
of such  Employee.  Seller has no further  obligations to any Employee or former
employee for salaries, vacations, benefits or other compensation, including, but
not limited to, severance, bonuses, incentive and deferred compensation, and all
commissions and other fees payable to  salespeople,  sales  representatives  and
other agents.  Seller does not currently offer,  and has never offered,  retiree
health and insurance  benefits to Employees or former employees,  and Seller has
no liabilities  (contingent  or otherwise)  with respect  thereto.  There are no
outstanding  loans from Seller to any of its officers,  directors,  employees or
other affiliates.  Complete and correct copies of all written agreements with or
concerning  Employees,   including,   without  limitation,  and  all  employment
policies,  and all amendments and  supplements  thereto,  have been delivered to
Buyer,  and a list of all such  agreements and policies is set forth in Schedule
2.12(a).

         (b) Seller has complied at all times and in all respects with all laws,
statutes,  rules and regulations applicable with respect to employees in each of
the jurisdictions in which it operates and/or does business.

         (c)  Schedule  2.12(c)  sets forth a list of each  defined  benefit and
defined contribution plan, stock ownership plan, executive  compensation program
or arrangement, bonus plan, incentive compensation plan or arrangement, deferred
compensation   agreement  or  arrangement,   supplemental   retirement  plan  or
arrangement, vacation pay, sickness, disability or death benefit


                                       8
<PAGE>


plan  (whether  provided  through  insurance,  on a funded or unfunded  basis or
otherwise),  medical or life insurance plan, providing benefits to any Employee,
retiree  or  former   employee  or  any  of  their   dependents,   survivors  or
beneficiaries,  employee  stock option or stock  purchase  plan,  severance pay,
termination or salary  continuation  plan, and each other employee benefit plan,
program or arrangement,  including,  without limitation,  each "employee benefit
plan"  within the  meaning of Section  3(3) of the  Employee  Retirement  Income
Security Act of 1974,  as amended  ("ERISA"),  which is maintained by Seller for
the benefit of or relating to any of the Employees or to any former employees of
Seller or their dependents,  survivors or beneficiaries,  whether or not legally
binding,  and for which Seller could  reasonably  have any  liabilities,  all of
which  are  hereinafter  referred  to as the  "Benefit  Plans."  None of  Buyer,
Surviving  Corporation  or Seller will incur any  liability  under any severance
agreement,  deferred  compensation  agreement,   employment  agreement,  similar
agreement  or  Benefit  Plan of Seller as a result  of the  consummation  of the
transactions contemplated by this Agreement.

         2.13  ENVIRONMENTAL  MATTERS.  Seller is, and at all times has been, in
full  compliance   with,  and  has  not  been  and  is  not  liable  under,  any
Environmental  Law.  For  purposes  hereof,  "Environmental  Law" shall mean any
federal,  state, local, municipal,  foreign,  international,  multinational,  or
other administrative order,  constitution,  law, ordinance,  principle of common
law, regulation, statute, or treaty that requires or relates to:

         (a)  advising  appropriate  authorities,  employees,  and the public of
intended or actual releases of pollutants or hazardous  substances or materials,
violations of discharge limits, or other prohibitions and of the commencement of
activities,  such as  resource  extraction  or  construction,  that  could  have
significant  impact on the soil,  land  surface or  subsurface  strata,  surface
waters  (including  navigable waters,  ocean waters,  streams,  ponds,  drainage
basins, and wetlands),  groundwaters,  drinking water supply,  stream sediments,
ambient  air  (including  indoor  air),  plant and  animal  life,  and any other
environmental medium or natural resource (the "Environment");

         (b)  preventing  or  reducing  to  acceptable  levels  the  release  of
pollutants or hazardous substances or materials into the Environment;

         (c) reducing the quantities,  preventing the release, or minimizing the
hazardous characteristics of wastes that are generated;

         (d) assuring that products are designed, formulated, packaged, and used
so  that  they  do  not  present  unreasonable  risks  to  human  health  or the
Environment when used or disposed of;

         (e) protecting resources, species, or ecological amenities;

         (f)  reducing  to   acceptable   levels  the  risks   inherent  in  the
transportation of hazardous  substances,  pollutants,  oil, or other potentially
harmful substances;

         (g) cleaning up  pollutants  that have been  released,  preventing  the
threat of release, or paying the costs of such clean up or prevention; or

         (h) making responsible  parties pay private parties, or groups of them,
for  damages  done  to  their   health  or  the   Environment,   or   permitting
self-appointed  representatives  of the public  interest to recover for injuries
done to public assets.


                                       9
<PAGE>


         2.14     AGREEMENTS, CONTRACTS AND COMMITMENTS.  Except as set forth in
Schedule 2.14, Seller is not a party to or bound by:

         (a) any collective bargaining agreements;

         (b) any bonus, deferred compensation,  incentive compensation, pension,
profit-sharing  or  retirement  plans,  or any other  employee  benefit plans or
arrangements;

         (c) any employment or consulting agreement, contract or commitment;

         (d) any agreement or plan,  including,  without  limitation,  any stock
option plan,  stock  appreciation  right plan or stock purchase plan, any of the
benefits of which will be increased, or the vesting of benefits of which will be
accelerated,  by the occurrence of any of the transactions  contemplated by this
Agreement or the value of any of the benefits of which will be calculated on the
basis of any of the transactions contemplated by this Agreement;

         (e) any  agreement of  indemnification  or guaranty not entered into in
the ordinary  course of business  other than normal  indemnification  agreements
between Seller and any of its officers or directors;

         (f) any  agreement,  contract or  commitment  containing  any  covenant
limiting the freedom of Seller to engage in any line of business or compete with
any person;

         (g) any confidentiality or non-disclosure agreement;

         (h) any  agreement,  contract or commitment  relating to future capital
expenditures;

         (i) any agreement,  contract or commitment  currently in force relating
to the  disposition  or  acquisition  of assets  not in the  ordinary  course of
business  or any  ownership  interest  in any  corporation,  partnership,  joint
venture or other business enterprise;

         (j) any mortgages,  indentures,  loans or credit  agreements,  security
agreements or other agreements or instruments relating to the borrowing of money
or extension of credit;

         (k) any joint marketing or development agreement;

         (l)  any   distribution   agreement   (identifying   any  that  contain
exclusivity provisions);

         (m) any royalty agreement; or

         (n) any other agreement,  contract,  lease or commitment which involves
payment  or  receipt  by Seller  under any such  agreement,  contract,  lease or
commitment of $5,000 or more in the aggregate.

Schedule  2.14  contains a complete  and correct  list of all Seller  Contracts,
whether oral or written. Each Seller Contract is in full force and effect and is
valid and enforceable in accordance  with its terms.  Neither Seller nor, to the
best  knowledge  of Seller and each  Seller  Stockholder,  any other  party to a
Seller Contract (as defined below),  has breached,  violated or defaulted under,
or


                                       10
<PAGE>


received notice that it has breached,  violated or defaulted  under,  any of the
terms or conditions of any of the agreements,  contracts or commitments to which
Seller is a party or by which it is bound of the type  described  in clauses (a)
through  (n) above  (any  such  agreement,  contract  or  commitment,  a "Seller
Contract")  in such a manner  as would  permit  any  other  party to  cancel  or
terminate  any such  Seller  Contract,  or would  permit any other party to seek
damages.

