ASSET PURCHASE AGREEMENT

                                   between

                            SKYLINK NETWORK, INC.

                                     and

                           MIRAGE COMPUTERS, INC.

                                     and

                    MIRAGE INTERNET COMMUNICATIONS, INC.

                              January 12, 2000

<PAGE>

                              TABLE OF CONTENTS

ARTICLE I Sale and Purchase; Liabilities Assumed                1
1.1  Asset Purchase                                             1
1.2  Mirage Internet Communications, Inc.                       1
1.3  Consideration for the Assets                               2
1.4  Assumption of Liabilities                                  2
1.5  Closing                                                    3
1.6  Effective Time                                             3

ARTICLE II Representations and Warranties of Buyer              3
2.1  Corporate Organization                                     3
2.2  Authorization                                              3
2.3  Consents and Approvals                                     4
2.4  No Conflict                                                4

ARTICLE IIIRepresentations and Warranties of Seller and Stockholder 4
3.1  Corporate Organization                                     4
3.2  Authorization                                              4
3.3  Consent and Approvals                                      5
3.4  Litigation                                                 5
3.5  Stock Ownership and Authority                              5
3.6  No Conflicts                                               5
3.7  Title to Assets                                            5
3.8  Compliance with Laws; Authorization                        5

ARTICLE IV Conditions Precedent to Obligations                  6
4.1  Conditions to Obligations of Buyer                         6
4.2  Conditions of Seller and Stockholder                       7

ARTICLE V Closing                                               7
5.1  Deliveries of Seller at Closing                            7
5.2  Deliveries of Buyer at Closing                             8

ARTICLE VI Indemnification                                      8
6.1  Survival of Representations, Warranties and Agreements     8
6.2  Indemnification                                            8
6.3  Limitations on Indemnification                             9
6.4  Procedure for Indemnification with Respect to Third-Party Claims       9
6.5  Procedure for Indemnification with Respect to Non-Third-Party Claims  10

ARTICLE VI Covenants                                           10
7.1  Covenant Not to Compete                                   10
7.2  Covenant Against Hiring                                   11
7.3  Due Diligence Access                                      11

<PAGE>

7.4  Conduct of Interim Operations                             11
7.5  Tax Covenants                                             12
7.6  Changes to Disclosure Schedule                            13
7.7  Liabilities                                               13

ARTICLE VIII Termination                                       13
8.1  Termination of Agreement                                  13

ARTICLE IX Miscellaneous Provisions                            14
9.1  No Negotiations by Seller and the Stockholder             14
9.2  Notice                                                    14
9.3  Entire Agreement                                          15
9.4  Binding Effect; Assignment                                15
9.5  No Third-Party Beneficiaries                              15
9.6  Counterparts                                              15
9.7  Expenses                                                  15
9.8  Waiver; Consent                                           15
9.9  Other and Further Covenants                               15
9.10 Governing Law                                             15
9.11 Public Announcements                                      15


<PAGE>
                          ASSET PURCHASE AGREEMENT

     This  Asset  Purchase Agreement (this "Agreement") is made  and  entered
into on January 12, 1999, between Skylink Network, Inc., a Nevada corporation
("Seller") and Ron Katzin, the sole Stockholder of Seller ("Stockholder"), on
the  one  hand, and Mirage Computers, Inc., a Nevada Corporation, and  Mirage
Internet  Communications, Inc., a Nevada Corporation (collectively  "Buyer"),
on the other.

     WHEREAS,   Seller  owns  and  operates  a  staffing  services   business
concentrating in the computer and information technology areas located in Las
Vegas,  Nevada, and desires to sell the Assets (as defined herein)  upon  the
terms and conditions hereinafter stated;

     WHEREAS, for Federal income tax purposes, it is intended that the  Asset
Purchase  qualify  as  a  reorganization  under  the  provisions  of  Section
368(a)(1)(C) of the Internal Revenue Code of 1986, as amended; and

     WHEREAS, Buyer desires to purchase substantially all of the Assets  from
Seller ("Asset Purchase") upon the terms and conditions hereinafter stated.

     NOW, THEREFORE, in consideration of the premises and the mutual promises
herein contained, the parties hereto agree as follows:

                                  ARTICLE I
                   Sale and Purchase; Liabilities Assumed

     1.1  Asset Purchase. At the Closing (as defined herein), to be effective
as  of  the  Effective Time (as defined herein), Seller shall  sell,  convey,
assign,  transfer  and  deliver to Buyer, free and clear  of  all  liens  and
encumbrances  of  any kind except those disclosed in the disclosure  schedule
attached  hereto (the "Disclosure Schedule") all of the personal property  of
Seller  (other  than  the domain name NewYorkNewYork.com)  other  than  those
assets,  rights and interests, tangible or intangible, inclusive of  but  not
limited  to  those assets those which are listed by category on the  attached
Exhibit  A  (the  "Assets"), and all books and records which  relate  to  the
Assets  (except  for  books and records which Seller is required  by  law  to
retain  in  its  possession,  copies of which will  be  provided  to  Buyer);
provided, however, that there shall be excluded from the Assets those  assets
listed on the attached Exhibit A-1.

     1.2   Mirage Internet Communications, Inc. The assets sold by the Seller
to  the  Buyer  will,  following the Effective Time,  be  combined  with  the
business  of  Buyer's  Internet technology group  ("MICI"),  a  wholly  owned
subsidiary  of Buyer and will be operated under the name of that corporation.
MICI  will operate following the Effective Time out of the location currently
used  by  Seller to operate its business, provided that sufficient  space  is
available at such location for the personnel and facilities of MICI.

<PAGE>

     1.3  Consideration for the Assets.

          (a)  Stock Portion of Purchase Price. The stock consideration shall
               be  paid  in  $450,000  of Rule 144 Restricted  Common  Shares
               ("Stock Portion").

        (i)  The number of shares issued for the $450,000 Stock Portion shall be
             determined by dividing $450,000 by the closing stock price of
             Buyer's common stock on January 4, 2000 ($3.50). Resulting in the
             Stock Portion of 128,571 shares.

        (ii) The 128,571 shares issued pursuant to the Stock Portion shall
             contain the following Legend:

                         THE  SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
                         NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
                         (THE  "ACT"). THE SECURITIES HAVE BEEN ACQUIRED  FOR
                         INVESTMENT   AND  MAY  NOT  BE  SOLD,   TRANSFERRED,
                         ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE  OF
                         A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER
                         THE  ACT  WITH RESPECT TO SUCH SHARES, OR AN OPINION
                         SATISFACTORY  TO THE ISSUER AND ITS COUNSEL  TO  THE
                         EFFECT  THAT REGISTRATION IS NOT REQUIRED UNDER  THE
                         ACT.

     1.4  Assumption of Liabilities.

     (a)  In connection with the acquisition by Buyer of the Assets as of the
Effective Time, Buyer shall assume only those liabilities under the  Material
Contracts (as defined herein) of Seller that are expressly identified on  the
attached  Exhibit  B. Buyer does not hereby, and will  not  at  any  time  be
required to, assume, pay, perform or discharge any other obligations, claims,
liabilities, costs or expenses of Seller, including without limitation any of
the following: (i) any liability in respect of separation or severance pay to
any  person  employed  by Seller; (ii) any liability under  any  plan,  fund,
program,  policy  or  arrangement under which any  persons  are  provided  or
promised  pensions,  retirement  income,  deferred  compensation  or  profit-
sharing;  (iii)  any liability under any plan, fund, program  or  arrangement
under  which  any  persons are provided or promised bonuses,  incentive  pay,
severance  pay,  vacations  or  vacation pay,  salary  continuation,  medical
insurance  or  benefits, savings benefits, stock options, life  insurance  or
death  benefits, travel or accident benefits or unemployment  benefits;  (iv)
any  liability  for occupational health and safety or environmental  matters;
(v)  any  liability of Seller (including without limitation any liability  or
potential liability with respect to any consolidated return filed  or  to  be
filed  by  any person) for federal, state or local income or other  taxes  or
penalties  or  interest  thereon; (vi) any pending or  threatened  litigation
against  Seller  or  any affiliate of Seller; (vii) any  intercompany  loans,

<PAGE>

advances or other obligations owed by Seller to any affiliate of Seller;  and
(viii)  liability  of  any  kind, direct or indirect,  fixed  or  contingent,
arising out of, resulting from or relating to actions taken or omitted to  be
taken by Seller prior to, on or after the Closing Date.

     (b)   Notwithstanding anything to the contrary in this Agreement, to the
extent  that the assignment hereunder of any Material Contract shall  require
the consent of any other party (or in the event that any of the same shall be
non-assignable), neither this Agreement nor any action taken pursuant to  its
provisions shall constitute an assignment or an agreement to assign  if  such
assignment  or  attempted assignment would constitute  a  breach  thereof  or
result  in  the loss or diminution thereof; provided, however, that  in  each
such  case, Seller and the Stockholder shall use their best efforts to obtain
the consent of such other party to an assignment to Buyer. If such consent is
not  obtained  and is waived by Buyer prior to the Closing,  Seller  and  the
Stockholder shall cooperate with Buyer in any reasonable arrangement designed
to  provide for Buyer the benefits under any such contract from and after the
Effective Time.

     1.5   Closing. The closing of the transactions contemplated hereby  (the
"Closing") shall take place at 3:00 p.m., local time, on January 12, 2000, at
the  officers  of Sperry Young & Stoecklein, at 1850 E. Flamingo  Rd.,  Suite
111,  Las Vegas, Nevada, or on such other date or at such other place as  the
parties may agree. The date and time of the Closing are sometimes referred to
herein as the "Closing Date".