         2.15  CHANGE OF  CONTROL  PAYMENTS.  There  are no plans or  agreements
pursuant to which any amounts may become  payable  (whether  currently or in the
future) to current or former  officers,  directors  or  employees of Seller as a
result  of or in  connection  with  the  Merger  except  as set  forth  in  this
Agreement.

         2.16. TITLE TO PROPERTIES AND RELATED  MATTERS.  Except as set forth in
Schedule  2.16,  Seller has good and  marketable  title to all its  property and
assets which it owns, including,  without limitation,  the properties and assets
reflected in the Seller  Financials  or acquired  after the date thereof  (other
than properties and assets sold or otherwise  disposed of since the date thereof
in the ordinary course of business and consistent with past practice),  free and
clear of any mortgages,  pledges,  security interests,  liens, claims,  charges,
equities,  conditional  sales contracts,  restrictions,  reservations,  options,
first refusal rights or  encumbrances  of any nature  whatsoever  (collectively,
"Encumbrances").

         2.17  BOARD  AND  SHAREHOLDER  APPROVAL.  The  Board of  Directors  and
shareholders  of Seller  have,  as of the date of this  Agreement,  approved the
execution and delivery of this Agreement and  consummation  of the  transactions
contemplated hereby.

         2.18 BOOKS AND  RECORDS.  The books of  account,  minute  books,  stock
record books and other records of Seller,  all of which have been made available
to counsel for Buyer,  are complete and correct in all  material  respects.  The
minute  books made  available  to Seller are the only minute books of Seller and
contain  a  reasonably  accurate  summary  of  all  meetings  of  directors  (or
committees  thereof) and  stockholders  or actions by written  consent since the
time of incorporation of Seller.

         2.19  COMPLIANCE WITH APPLICABLE LAW. Seller is not in violation of any
applicable  foreign or domestic laws,  rules,  regulations,  ordinances,  codes,
judgments, orders, injunctions, writs or decrees of any federal, state, local or
foreign court or governmental  body or agency thereof to which it may be subject
which are  applicable  to or which  could  reasonably  be expected to affect the
business or operations of Seller. No claims have been filed against Seller,  and
Seller has not received any notice,  alleging any such  violation,  nor is there
any inquiry, investigation or proceeding relating thereto.

         2.20 BANK  ACCOUNTS;  POWERS OF  ATTORNEY.  Schedule  2.20 sets forth a
complete and correct  list  showing:  (a) all banks in which Seller  maintains a
bank account or safe deposit box (collectively, "Bank Accounts"), together with,
as to each such Bank Account,  the account number,  the names of all signatories
thereof and the  authorized  powers of each such  signatory and, with respect to
each such safe  deposit  box,  the number  thereof  and the names of all persons
having  access  thereto;  and (b) the  names of all  persons  holding  powers of
attorney from Seller and a summary statement of the terms thereof.

         2.21 INVESTMENT  REPRESENTATIONS.  Each Seller Stockholder  represents,
warrants and covenants as to himself as follows:


                                       11
<PAGE>


         (a)  INVESTMENT  INTENT.  Seller  Stockholder  is acquiring  all of the
shares of Buyer Common Stock  described in Section 1.6 for Seller  Stockholder's
own  account,  for  investment  only  and not  with a view  to,  or for  sale in
connection with, a distribution thereof or any part thereof,  within the meaning
of the Securities  Act of 1933 (the  "Securities  Act") or any applicable  state
securities or blue-sky laws;

         (b) INTENT TO TRANSFER. Seller Stockholder is not a party to or subject
to or bound by any  contract,  undertaking,  agreement or  arrangement  with any
person to sell, transfer or pledge the Buyer Common Stock or any part thereof to
any  person,  and has no  present  intention  to  enter  into  such a  contract,
undertaking, agreement or arrangement;

         (c) OFFERING EXEMPT FROM REGISTRATION; BUYER'S RELIANCE.

                  (i)     Buyer has  advised  the  Seller  Stockholder  that the
                          Buyer Common Stock has not been  registered  under the
                          Securities  Act or under  the laws of any state on the
                          basis that the  issuance  thereof is exempt  from such
                          registration;

                  (ii)    Buyer's reliance on the availability of such exemption
                          is, in part,  based upon the accuracy and truthfulness
                          of  Seller  Stockholder's   representations  contained
                          herein;

                  (iii)   As a result of such lack of registration,  none of the
                          Buyer   Common   Stock  may  be  resold  or  otherwise
                          transferred   or  disposed  of  without   registration
                          pursuant to or an exemption  therefrom available under
                          the Securities Act and such state securities laws; and

                  (iv)    In  furtherance  of the  provisions of this  paragraph
                          (d), all of the  certificates  representing  the Buyer
                          Common   Stock   shall  bear  a   restrictive   legend
                          substantially in the following form:

         "THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED.  THESE SHARES HAVE BEEN ACQUIRED
FOR INVESTMENT  PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE,  AND MAY
NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE  REGISTRATION  STATEMENT FOR SUCH SHARES UNDER THE  SECURITIES  ACT OF
1933, AS AMENDED,  OR AN OPINION OF COUNSEL  SATISFACTORY TO THE ISSUER OF THESE
SHARES TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT."

         (d)  SOPHISTICATION OF THE SELLER  STOCKHOLDER.  Seller Stockholder has
evaluated  the merits and risks of acquiring the Buyer Common Stock and has such
knowledge  and  experience  in  financial  and  business   matters  that  Seller
Stockholder is capable of evaluating  the merits and risks of such purchase,  is
aware of and has  considered  the  financial  risks  and  financial  hazards  of
acquiring Buyer Common Stock, and is able to bear the economic risk of acquiring
Buyer Common Stock,  including the  possibility  of a complete loss with respect
thereto;


                                       12
<PAGE>


         (e) ACCESS TO  INFORMATION.  Seller  Stockholder has had access to such
information regarding the business and finances of Buyer,  including the filings
of  the  Company  with  the  SEC  since  October  1,  2003,  including,  without
limitation,  the Registration Statement on Form SB-2 (File No. 333-112371) filed
by the Company on January 30, 2004, the receipt and careful  reading of which is
hereby acknowledged by the undersigned, and has been provided the opportunity to
discuss  with  the  Buyer's  management  the  business,  affairs  and  financial
condition  of the Buyer and such other  matters  with  respect to Buyer as would
concern a reasonable  person  considering the  transactions  contemplated by the
Agreement and/or  concerned with the operations of the Buyer including,  without
limitation,  pursuant to a meeting  and/or  discussions  with  management of the
Buyer; and

         (f) NO  GUARANTEES.  It  never  has  been  represented,  guaranteed  or
warranted to Seller  Stockholder  by Buyer,  or any of its officers,  directors,
agents,  representatives  or  employees,  or any other  person,  expressly or by
implication, that:

                  (i)     Any gain will be realized by Seller  Stockholders from
                          their investment in the Buyer Common Stock; or

                  (ii)    That the past performance or experience on the part of
                          Buyer, its  predecessors or of any other person,  will
                          in any way indicate any future results of Buyer.