     1.6   Effective  Time. The "Effective Time" shall mean 12:01  a.m.,  Las
Vegas local time, on January 13, 2000. The parties agree that (i) between the
Closing Date and the Effective Time the business of Skylink Network shall  be
operated  for  the benefit of and at the risk of Seller and  the  Stockholder
(with  Seller hereby agreeing to insure against and hold Buyer harmless  with
respect  to risk of loss or damage to the Assets during such time)  and  (ii)
the  transfer  of  the Assets to Buyer and the assumption of any  liabilities
hereunder  by  Buyer  shall be effective from and after  the  Effective  Time
without further action by the parties hereto.


                                 ARTICLE 11
                   Representations and Warranties of Buyer

     Buyer hereby represents and warrants to Seller and Stockholder that:

     2.1   Corporate  Organization.  Buyer is a corporation  duly  organized,
validly  existing and in good standing under the laws of Nevada and  has  all
requisite  power  and  authority to enter into this  Agreement,  perform  its
obligations hereunder and consummate the Asset Purchase.

     2.2   Authorization. All necessary and appropriate corporate action  has
been  taken  by  Buyer  with respect to the execution and  delivery  of  this
Agreement  and  the  performance  of  its  obligations  hereunder,  and  this
Agreement  constitutes a valid and binding obligation  of  Buyer  enforceable
against it in accordance with its terms.

<PAGE>

     2.3   Consents  and  Approvals. To the best  of  Buyer's  knowledge,  no
consent, approval, order or authorization of, or registration, declaration or
filing  with, any governmental or regulatory authority or agency is  required
in  connection with the execution and delivery of this Agreement by Buyer  or
its  performance  of the terms hereof or for the validity  or  enforceability
thereof.

     2.4   No  Conflict. Neither the execution and delivery of this Agreement
by  Buyer  nor  the  consummation by Buyer of the  Asset  Purchase  will  (i)
conflict  with  or  result in a breach of any provision of  the  Articles  of
Incorporation or Bylaws of Buyer, (ii) violate, conflict with or result in  a
breach of any provision of, or constitute a default (or an event which,  with
the  giving  of notice, the passage of time or otherwise, would constitute  a
default) under, or entitle any party (with the giving of notice, the  passage
of  time or otherwise) to terminate, accelerate or cause a default under,  or
result  in the creation of any lien, security interest, charge or encumbrance
upon  any  of  the  properties  or  assets of  Buyer,  under  any  agreement,
indenture,  or instrument, binding on Buyer or its properties or  assets,  or
(iii)  violate any judgment, order, decree, stipulation, injunction or charge
of  any  court,  administrative agency or commission  or  other  governmental
authority or instrumentality by which Buyer is bound.


                                 ARTICLE III
          Representations and Warranties of Seller and Stockholder

     Seller  and the Stockholder jointly and severally represent and  warrant
to Buyer that;

     3.1   Corporate  Organization. Seller is a corporation  duly  organized,
validly  existing and in good standing under the laws of the State of Nevada.
Seller has all requisite power and authority and, except as set forth on  the
Disclosure Schedule, all governmental licenses, authorizations, consents  and
approvals  necessary to own, lease and operate its respective properties  and
conduct its respective businesses as presently or as currently proposed to be
conducted. Seller is not qualified to do business as a foreign corporation in
any  jurisdiction, and neither the nature of the business conducted by it nor
the  property  it  owns, leases or operates requires  it  to  qualify  to  do
business  as  a  foreign  corporation in any jurisdiction  except  where  the
failure  to  be  so  qualified would not have a Material  Adverse  Effect  on
Seller.  "Material  Adverse  Effect" as used in this  Agreement  means,  with
respect to any event, act, condition or occurrence, a material adverse effect
upon  any of (i) with respect to Seller, the properties, assets, liabilities,
business,  results  of  operations,  prospects  or  condition  (financial  or
otherwise) of Seller, and (ii) with respect to the Seller, the Stockholder or
Buyer,  the ability of either Seller, the Stockholder or Buyer, as  the  case
may  be, to consummate the Asset Purchase or to perform their obligations set
forth herein.

     3.2   Authorization. Seller has the power and authority, and Stockholder
has  the  capacity  and  legal right, to execute, deliver  and  perform  this
Agreement  and  to  consummate the Asset Purchase. This  Agreement  has  been
executed  and  delivered by the Seller and Stockholder  and  constitutes  the
valid and binding obligation of each of them. Seller's Board of Directors and

<PAGE>

the Stockholder have approved the execution, delivery and performance of this
Agreement by Seller.

     3.3    Consent  and  Approvals.  To  the  best  of  Seller's  and   each
Stockholder's  knowledge, and except as set forth in the disclosure  schedule
attached  hereto (the "Disclosure Schedule"), no consent, approval, order  or
authorization  of,  or  declaration  or  filing  with,  any  governmental  or
regulatory  authority or agency is required in connection with the  execution
and  delivery of this Agreement by Seller and such Stockholder or its and his
performance of the terms hereof or for the validity or enforceability thereof
as to it and him.

     3.4   Litigation. Except as set forth in the Disclosure Schedule,  there
is no claim, litigation, arbitration, action, suit, proceeding, investigation
or  inquiry, administrative or judicial, pending or, to the best knowledge of
Seller  and  Stockholder, threatened, against Seller or  Seller's  assets  or
business,  at  law or in equity, before any federal, state  or  local  court,
regulatory  agency, or governmental authority which is reasonably  likely  to
have  a  Material  Adverse  Effect on Seller. Except  as  set  forth  on  the
Disclosure Schedule, Seller is not a party to or subject to the provisions of
any judgment which may have a Material Adverse Effect on it.

     3.5   Stock  Ownership and Authority. The Stockholder owns  beneficially
and of record all the stock.

     3.6   No  Conflicts.  Except  as set forth on the  Disclosure  Schedule,
neither  the  execution  and  delivery  of  this  Agreement  by  Seller   and
Stockholder  nor  the  consummation by Seller and Stockholder  of  the  Asset
Purchase will (i) conflict with or result in a breach of any provision of the
Articles  of  Incorporation or the Bylaws of Seller, (ii)  violate,  conflict
with  or  result in the breach of any term, condition or provision under  any
law  or  regulation applicable to Seller or Stockholder or  any  of  Seller's
assets,  (iii)  except for third-party consents to assignment required  under
the  Material Contracts, violate, conflict with or result in a breach of  any
provision of, or constitute a default (or an event which, with the giving  of
notice, the passage of time or otherwise, would constitute a default)  under,
or  entitle  any  party (with the giving of notice, the passage  of  time  or
otherwise)  to terminate, accelerate or cause a default under, or  result  in
the  creation of any lien, security interest, charge or encumbrance upon  any
of  the  properties or assets of Seller under, any agreement,  indenture,  or
instrument  binding on Seller or Stockholder or upon any of their  respective
properties   or  assets,  or  (iv)  violate  any  judgment,  order,   decree,
stipulation,  injunction  or charge of any court,  administrative  agency  or
commission  or  other governmental or regulatory authority or instrumentality
by which Seller or either Stockholder is bound.

     3.7   Title  to Assets. Except as set forth on the Disclosure  Schedule,
Seller  has  marketable  title  to all furniture,  fixtures,  equipment,  and
machinery  (the  "Fixed Assets") and good title to all other Assets,  in  all
cases  free  and  clear of all liens, charges, security  interests  or  other
encumbrances of any nature whatsoever other than statutory liens  for  taxes.
Except  as  set  forth in the Disclosure Schedule, including the  Cisco  7513
router  subject to lease, all of the Fixed Assets are usable in  the  regular
and ordinary course of business.

<PAGE>

     3.8   Compliance  with  Laws; Authorization. To  the  best  of  Seller's
knowledge,  except  as  set forth on the Disclosure schedule,  Seller  is  in
compliance  in  all  material  respects with all applicable  laws,  statutes,
orders, rules, regulations, policies or guidelines promulgated, or judgments,
decisions  or  orders entered, by any federal or state court or  governmental
authority applicable to Seller, its business or its properties (collectively,
the  "Applicable  Laws"). To the best of Seller's knowledge,  except  as  set
forth  on  the  Disclosure Schedule, Seller is not under  investigation  with
respect to, nor has it been charged with or given notice of any violation of,
any  of  the Applicable Laws. For purposes hereof, Seller will be  deemed  in
compliance  in  all  material respects with Applicable Laws  if  a  violation
thereof  would not have a Material Adverse Effect on the continued operations
of Seller in the manner in which it is currently conducting its business.

                                 ARTICLE IV
                     Conditions Precedent to Obligations

     4.1   Conditions to Obligations of Buyer. Each and every  obligation  of
Buyer  to  be  performed  under  this  Agreement  shall  be  subject  to  the
satisfaction by Seller and the Stockholder at or prior to the Closing Date of
each of the following conditions (unless waived in writing by Buyer);

          (a)    Representations  and  Warranties.  The  representations  and
warranties  set forth in Article III of this Agreement shall have  been  true
and  correct in all material respects when made and shall be true and correct
in  all  material  respects  at and as of the Closing  Date  as  though  such
representations and warranties were made as of the Closing Date.
          (b)   Performance of Agreement. Seller and Stockholder  shall  have
fully  performed  and  complied  with the  covenants,  conditions  and  other
obligations  under this Agreement which are to be performed or complied  with
by them at or prior to the Closing Date.

          (c)   Consents. All applicable third-party approvals  or  consents,
including  consents and approvals under Material Contracts, shall  have  been
received or satisfied.

          (d)   No  Adverse  Change. There shall not have been  any  Material
Adverse Effect with respect to Seller or its business since the date of  this
Agreement.