         2.22 DISCLOSURE.  No representation or warranty by Seller or any of the
Seller Stockholders contained in this Agreement (including,  without limitation,
in Section 2.1 through  2.21,  inclusive),  nor any other  statement,  schedule,
certificate or other  document  delivered or to be delivered by Seller or any of
the Seller  Stockholders to Buyer or Merger Sub pursuant hereto or in connection
with the transactions  contemplated by this Agreement,  contains or will contain
any  untrue  statement  of a  material  fact or  omits  or will  omit to state a
material fact necessary in order to make the statements  made herein or therein,
in the light of the circumstances in which they were made, not misleading.


                                   ARTICLE III
             REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB

         Buyer and Merger Sub,  jointly and severally,  represent and warrant to
Seller  and the Seller  Stockholders,  subject  to the  exceptions  specifically
disclosed in the disclosure schedules supplied by Buyer and Merger Sub to Seller
and the Seller Stockholders and attached hereto, as follows:

         3.1  ORGANIZATION OF BUYER.  Buyer and Merger Sub each is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
jurisdiction  of its  incorporation,  has the corporate  power to own, lease and
operate its property and to carry on its business as now being  conducted and as
proposed to be  conducted,  and is duly  qualified  to do  business  and in good
standing as a foreign  corporation in each  jurisdiction in which the failure to
be so qualified  would have a Buyer Material  Adverse Effect (as defined below).
Buyer has no subsidiaries other than Merger Sub and Dwango North America,  Inc.,
a Texas corporation.  Merger Sub has no subsidiaries.  Buyer and Merger Sub have
each delivered or made  available a true and correct copy of the  Certificate of
Incorporation and Bylaws of each of them, each as


                                       13
<PAGE>


amended to date, to counsel for Seller.  When used in connection with Buyer, the
term "Buyer Material Adverse Effect" means, for purposes of this Agreement,  any
change,  event or effect  that is  materially  adverse to the  business,  assets
(including  intangible assets),  financial  condition,  results of operations or
prospects of Buyer and its subsidiaries taken as a whole.

         3.2 BUYER  CAPITAL  STRUCTURE.  The  authorized  capital stock of Buyer
consists of 50,000,000  shares of Buyer Common Stock,  and 10,000,000  shares of
preferred stock, par value $.001 per share ("Buyer Preferred Stock").  As of the
date of this Agreement,  there are 6,241,800 shares of Buyer Common Stock issued
and outstanding,  2,282,615 shares of Buyers Common Stock underlying outstanding
stock options,  4,228,122 shares of Buyer Common Stock  underlying  warrants and
3,500,000 shares of Buyer Common Stock underlying  convertible  notes. There are
no outstanding  shares of Buyer Preferred Stock. The authorized capital stock of
Merger Sub consists of 1,000 shares of common stock,  par value $.001 per share,
100  shares of which  are  issued  and  outstanding  and are held by Buyer.  All
outstanding  shares  of the Buyer  Common  Stock  are duly  authorized,  validly
issued,  fully paid and  non-assessable and are not subject to preemptive rights
created by statute,  the Certificate of  Incorporation or Bylaws of Buyer or any
agreement  or document  to which  Buyer is a party or by which it is bound.  The
shares of Buyer Common Stock to be issued in the Merger will be duly authorized,
validly issued, fully paid and non-assessable.

         3.3 OBLIGATIONS WITH RESPECT TO BUYER COMMON STOCK. Except as set forth
in Section 3.2,  there are no equity  securities  of any class of Buyer,  or any
securities  exchangeable  or  convertible  into or  exercisable  for such equity
securities, issued, reserved for issuance or outstanding. Except as set forth in
Section 3.2, there are no options,  warrants,  equity securities,  calls, rights
(including  preemptive  rights),  commitments  or agreements of any character to
which  Buyer or Merger  Sub is a party or by which  either  is bound  obligating
Buyer or Merger Sub to issue, deliver or sell, or cause to be issued,  delivered
or sold, or repurchase,  redeem or otherwise  acquire,  or cause the repurchase,
redemption or acquisition, of any shares of capital stock of Buyer or Merger Sub
or obligating Buyer or any of its subsidiaries to grant, extend,  accelerate the
vesting of or enter into any such option, warrant, equity security, call, right,
commitment or agreement.

         3.4      AUTHORITY.

         (a) Each of Buyer and Merger Sub has all requisite  corporate power and
authority  to enter  into this  Agreement  and to  consummate  the  transactions
contemplated  hereby.  The  execution  and  delivery of this  Agreement  and the
consummation of the transactions  contemplated  hereby have been duly authorized
by all  necessary  corporate  action on the part of Buyer and Merger  Sub.  This
Agreement  has been duly  executed and delivered by each of Buyer and Merger Sub
and, assuming the due authorization, execution and delivery of this Agreement by
Seller and each of the Seller Stockholders, this Agreement constitutes the valid
and  binding  obligations  of each of  Buyer  and  Merger  Sub,  enforceable  in
accordance  with  its  terms,   except  as  enforceability  may  be  limited  by
bankruptcy,  insolvency,  reorganization,   moratorium  or  other  similar  laws
affecting  creditors' rights generally or by general  principles of equity.  The
execution and delivery of this Agreement by each of Buyer and Merger Sub do not,
and the  performance of this Agreement by each of Buyer and Merger Sub will not,
(i) conflict with or violate the Certificate of Incorporation of Buyer or Merger
Sub,  (ii)  subject to  compliance  with the  requirements  set forth in Section
3.4(b)  below,  conflict  with or  violate  any law,  rule,  regulation,  order,
judgment or decree  applicable  to Buyer or Merger Sub or by which its or any of
their


                                       14
<PAGE>


respective  properties is bound or affected, or (iii) result in any breach of or
constitute  a default  (or an event  that  with  notice or lapse of time or both
would become a default) under, or impair Buyer's or Merger Sub's rights or alter
the rights or obligations of any third party under, or give to others any rights
of termination,  amendment,  acceleration  or cancellation  of, or result in the
creation of a lien or encumbrance on any of the properties or assets of Buyer or
Merger  Sub  pursuant  to,  any  note,  bond,  mortgage,  indenture,   contract,
agreement,  lease, license,  permit, franchise or other instrument or obligation
to which  Buyer or Merger Sub is a party or by which  Buyer or Merger Sub or its
or any of their  respective  properties  are  bound  or  affected.  No  material
consents, waivers and approvals under any of Buyer's or any of its subsidiaries'
agreements,  contracts,  licenses  or  leases  is  required  to be  obtained  in
connection with the consummation of the transactions contemplated hereby.