          (e)   No  Adverse  Proceeding.  There  shall  not  be  pending   or
threatened   any  claim,  action,  litigation  or  proceeding  (judicial   or
administrative)  or  governmental  investigation  against  Buyer,  Seller  or
Stockholder  for  the purpose of enjoining or preventing the consummation  of
this Agreement, or otherwise claiming that this Agreement or the consummation
of the Asset Purchase is illegal.

          (f)   Certificate.  Seller shall have delivered  to  Buyer  at  the
Closing a certificate signed on its behalf by one of its officers, dated  the
date  of  Closing, to the effect that the conditions set forth in subsections
(a) through (e) of this Section 4.1 have been satisfied to the best knowledge
of such officer.

<PAGE>

          (g)   Employee Agreement and Option Agreement. At the Closing,  the
Stockholder  will execute and deliver to Buyer an employment  agreement  (the
"Employment  Agreement")  and an option agreement  (the  "Option  Agreement")
substantially in the form of Exhibits D and E attached hereto.

     4.2  Conditions of Seller and Stockholder. Each and every obligation  of
Seller  and Stockholder to be performed under this Agreement shall be subject
to the satisfaction by Buyer at or prior to the Closing Date of the following
conditions (unless waived in writing by Seller and Stockholder):

          (a)    Representations  and  Warranties.  The  representations  and
warranties of Buyer set forth in Article II of this Agreement shall have been
true  and correct when made, and shall be true and correct at and as  of  the
Closing  Date as though such representations and warranties were made  as  of
the Closing Date.

          (b)  Performance of Agreement. Buyer shall have fully performed and
complied  with  the  covenants, conditions and other obligations  under  this
Agreement which are to be performed or complied with by it at or prior to the
Closing Date.

          (c)   Consents.  All applicable third-party approvals  or  consents
shall have been received or satisfied.

          (d)   No  Adverse  Proceedings.  There  shall  not  be  pending  or
threatened   any  claim,  action,  litigation  or  proceeding  (judicial   or
administrative)  or  governmental  investigation  against  Buyer,  Seller  or
Stockholder  for  the purpose of enjoining or preventing the consummation  of
the  Asset  Purchase,  or  otherwise claiming  that  this  Agreement  or  the
consummation of the Asset Purchase is illegal.

          (e)   Certificate.  Buyer shall have delivered  to  Seller  at  the
Closing a certificate signed on its behalf by one of its officers, dated  the
date  of  the  Closing Date, to the effect that the conditions set  forth  in
subsections  (a) through (d) of this Section 4.2 have been satisfied  to  the
best knowledge of such officer.

          (f)   Purchase Price. Buyer shall have paid the Purchase  Price  at
the Closing in accordance with Section 1.3 hereof.

          (g)   Employee  Agreements and Option Agreements. At  the  Closing,
Buyer  will execute and deliver to Stockholder the Employment Agreements  and
the Option Agreements.

          (h)   No  Adverse  Change. There shall not have been  any  Material
Adverse  Effect with respect to Buyer or its business since the date of  this
Agreement.

<PAGE>


                                  ARTICLE V
                                   Closing

     5.1   Deliveries  of Seller at Closing. At the Closing, Seller  and  the
Stockholder  will deliver or cause to be delivered to Buyer the following  at
Seller's expense:

          (a)   Certified  copies of minutes reflecting the authorization  by
the  Board  of  Directors of Seller and by the Stockholder of the  execution,
delivery  and  performance of this Agreement and consummation  of  the  Asset
Purchase.

          (b)  The Option Agreement and the Employment Agreement.

          (c)  A Bill of Sale in form satisfactory to Buyer.

     5.2   Deliveries of Buyer at Closing. At the Closing, Buyer will deliver
           or cause to be delivered to Seller the following;

          (a)  The  Purchase Price as set forth in Section 1.3(a) hereof;

          (b)  The Option Agreement and the Employment Agreement;

          (c)   The  certificate  referred  to  in  Section  4.2(e)  of  this
                Agreement;

          (d)  Certified  copies  of  resolutions adopted  by  the  Board  of
               Directors  of  Buyer authorizing the execution,  delivery  and
               performance  of this Agreement and consummation of  the  Asset
               Purchase.

                                 ARTICLE VI
                               Indemnification

     6.1  Survival of Representations, Warranties and Agreements. Subject  to
the   limitations   set  forth  in  Section  6.3  of  this   Agreement,   all
representations,  warranties and covenants of the  parties  contained  herein
shall survive execution and delivery of this Agreement.