         (b) No consent,  approval,  order or authorization of, or registration,
declaration  or filing  with,  any  Governmental  Entity is  required by or with
respect to Buyer or Merger Sub in connection  with the execution and delivery of
this Agreement or the  consummation  of the  transactions  contemplated  hereby,
except for (i) the filing of the Articles of Merger with the  Secretary of State
of the State of Washington  pursuant to Washington  Law, and (ii) such consents,
approvals, orders,  authorizations,  registrations,  declarations and filings as
may be required under applicable  federal and state  securities laws,  including
the timely filing of a Form 8-K with the Securities and Exchange Commission (the
"SEC").

         3.5      TAXES.

         (a) All returns and reports  relating to Taxes which are required to be
filed  with  respect to Buyer on or before  the date  hereof  have been duly and
timely  filed and all such  returns and reports are  complete and correct in all
material respects. All Taxes,  assessments,  fees and other governmental charges
imposed on or with  respect to Buyer  which  have  become due and  payable on or
before  the  Closing  Date have been paid in a timely  manner by Buyer  with the
exception  of those Taxes for which  Buyer has  established  adequate  reserves.
There are no actions or  proceedings  currently  pending or  threatened  against
Buyer by any  Governmental  Entity for the assessment or collection of Taxes, no
claim for the  assessment or collection of Taxes has been asserted or threatened
against  Buyer,  and there are no  matters  under  discussion  by Buyer with any
Governmental  Entity  regarding claims for the assessment or collection of Taxes
against Buyer. There are no agreements,  waivers or applications by Buyer for an
extension of time for the  assessment or payment of any Taxes.  There are no Tax
liens on any of the assets of Buyer. No claim has ever been made by an authority
in a jurisdiction where Buyer does not file Tax returns or reports that it is or
may be subject to taxation by that jurisdiction. Buyer is not a party to any Tax
allocation or sharing agreement.  Buyer is not and has never been a member of an
affiliated  group of corporations  filing a consolidated  U.S. income Tax return
and is not liable, as a transferee or successor (by contract or otherwise),  for
the Taxes of any corporation  that previously was a member of such an affiliated
group.

         (b) Buyer has not, with regard to any assets or property held, acquired
or to be acquired by Buyer, filed a consent to the application of Section 341(f)
of the Code.

         (c) Buyer does not conduct any  operations  or sales which have been or
are  required to be reported to the IRS under the  provisions  of Section 999 of
the Code.


                                       15
<PAGE>


         3.6      COMPLIANCE; PERMITS; RESTRICTIONS.

         (a) Buyer is not in conflict  with,  or in default or violation of, (i)
any law, rule,  regulation,  order, judgment or decree applicable to Buyer or by
which  any of its  properties  is bound or  affected  or (ii)  any  note,  bond,
mortgage,  indenture,  contract, agreement, lease, license, permit, franchise or
other  instrument  or  obligation to which Buyer is a party or by which Buyer or
any of its properties is bound or affected, except where such conflict,  default
or violation  would not have a Material  Adverse  Effect.  No  investigation  or
review by any  Governmental  Entity is pending or, to the knowledge of Buyer and
Merger Sub,  threatened against Buyer, nor has any Governmental Entity indicated
an intention to conduct the same.

         (b) Buyer holds all permits, licenses,  variances,  exemptions,  orders
and approvals from Governmental  Entities which are material to the operation of
the business of Buyer (collectively,  the "Buyer Permits"). Buyer is in material
compliance with the terms of the Buyer Permits.

         3.7 LITIGATION.  There is no Proceeding pending or, except as set forth
in  Schedule  3.7, to the  knowledge  of Buyer or Merger  Sub,  threatened  that
relates to or that may adversely affect the business of, or assets owned or used
by,  Buyer.  There is no  Proceeding  pending or, to the  knowledge  of Buyer or
Merger  Sub,  threatened  that in any  manner  challenges  or seeks to  prevent,
enjoin,  alter or delay any of the transactions  contemplated by this Agreement.
To Buyer and Merger  Sub's  knowledge,  except as set forth in Schedule  3.7, no
event has  occurred or  circumstance  exists that could give rise to or serve as
the basis for the commencement of any such Proceeding.

         3.8 COMPLIANCE  WITH  APPLICABLE  LAW. Buyer is not in violation of any
applicable  foreign or domestic laws,  rules,  regulations,  ordinances,  codes,
judgments, orders, injunctions, writs or decrees of any federal, state, local or
foreign court or governmental  body or agency thereof to which it may be subject
which are  applicable  to or which  could  reasonably  be expected to affect the
respective  businesses or operations of Buyer. No claims have been filed against
Buyer, and Buyer has not received any notice,  alleging any such violation,  nor
is there any inquiry, investigation or proceeding relating thereto.

         3.9 BROKERS' AND FINDERS'  FEES.  Buyer has not  incurred,  nor will it
incur,  directly or indirectly,  any liability for brokerage or finders' fees or
agents'  commissions or any similar charges in connection with this Agreement or
any transaction contemplated hereby.

         3.10     SEC DOCUMENTS; FINANCIAL STATEMENTS.

         (a) Buyer has filed all forms,  reports  and  documents  required to be
filed by Buyer  with the SEC since  October  1, 2003  (the  documents  so filed,
collectively,  the "Buyer SEC Documents").  As of their respective filing dates,
the Buyer SEC Documents  complied in all material respects with the requirements
of the Securities  Exchange Act of 1934 and the Securities  Act, and none of the
Buyer SEC Documents contained any untrue statement of a material fact or omitted
to state a material fact required to be stated  therein or necessary to make the
statements made therein,  in light of the circumstances in which they were made,
not misleading, except to the extent corrected by a subsequently filed Buyer SEC
Document.

         (b) The  financial  statements of Buyer,  including the notes  thereto,
included in the Buyer SEC Documents  (the "Buyer  Financial  Statements"),  were
complete and correct in all


                                       16
<PAGE>


material  respects as of their respective  filing dates,  complied as to form in
all material  respects  with  applicable  accounting  requirements  and with the
published  rules and  regulations  of the SEC with  respect  thereto as of their
respective  dates,  and have been  prepared in  accordance  with  United  States
generally  accepted   accounting   principles  applied  on  a  basis  consistent
throughout the periods  indicated and consistent  with each other (except as may
be  indicated  in the notes  thereto  or, in the case of  unaudited  statements,
included in Quarterly  Reports on Forms 10 Q), except to the extent corrected by
a subsequently filed Buyer SEC Document.  The Buyer Financial  Statements fairly
present the consolidated  financial condition and operating results of Buyer and
its subsidiaries at the dates and during the periods indicated therein (subject,
in the case of unaudited statements, to normal, recurring year-end adjustments).

         3.11 DISCLOSURE.  No  representation or warranty by Buyer or Merger Sub
contained in this  Agreement  (including,  without  limitation,  in Sections 3.1
through 3.10,  inclusive),  nor any other  statement,  schedule,  certificate or
other document  delivered or to be delivered by Buyer or Merger Sub to Seller or
the Seller  Stockholders  pursuant hereto or in connection with the transactions
contemplated by this Agreement, contains or will contain any untrue statement of
a material  fact or omits or will omit to state a  material  fact  necessary  in
order  to  make  the  statements  made  herein  or  therein,  in  light  of  the
circumstances under which they were made, not misleading.

                                   ARTICLE IV
                              ADDITIONAL AGREEMENTS

         4.1 FILINGS  WITH  GOVERNMENTAL  ENTITIES.  As promptly as  practicable
after the date of this  Agreement,  Buyer  will make or cause to be made any and
all  filings  with  Governmental  Entities  necessary  in  connection  with  the
transactions contemplated hereby.

         4.2 EXPENSES. Except as otherwise expressly provided in this Agreement,
each party to this  Agreement  will bear its  respective  expenses  incurred  in
connection with the  preparation,  execution,  and performance of this Agreement
and the  transactions  contemplated  hereby,  including all fees and expenses of
agents, representatives, counsel, and accountants; provided that Buyer shall pay
the reasonable fees and expenses of counsel to Seller to the extent such payment
is not reasonably likely to affect the tax-free status of the Merger.

         4.3 CONFIDENTIALITY.  (a) The Seller Stockholders understand and hereby
acknowledge  that they have access to  Confidential  Information  (as defined in
Section 4.3(d) below), and that any such Confidential  Information,  even though
it may be  developed or otherwise  acquired by the Seller  Stockholders,  is the
exclusive  property of  Surviving  Corporation  or Buyer,  to be held by them in
trust solely for the benefit of Surviving  Corporation or Buyer, as the case may
be.

                  (b)  Each  of  the   Seller   Stockholders   agrees   that  in
consideration  of the Buyer  Common  Stock which he will  receive as an owner of
Seller Common Stock in connection  with the Merger  pursuant to this  Agreement,
during the Covered Time (as defined in Section 4.4(e) below),  he shall not, and
shall not cause others to, use, reveal, report,  publish,  transfer or otherwise
disclose to any person any such Confidential  Information  without prior written
consent of the Surviving Corporation or Buyer, as the case may be, except as may
be required in the course of  performance  of his duties as an employee of Buyer
or any of its  subsidiaries or affiliates.  Notwithstanding  the foregoing,  the
prohibitions of this subparagraph (b) shall not


                                       17
<PAGE>


apply to any  Confidential  Information  that becomes  general public  knowledge
other  than due to  disclosure  by the  Seller  Stockholder  or that the  Seller
Stockholder is required to divulge by court order or administrative process.

                  (c) Upon  termination of any  employment  with Buyer or any of
its  subsidiaries  or affiliates for any reason,  the Seller  Stockholder  shall
promptly  deliver  to  Buyer  all  plans,  drawings,  manuals,  letters,  notes,
notebooks,  reports,  data, recorded media, computer programs and copies thereof
and all  other  materials,  including  without  limitation  those of a secret or
confidential  nature,  relating to Buyer's or any  subsidiary's  or  affiliate's
business that are then in his possession or control.

                  (d) For  purposes  hereof,  "Confidential  Information"  means
information about Seller,  Buyer or Buyer's  subsidiaries or affiliates,  as the
case  may  be,  not  generally  available  to  the  public,  including,  without
limitation,   all  computer   software  and  database   information,   personnel
information,  financial  information,  customer  lists,  supplier  lists,  trade
secrets,   patented  proprietary   information,   forms,  information  regarding
operations,  systems,  services,  know how,  computer and any other processed or
collated data,  computer  programs,  pricing,  marketing and  advertising  data,
methods,  forms,  systems,  services,  designs,  marketing  ideas,  products  or
processes  (whether  or  not  capable  of  being  trademarked,   copyrighted  or
patented).

         4.4 NON-COMPETITION.  (a) Each of the Seller Stockholders hereby agrees
that,  in  consideration  of the Buyer  Common Stock which he will receive as an
owner of Seller Common Stock in connection  with the Merger,  during the Covered
Time (as defined in 4.4(e) below) he shall not,  directly or indirectly,  (A) in
any geographic  area of the Territory (as defined in Section 4.4(c) below),  for
his own account, or as a partner, member, advisor or agent of any partnership or
joint  venture,  or as a  trustee,  officer,  director,  employee,  shareholder,
advisor or agent of any  corporation,  trust or other business  organization  or
entity,  own, manage,  join,  participate in, encourage,  support,  finance,  be
engaged in, have an interest in, give  financial  assistance or advice to, or be
concerned in any way with the ownership, management, operation or control of any
person or entity that  develops or sells  software  or other  applications  that
enable mobile telephones to download,  organize and/or play games,  ringtones or
media,  or (B)  induce  or  attempt  to  induce  any  customer  of  Buyer or its
subsidiaries  or affiliates to cease doing business in whole or in part with the
Buyer or its  subsidiaries  or affiliates.  Nothing in this Agreement  shall (C)
prohibit  any Seller  Stockholder  from owning one  percent  (1%) or less of the
equity  interests of any public entity or (D) so long as Eversio,  Inc. does not
engage in  operations  to develop or sell  software or other  applications  that
enable mobile telephones to download,  organize and/or play games,  ringtones or
media,  prohibit  Hennessey  from  maintaining  his ownership in,  remaining the
chairman of, and, during his employment with Buyer,  spending no more than three
hours per week working for Eversio,  Inc. Eversio,  Inc.,  founded by Hennessey,
provides  mobile data  collection  products and  services,  including  software,
hardware and integration services.

         (b) Each of the Seller  Stockholders  agrees that, in  consideration of
the Buyer Common Stock which he will receive as an owner of Seller  Common Stock
in connection with the Merger,  during the Covered Time, he shall not either for
his own account or for any person,  firm or company solicit,  interfere with, or
endeavor to cause any employee of Buyer or its  subsidiaries  or  affiliates  to
leave his  employment or induce or attempt to induce any such employee to breach
his employment agreement with Buyer or its subsidiaries or affiliates.


                                       18
<PAGE>


         (c) For purposes hereof,  "Territory"  shall mean the United States and
Canada and any other  country or place  where the Seller has engaged in business
at any time in any material  respect  during the one (1) year preceding the date
hereof.

         (d) The Seller  Stockholders  acknowledge  that the geographic scope of
the  restrictions  imposed on the  Seller  Stockholders  hereunder  are fair and
reasonable  under the  circumstances  and are necessary and  fundamental  to the
protection of the business of Buyer and its  subsidiaries and affiliates and its
goodwill.

         (e) For the purposes of this Section 4.4, the "Covered Time" shall mean
the later to expire of (i) the 24-month period immediately following the Closing
Date, or (ii) if  applicable,  the six month period  following the date on which
the  Selling  Stockholder's  employment  with  Buyer  and its  subsidiaries  and
affiliates terminates for whatever reason.

         4.5 EQUITABLE RELIEF.  Seller and the Seller  Stockholders  acknowledge
that the  covenants  contained in Sections 4.3 and 4.4 hereof are a material and
necessary  inducement  for Buyer  and  Merger  Sub to agree to the  transactions
contemplated  hereby,  and that a violation of any of such  covenants will cause
irreparable   and  continuing   damage  to  Buyer,   Merger  Sub  and  Surviving
Corporation,  that Buyer, Merger Sub and Surviving Corporation shall be entitled
to pursue  injunctive  or other  equitable  relief  from any court of  competent
jurisdiction  restraining any further  violation of such covenants and that such
injunctive  relief  shall be  cumulative  and in addition to any other rights or
remedies to which Buyer, Merger Sub or Surviving Corporation may be entitled.