     6.2  Indemnification.

          (a)   Subject to the limitations set forth in Section 6.3  of  this
Agreement, Seller and the Stockholder hereby covenants and agrees jointly and
severally to indemnify and hold harmless Buyer, from and against any and  all
losses,  liabilities, damages, demands, claims, suits, actions, judgments  or
causes  of  action,  assessments,  costs  and  expenses,  including,  without
limitation,  interest,  penalties, attorney's  fees,  any  and  all  expenses
incurred  in  investigating, preparing or defending against  any  litigation,
commenced  or  threatened, or any claim whatsoever, and any and  all  amounts
paid  in  settlement  of  any claim or litigation (collectively,  "Damages"),
asserted  against, resulting to, imposed on or incurred or suffered by  Buyer
directly or indirectly, as a result of or arising from (i) any breach of  any
of  the  representations, warranties or covenants  made  by  Seller  and  the

<PAGE>

Stockholder, (ii) any liability of Seller not specifically assumed  by  Buyer
hereunder, (iii) any Federal income Taxes attributable to Seller, any  state,
local  or  foreign income or franchise Taxes attributable to Seller,  or  any
sales,  use  or  similar Taxes for any Pre-Effective  Tax  Period,  and  (iv)
Seller's operation of the business prior to the Effective Time (collectively,
"Buyer's Indemnifiable Claims").

          (b)   Buyer  hereby  covenants and agrees  to  indemnify  and  hold
harmless Seller and the Stockholder, as the case may be, from and against any
and  all  Damages asserted against, resulting to, imposed on or  incurred  or
suffered by Seller or Stockholder, directly or indirectly, as a result of  or
arising  from  (i)  any breach of any of the representations,  warranties  or
covenants  made  by Buyer in this Agreement, (ii) any liability  specifically
assumed by Buyer hereunder and (iii) Buyer's operation of the business  after
the  Effective Time (other than Damages arising from or as a result of either
Stockholder's   gross   negligence  or  willful  misconduct)   (collectively,
"Seller's Indemnifiable Claims").

          (c)  Buyer's Indemnifiable Claims and Seller's Indemnifiable Claims
are collectively referred to hereinafter as "Indemnifiable Claims."

     6.3  Limitations on Indemnification. Rights to Indemnification hereunder
are subject to the following limitations:

          (a)   The obligations of indemnity provided herein with respect  to
the  representations and warranties set forth in Articles II  and  III  shall
terminate on the second anniversary of the Closing Date.

          (b)   The foregoing provisions of this Section notwithstanding, if,
prior  to  the  termination of any obligation to indemnify  as  provided  for
herein, written notice of a claimed breach is given by Buyer, Seller  or  the
Stockholder,  or  a suit or action based upon a claimed breach  is  commenced
against  any  party, no party shall be precluded from pursuing  such  claimed
breach  or  suit or action, or from recovering from the other party hereunder
(whether  through the courts or otherwise) on the claim, suit or  action,  by
reason of the termination otherwise provided for above.


     6.4  Procedure for Indemnification with Respect to Third-Party Claims.

          (a)    If   a   party   (the  "Indemnitee")  determines   to   seek
indemnification  under  this  Article with respect  to  Indemnifiable  Claims
resulting  from the assertion of liability by third parties,  it  shall  give
notice  to the other party (the "Indemnifying Party") within 30 days  of  the
Indemnitee's becoming aware of any such Indemnifiable Claim; the notice shall
set  forth  such  information  with respect thereto  as  is  then  reasonably
available  to the Indemnitee. In case any such liability is asserted  against
the  Indemnitee, and the Indemnitee notifies the Indemnifying Party  thereof,
the  Indemnifying Party will be entitled, if it so elects by  written  notice
delivered  to  the Indemnitee within 30 days after receiving the Indemnitee's
notice, to assume the defense thereof with counsel reasonably satisfactory to
the   Indemnitee  at  all  times  during  the  defense  of  such   liability.

<PAGE>

Notwithstanding the foregoing, (i) the Indemnitee shall also have  the  right
to employ its own counsel in any such case, but the fees and expenses of such
counsel  shall  be  at  the  expense  of  the  Indemnitee  (so  long  as  the
Indemnifying  Party  continues to defend such matter);  (ii)  the  Indemnitee
shall  not  have  any  obligation to give any  notice  of  any  assertion  of
liability by a third party unless such assertion is in writing; and (iii) the
rights  of  the  Indemnitee  to  be  indemnified  hereunder  in  respect   of
Indemnifiable Claims shall be deemed forfeited by its failure to give  notice
pursuant  to the foregoing only to the extent that the Indemnifying Party  is
materially  prejudiced by such failure to give notice. With  respect  to  any
assertion  of  liability by a third party that results  in  an  Indemnifiable
Claim,  the parties hereto shall make reasonably available to each other  all
relevant information in their possession material to any such assertion.  The
Indemnifying  Party  may  not  compromise or settle  an  Indemnifiable  Claim
without the written consent of the Indemnitee.

          (b)  In the event that the Indemnifying Party, within 30 days after
receipt  of the aforesaid notice of an Indemnifiable Claim, fails  to  assume
the  defense of the Indemnitee against such Indemnified Claim, the Indemnitee
shall  have  the right to undertake the defense and to compromise  or  settle
such  action  on  behalf of and for the account and risk of the  Indemnifying
Party.