         4.6  EXCLUSION  OF  SANDERS.  Notwithstanding  anything  herein  to the
contrary,  Sanders shall not be bound by the  provisions of Sections 4.4 and 4.5
and the references in Sections 4.4 and 4.5 to the Seller  Stockholders  shall be
deemed to include only Hennessey, Adams and Conrad.

                                    ARTICLE V
                              DELIVERIES AT CLOSING

         5.1  DELIVERIES  TO  BUYER.  At  the  Closing  Seller  and  the  Seller
Stockholders shall deliver to Buyer:

         (a) EMPLOYMENT  AGREEMENTS.  An Employment  Agreement between Buyer and
each of Hennessey, Adams, and Conrad, in the form set forth as Exhibits B, C and
D, respectively, executed by such Seller Stockholder;

         (b)  REGISTRATION  RIGHTS  AGREEMENT.  A Registration  Rights Agreement
between  Buyer and each  Seller  Stockholder  in the form set forth as Exhibit E
executed by such Seller Stockholder;

         (c)  ASSIGNMENT OF INVENTIONS  AGREEMENTS.  An Assignment of Inventions
agreement between Buyer and Merger Sub and each of Hennessey, Adams, Sanders and
Conrad, in the form set forth as Exhibit F, executed by such Seller Stockholder;

         (d) CERTIFICATES OF EXISTENCE. A Certificate of Existence issued by the
Secretary of State of the State of Washington and  Certificates of Good Standing
from every jurisdiction in


                                       19
<PAGE>


which Seller is authorized to do business as a foreign  corporation in each case
with respect to Seller;

         (e)  CORPORATE  RECORDS.  The  corporate  records of Seller,  including
minute books and stockholder records;

         (f) CORPORATE  APPROVALS.  Evidence that the Board of Directors and the
Seller  Stockholders have duly approved the Merger in accordance with Washington
Law; and

         (g) MISCELLANEOUS. Such other agreements, documents and certificates as
may be reasonably requested by Buyer or Merger Sub.

         5.2  DELIVERIES TO SELLER AND THE SELLER  STOCKHOLDERS.  At the Closing
Buyer,  except as  expressly  noted,  shall  deliver  to Seller  and the  Seller
Stockholders:

         (a) EMPLOYMENT AGREEMENTS.  An Employment Agreement between and each of
Hennessey,  Adams,  and  Conrad,  in the form set forth as  Exhibits B, C and D,
respectively, executed by Buyer;

         (b)  REGISTRATION  RIGHTS  AGREEMENT.  A Registration  Rights Agreement
between  Buyer and each Seller  Stockholder  in the form set forth as Exhibit E,
executed by Buyer;

         (c)  ASSIGNMENT OF INVENTIONS  AGREEMENTS.  An Assignment of Inventions
agreement between Buyer and Merger Sub and each of Hennessey, Adams, Sanders and
Conrad, in the form set forth as Exhibit F, executed by Buyer and Merger Sub;

         (d) BUYER COMMON  STOCK.  Certificates  evidencing  the shares of Buyer
Common Stock  issuable  pursuant to the Merger  (which will be delivered as soon
after the Closing as reasonably possible);

         (e)  ARTICLES OF MERGER.  Articles of Merger,  in the form of Exhibit G
hereto, executed by Merger Sub;

         (f) CORPORATE APPROVALS.  Evidence that the Board of Directors of Buyer
and Merger Sub and that Buyer, as the sole  Shareholder of Merger Sub, have duly
approved the Merger in accordance  with  Washington  Law and the Nevada  General
Corporation Law, respectively; and

         (g) MISCELLANEOUS. Such other agreements, documents and certificates as
may be reasonably requested by Seller.

                                   ARTICLE VI
                           INDEMNIFICATIONS; REMEDIES

         6.1  SURVIVAL.   All  representations,   warranties,   covenants,   and
obligations  in this  Agreement,  including the  disclosure  schedules,  and any
certificate or document delivered  pursuant to this Agreement,  will survive the
Closing  until six months  after the  Closing  Date,  except  those set forth in
Section 2.2 and 2.3,  which shall  survive  indefinitely,  and Article IV, which
shall  survive  until  six (6)  months  after  the  Covered  Time.  The right to
indemnification,  payment of Damages (as defined below) or other remedy based on
such representations,


                                       20
<PAGE>


warranties, covenants, and obligations will not be affected by any investigation
conducted  with  respect  to, or any  knowledge  acquired  (or  capable of being
acquired) at any time, whether before or after the Closing Date, with respect to
the accuracy or  inaccuracy  of or  compliance  with,  any such  representation,
warranty,  covenant,  or  obligation.  The waiver of any condition  based on the
accuracy  of  any  representation  or  warranty,  or on  the  performance  of or
compliance  with any  covenant  or  obligation,  will not  affect  the  right to
indemnification,   payment  of   Damages,   or  other   remedy   based  on  such
representations, warranties, covenants, and obligations.

         6.2 INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER STOCKHOLDERS.  The
Seller  Stockholders  jointly and severally  (except as to Sections 4.3 and 4.4,
which shall be individual)  will indemnify and hold harmless Buyer and Surviving
Corporation,  and  their  respective  officers,  directors,  employees,  agents,
consultants,   advisors,  stockholders,   controlling  persons,  and  affiliates
(collectively,  the "Buyer  Indemnified  Persons") for, and will, subject to the
limitations set forth in Section 6.7, pay to the Buyer  Indemnified  Persons the
amount of, any loss,  liability,  claim,  damage,  expense  (including  costs of
investigation  and defense and  reasonable  attorneys'  fees) or  diminution  of
value, whether or not involving a third-party claim  (collectively,  "Damages"),
arising, directly or indirectly, from or in connection with:

         (a) any breach of any  representation  or  warranty  made by either the
Seller  or any  of the  Seller  Stockholders  in  this  Agreement  or any  other
certificate or document delivered by the Seller or a Seller Stockholder pursuant
to this Agreement;

         (b) any  breach  by  Seller or any of the  Seller  Stockholders  of any
covenant,  agreement or obligation of the Seller or such Seller  Stockholder  in
this Agreement;

         (c)  any  claim  by any  person  for  brokerage  or  finder's  fees  or
commissions  or similar  payments  based  upon any  agreement  or  understanding
alleged to have been made by any such person  with Seller (or any person  acting
on behalf of Seller) or any Seller  Stockholder  in  connection  with any of the
transactions contemplated by this Agreement.

         The  remedies  provided in this Section 6.2 will not be exclusive of or
limit any other  equitable  remedies that may be available to Buyer or the other
Buyer Indemnified Persons.

         6.3  INDEMNIFICATION  AND  PAYMENT  OF  DAMAGES  BY BUYER.  Buyer  will
indemnify  and hold  harmless  the  Seller  Stockholders  and  their  respective
officers,  directors,  employees, agents, consultants,  advisors,  stockholders,
controlling persons and affiliates (the "Seller  Indemnified  Persons") for, and
will pay to the Seller Stockholders the amount of any Damages arising,  directly
or indirectly,  from or in connection with, (a) any breach of any representation
or warranty made by Buyer in this  Agreement or in any  certificate  or document
delivered by Buyer  pursuant to this  Agreement,  (b) any breach by Buyer of any
covenant,  agreement or obligation of Buyer in this Agreement,  or (c) any claim
by any person for brokerage or finder's fees or commissions or similar  payments
based  upon any  agreement  or  understanding  alleged to have been made by such
person with Buyer (or any person acting on behalf of Buyer) in  connection  with
any of the transactions contemplated by this Agreement.

         6.4 TIME  LIMITATIONS.  The Seller  Stockholders will have no liability
(for indemnification or otherwise) with respect to any representation, warranty,
covenant,  agreement or obligation  hereunder,  other than those in Sections 2.2
and 2.3 and  Article IV,  unless on or before six months  from the Closing  Date
Buyer notifies such Seller Stockholder of a claim


                                       21
<PAGE>


specifying  the factual basis of that claim in  reasonable  detail to the extent
then known by Buyer.  With respect to any  covenant,  agreement or obligation of
any Seller  Stockholder  set forth in Article IV, the Seller  Stockholders  will
have no liability (for  indemnification  or otherwise)  unless, on or before the
date that is six months  after the  Covered  Time,  Buyer  notifies  such Seller
Stockholder of a claim  specifying the factual basis of that claim in reasonable
detail to the  extent  then  known by Buyer.  Buyer and  Merger Sub will have no
liability (for indemnification or otherwise) with respect to any representation,
warranty,  covenant,  agreement or obligation  hereunder unless on or before six
months from the Closing Date any of the Seller Stockholders  notifies Buyer of a
claim  specifying  the factual basis of that claim in  reasonable  detail to the
extent then known by such Seller Stockholders.

         6.5      PROCEDURE FOR INDEMNIFICATION -- THIRD PARTY CLAIMS.

         (a) Promptly  after  receipt by an  indemnified  party of notice of the
commencement  of any proceeding  against it, such  indemnified  party will, if a
claim  is to  be  made  against  an  indemnifying  party,  give  notice  to  the
indemnifying  party of the commencement of such claim, but the failure to notify
the indemnifying  party will not relieve the indemnifying party of any liability
that it may  have to any  indemnified  party,  except  to the  extent  that  the
indemnifying party demonstrates that the defense of such action is prejudiced by
the indemnifying party's failure to give such notice.

         (b) If any proceeding  referred to in Section 6.5(a) is brought against
an  indemnified  party  and it gives  notice  to the  indemnifying  party of the
commencement of such proceeding,  the indemnifying  party will, unless the claim
involves Taxes, be entitled to participate in such proceeding and, to the extent
that it  wishes  (unless  (i) the  indemnifying  party  is also a party  to such
proceeding and the indemnified  party  reasonably  determines in good faith that
joint  representation  would be  inappropriate,  or (ii) the indemnifying  party
fails to provide reasonable  assurance to the indemnified party of its financial
capacity to defend such proceeding and provide  indemnification  with respect to
such  proceeding),  to  assume  the  defense  of such  proceeding  with  counsel
reasonably  satisfactory  to the  indemnified  party and,  after notice from the
indemnifying  party to the  indemnified  party of its  election  to  assume  the
defense of such  proceeding,  the  indemnifying  party  will not,  as long as it
diligently  conducts such defense, be liable to the indemnified party under this
Article VI for any fees of other  counsel or any other  expenses with respect to
the  defense  of such  proceeding,  in each case  subsequently  incurred  by the
indemnified party in connection with the defense of such proceeding,  other than
reasonable costs of investigation. If the indemnifying party assumes the defense
of a proceeding,  (i) it will be  conclusively  established for purposes of this
Agreement  that the claims made in that  proceeding  are within the scope of and
subject to indemnification;  (ii) no compromise or settlement of such claims may
be effected by the  indemnifying  party without the indemnified  party's consent
unless (A) there is no  finding  or  admission  of any  violation  of law or any
violation of the rights of any person and no effect on any other claims that may
be made  against the  indemnified  party,  and (B) the sole  relief  provided is
monetary damages that are paid in full by the indemnifying  party; and (iii) the
indemnified  party will have no  liability  with  respect to any  compromise  or
settlement of such claims effected without its consent. If notice is given to an
indemnifying  party of the  commencement of any proceeding and the  indemnifying
party does not,  within  fifteen days after the  indemnified  party's  notice is
given,  give  notice to the  indemnified  party of its  election  to assume  the
defense  of  such  proceeding,  the  indemnifying  party  will be  bound  by any
determination made in such proceeding or any compromise or


                                       22
<PAGE>


settlement  effected by the indemnified  party to which the  indemnifying  party
consents, which consent may not be unreasonably withheld.

         (c) Notwithstanding  the foregoing,  if an indemnified party determines
in good faith that  there is a  reasonable  probability  that a  proceeding  may
adversely affect it or its affiliates other than as a result of monetary damages
for which it would be  entitled to  indemnification  under this  Agreement,  the
indemnified party may, by notice to the indemnifying party, assume the exclusive
right to defend,  compromise,  or settle such  proceeding,  but the indemnifying
party will not be bound by any  determination of a proceeding so defended or any
compromise  or  settlement  effected  without  its  consent  (which  may  not be
unreasonably withheld).

         6.6  PROCEDURE  FOR  INDEMNIFICATION  --  OTHER  CLAIMS  . A claim  for
indemnification for any matter not involving a third-party claim may be asserted
by notice to the party from whom indemnification is sought.

         6.7 LIMITATIONS OF SELLER STOCKHOLDER INDEMNIFICATION. At the option of
each Seller  Stockholder,  indemnification may be paid in the form of the return
of Buyer Common Stock  received  pursuant to this  Agreement.  Such Buyer Common
Stock  shall be valued at $1.468 per  share,  subject  to  adjustment  for stock
splits,  stock dividends,  combinations and the like. Once a Seller  Stockholder
has returned to Buyer, for purposes of indemnification or otherwise,  75% of the
shares of Buyer Common  Stock  received by such Seller  Stockholder  pursuant to
this Agreement (or, if cash had not been paid,  what would have been 75% of such
shares), then such Seller Stockholder shall have no further liability under this
Agreement for indemnification or otherwise (other than equitable remedies).

                                   ARTICLE VII
                               GENERAL PROVISIONS

         7.1 PUBLIC ANNOUNCEMENTS.  Any public announcement or similar publicity
with respect to this Agreement or the transactions  contemplated  hereby will be
issued, if at all, at such time and in such manner as Buyer determines.