     6.5   Procedure  for  Indemnification with  Respect  to  Non-Third-Party
Claims.  If  the  Indemnitee asserts the existence of an Indemnifiable  Claim
giving rise to Damages (but excluding claims resulting from the assertion  of
liability by third parties), it shall give written notice to the Indemnifying
Party  specifying  the  nature  and amount of  the  claim  asserted.  If  the
Indemnifying  Party,  within  30 days after the  mailing  of  notice  by  the
Indemnitee,  shall not give written notice to the Indemnitee  announcing  its
intent  to  contest such assertion of the Indemnitee, such assertion  by  the
Indemnitee shall be deemed accepted and agreed to by the Indemnifying Party.

                                 ARTICLE VII
                                  Covenants

     7.1   Covenant  Not  to Compete. (a) Except as limited to  Stockholder's
ownership of the domain name NewYorkNewYork.com which shall remain the  right
of  Stockholder, the Stockholder covenants and agrees that, for a  period  of
two  years following the date hereof, except on behalf of Buyer, he shall not
engage,  directly  or  indirectly,  whether  on  his  own  account  or  as  a
Stockholder,   partner,  joint  venturer  or  agent  of  any  person,   firm,
corporation  (including  seller) or other entity, or otherwise,  directly  or
indirectly, in any or all of the following activities:

          (i)  Enter into or engage in the technical staffing business in the
Las   Vegas,   Nevada  metropolitan  area  (the  "Territory")  (a  "Competing
Business")   as  an  officer,  sales  person,  marketing  agent,  consultant,
supervisor or similar position; or

          (ii)  Solicit  customers or business patronage  for  any  Competing
Business; or

<PAGE>

          (iii)      Promote or assist, financially or otherwise, any person,
firm,  association,  corporation or other entity  engaged  in  any  Competing
Business  in  the  Territory; provided, however, that the foregoing  covenant
shall  not be deemed to have been violated by the ownership of shares of  any
class of capital stock of any corporation (other than Seller) so long as  the
aggregate  beneficial  or  record  holdings  of  Seller  and  its  affiliates
(including  Stockholder)  represent  less  than  five  percent  (5%)  of  the
outstanding shares of such class of capital stock.

     (b)   Injunctive Relief. If a Stockholder breaches the covenant provided
herein,  or if Buyer shall have reason to believe that a Stockholder  intends
to,  or is attempting to, breach this covenant, then in any such event  Buyer
shall  be entitled to seek an injunction in any court having jurisdiction  to
enforce this covenant, and shall be entitled to recover from such Stockholder
any and all damages resulting, directly or indirectly, from said breach.

     (c)  Reformation. If the time or area of limitations, or both, contained
in  this  covenant  are  held by any court of competent  jurisdiction  to  be
unreasonable or otherwise unenforceable, such covenant shall nevertheless  be
enforceable  for such lesser time or area, or both, as the court  shall  find
reasonable. Stockholder acknowledge having consulted as to such covenant with
counsel, fully understand the content of the same and agree, in view  of  the
relevant facts, that the limitations contained herein are reasonable.

     7.2  Covenant Against Hiring. Seller and the Stockholder understand that
in  Buyer's  view it is essential to the successful operation of a  technical
staffing business in the Territory that Buyer retain substantially unimpaired
Seller's  current operating organization. Seller and the Stockholder covenant
and  agree that neither of them, nor any affiliate of either of them, without
the  prior written consent of Buyer, shall take any action which would induce
any  employee or representative of Seller prior to the Effective Time not  to
become or continue as an employee or representative of Buyer.

     7.3   Due  Diligence Access. From the date of this Agreement  until  the
Closing, to enable Buyer to conduct due diligence, and following the  Closing
to  the extent needed by Buyer and its accountants to conduct and complete  a
financial  audit  of  Seller and its operations, Seller and  the  Stockholder
shall  make or cause to be made available to Buyer: (i) members of management
of  Seller for personal interviews; (ii) the Assets; and (iii) all  books  of
account,   contracts,  agreements,  commitments,  authorizations,   insurance
policies,  records  and  documents of every character  relating  to  Seller's
business  for  examination. Accordingly, Seller and Stockholder shall  permit
Buyer  and  its  representatives, attorneys, accountants and agents  to  have
access to the same at all reasonable times and places.

     7.4   Conduct of Interim Operations. From the date hereof to the Closing
Date:

     (a)  Affirmative Covenants. Seller shall do the following:

          (1)  Operations. Conduct its business as presently conducted in the
usual,  regular,  and ordinary course and scope, and do  all  things  in  the

<PAGE>

ordinary  course  of  business, consistent with past practice,  necessary  to
preserve,  renew, and keep in full force and effect all rights and franchises
that are necessary to continue its business.

          (2)   Corporate  Existence. Maintain its corporate existence,  good
standing, and qualification to transact business in the State of Nevada.