         7.2 NOTICES. All notices,  consents,  waivers, and other communications
under this  Agreement  must be in  writing  and will be deemed to have been duly
given when (a) delivered by hand, (b) sent by facsimile, provided that a copy is
mailed by registered  mail,  return  receipt  requested,  or (c) received by the
addressee,  if  sent  by a  nationally  recognized  overnight  delivery  service
(receipt  requested),  in each case to the  appropriate  addresses and facsimile
numbers set forth below (or to such other  addresses and facsimile  numbers as a
party may designate by notice to the other parties):

         If to Seller or a           844 NW 49th Street
         Seller Stockholder:         Seattle, Washington 98107
                                     Attn: Rick Hennessey


         With a copy to:             Summit Law Group PLLC
                                     315 Fifth Avenue South
                                     Suite 1000
                                     Seattle, Washington 98104-2682
                                     Attention: Charles P. Carter, Esq.
                                     Facsimile No.: (206) 676-7107


                                       23
<PAGE>


         If to Buyer:                Dwango North America Corp.
                                     5847 San Felipe Street
                                     Suite 3220
                                     Houston, Texas 77057
                                     Attention: Robert E. Huntley
                                     Facsimile No.: (713) 914-9688


         With a copy to:             Moomjian & Waite, LLP
                                     500 North Broadway
                                     Suite 142
                                     Jericho, New York 11753
                                     Attention: Gary T. Moomjian, Esq.
                                     Facsimile No.: (516) 937-5050

         7.3 JURISDICTION;  SERVICE OF PROCESS. Any action or proceeding seeking
to  enforce  any  provision  of,  or based on any  right  arising  out of,  this
Agreement shall be brought against any of the parties in the courts of the State
of  Washington  and each of the  parties  consents to the  jurisdiction  of such
courts  (and  of the  appropriate  appellate  courts)  in  any  such  action  or
proceeding and waives any objection to venue laid therein. Process in any action
or proceeding  referred to in the preceding  sentence may be served on any party
anywhere in the world.

         7.4 FURTHER  ASSURANCES.  The parties agree (a) to furnish upon request
to each other such further information, (b) to execute and deliver to each other
such other documents, and (c) to do such other acts and things, all as the other
party may reasonably  request for the purpose of carrying out the intent of this
Agreement and the documents referred to in this Agreement.

         7.5 WAIVER.  The rights and  remedies of the parties to this  Agreement
are  cumulative  and not  alternative.  Neither the failure nor any delay by any
party in exercising any right,  power,  or privilege under this Agreement or the
documents  referred to in this Agreement will operate as a waiver of such right,
power, or privilege, and no single or partial exercise of any such right, power,
or privilege will preclude any other or further  exercise of such right,  power,
or privilege or the exercise of any other right,  power,  or  privilege.  To the
maximum extent permitted by applicable law, (a) no claim or right arising out of
this Agreement or the documents  referred to in this Agreement can be discharged
by one party,  in whole or in part, by a waiver or  renunciation of the claim or
right unless in writing signed by the other party; and (b) no waiver that may be
given by a party will be applicable except in the specific instance for which it
is given.

         7.6 ENTIRE AGREEMENT AND  MODIFICATION.  This Agreement  supersedes all
prior  agreements  between the parties  with  respect to its subject  matter and
constitutes  (along with the documents referred to in this Agreement) a complete
and exclusive  statement of the terms of the agreement  between the parties with
respect to its subject  matter.  This  Agreement may not be amended  except by a
written agreement executed by the party to be charged with the amendment.


                                       24
<PAGE>


         7.7 ASSIGNMENTS,  SUCCESSORS,  AND NO THIRD-PARTY RIGHTS. Neither party
may assign any of its rights  under this  Agreement  without  the prior  written
consent of the other parties.  Subject to the preceding sentence, this Agreement
will apply to, be binding in all respects  upon, and inure to the benefit of the
successors and permitted  assigns of the parties.  Nothing expressed or referred
to in this Agreement will be construed to give any person other than the parties
to this Agreement any legal or equitable right,  remedy,  or claim under or with
respect to this Agreement or any provision of this Agreement. This Agreement and
all of its provisions  and conditions are for the sole and exclusive  benefit of
the parties to this Agreement and their successors and assigns.

         7.8 SEVERABILITY. If any provision of this Agreement is held invalid or
unenforceable  by any court of competent  jurisdiction,  the other provisions of
this  Agreement  will remain in full force and  effect.  Any  provision  of this
Agreement  held invalid or  unenforceable  only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.

         7.9 SECTION  HEADINGS,  CONSTRUCTION.  The headings of Sections in this
Agreement are provided for convenience only and will not affect its construction
or  interpretation.  All  references  to  "Section" or  "Sections"  refer to the
corresponding  Section or  Sections  of this  Agreement.  All words used in this
Agreement will be construed to be of such gender or number as the  circumstances
require.  Unless  otherwise  expressly  provided,  the word "including" does not
limit the preceding words or terms.

         7.10  GOVERNING LAW. This Agreement will be governed by the laws of the
State of Texas without regard to conflicts of laws principles.

         7.11  COUNTERPARTS.  This  Agreement  may be  executed  in one or  more
counterparts,  each of  which  will be  deemed  to be an  original  copy of this
Agreement and all of which,  when taken  together,  will be deemed to constitute
one and the same agreement.




                            [signature page follows]





                                       25
<PAGE>


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

                                               SELLER STOCKHOLDERS

                                               /s/ Rick Hennessey
                                               ------------------------------
                                               Rick Hennessey

                                               /s/ David Adams
                                               ------------------------------
                                               David Adams

                                               /s/ Mark C. Sanders
                                               ------------------------------
                                               Mark C. Sanders

                                               /s/ Alexander U. Conrad
                                               ------------------------------
                                               Alexander U. Conrad


                                               SELLER:

                                               OVER-THE-AIR WIRELESS, INC.


                                               By: /s/ Rick Hennessey
                                                   --------------------------
                                                   Name: Rick Hennessey
                                                   Title: Chief Exective Officer


                                               BUYER:

                                               DWANGO NORTH AMERICA CORP.


                                               By: /s/ Robert E. Huntley
                                                   --------------------------
                                                   Name: Robert E. Huntley
                                                   Title: Chairman


                                               MERGER SUB:

                                               OTA ACQUISITION CORP.


                                               By: /s/ Robert E. Huntley
                                                   --------------------------
                                                   Name: Robert E. Huntley
                                                   Title: President


                      [SIGNATURE PAGE TO MERGER AGREEMENT]

<PAGE>


                    EXHIBITS TO AGREEMENT AND PLAN OF MERGER



         Exhibit A - Stock Table

         Exhibit B - Employment Agreement - Rick Hennessey

         Exhibit C - Employment Agreement - David C. Adams

         Exhibit D - Employment Agreement - Alexander U. Conrad

         Exhibit E - Registration Rights Agreement

         Exhibit F - Form of Assignment of Inventions Agreements

         Exhibit G - Articles of Merger


<PAGE>


                                    Exhibit A


                                   STOCK TABLE


                                                               Number of Shares
                                 Number of Shares               of Buyer Common
                                 of Seller Common                 Stock to be
Name                                Stock Owned                    Received
----                             ----------------              ----------------
Rick Hennessey                         430,000                      292,916

David C. Adams                         430,000                      292,916

Mark Sanders                           120,000                       81,744

Alexander V. Conrad                     20,000                       13,624
                                     ---------                      -------
                                     1,000,000                      681,200
                                     =========                      =======