          (3)  Compliance with Applicable Laws. Substantially comply with all
Applicable  Laws  and timely pay all amounts that, if unpaid,  would  have  a
Material Adverse Effect on the Seller's business affairs or prospects.

          (4)  Insurance. Maintain all insurance.

          (5)  Litigation. Advise Buyer immediately of any lawsuit threatened
or filed against Seller or Stockholder.

          (6)   Payment  of  Debt. Duly and punctually pay  all  of  Seller's
indebtedness in accordance with the terms and conditions of such indebtedness
as and when due.

          (7)   Material Loss. Immediately notify Buyer of any event  causing
or  that  may reasonably be expected to cause a material loss to Seller  with
respect to the Assets or result in a material decline in value of the  Assets
or the Seller's business or prospects.

          (8)   Preservation  of Business. Employ all reasonable  efforts  to
preserve the Seller's business intact, to keep available to Buyer the present
employees  of  the Seller, and to maintain good relations with suppliers  and
customers and others having business relations with the Seller.

     (b)  Negative Covenants. Seller shall not do any of the following:

          (1)   New  Encumbrances. Create, incur, assume, or suffer to  exist
any  new  encumbrance  (including, but not limited to,  charges  on  property
purchased under conditional sales or other title retention agreements) on any
of  the  Assets other than in the ordinary course and scope of  the  Seller's
business.

          (2)   Disposition  of Assets. Sell, dispose of,  mortgage,  pledge,
grant a security interest in or otherwise dispose of or encumber any Asset or
interests therein other than in the ordinary course and scope of the Seller's
business.

          (3)   Contracts. Enter into any contracts or agreements, or  amend,
modify,  or  terminate any contracts or agreements, except  in  the  ordinary
course and scope of the Seller's business;

<PAGE>

     7.5  Tax Covenants.

     (a)  Seller, Stockholder and Buyer shall reasonably cooperate, and shall
cause their respective affiliates, officers, employees, agents, auditors  and
representatives reasonably to cooperate, in preparing and filing all  Returns
relating  to Taxes, including maintaining and making available to each  other
all  records necessary in connection with Taxes and in resolving all disputes
and audits with respect to all taxable periods relating to Taxes.

     (b)  All transfer, documentary stamp, sales, use, registration and other
such  Taxes and related fees (including any penalties, interest and additions
to  Tax)  incurred  in  connection with this Agreement and  the  transactions
contemplated  hereby shall be paid by Seller; and Buyer  shall  cooperate  in
timely making all filings as may be required to comply with the provisions of
such Tax laws.

     (c)   Any personal property or similar taxes with respect to the  Assets
attributable to the Pre-Effective Tax Period shall be borne by Seller.

     7.6   Changes to Disclosure Schedule. Between the date of this Agreement
and  the Closing Date, Seller and Stockholder shall promptly inform Buyer  of
events,  circumstances, or other developments that occur between  such  dates
that  would  have been described in the Disclosure Schedule had such  events,
circumstances or other developments occurred on or prior to the date of  this
Agreement.  Having  so informed Buyer, Seller and Stockholder  shall  provide
Buyer  with  such  further information regarding such event, circumstance  or
development  as  Buyer  reasonably requests. Within three  business  days  of
Buyer's receipt of such additional information, Buyer shall notify Seller and
Stockholder  that:  (i)  Seller  and Stockholder  may  amend  the  Disclosure
Schedule  to describe such event, circumstance or other development,  without
liability  to Seller or Stockholder; or (ii) Buyer intends to terminate  this
Agreement pursuant Section 8.1(b).

     7.7  Liabilities. Seller shall pay all of its liabilities as they become
due,  whether  due  prior  to,  on or after the Effective  Time  (other  than
liabilities expressly assumed hereunder by Buyer).

                                ARTICLE VIII
                                 Termination

     8.1   Termination of Agreement. This Agreement may be terminated at  any
time prior to the Closing:

     (a)  by mutual written consent of all parties;

<PAGE>

     (b)   by  either  Buyer  or Seller and the Stockholder  if  any  of  the
representations  or warranties of the other party contained herein  shall  be
inaccurate  or  untrue  in  an material respect and  such  inaccuracy  cannot
reasonably be expected to be cured prior to the Closing;

     (c)   by  either Buyer or Seller and the Stockholder if any  obligation,
term  or  condition  to be performed, kept or observed by  such  other  party
hereunder has not been performed, kept or observed in any material respect at
or prior to the time specified in this Agreement;

     (d)   by  either  Buyer or Seller and the Stockholder if  any  permanent
injunction  or other order of a court or other competent authority preventing
the  consummation  of the transactions contemplated by this  Agreement  shall
have become final and nonappealable;

     (e)   by  either  Buyer or Seller and the Stockholder, if  not  then  in
material breach of any of its obligations hereunder, if the Closing  has  not
occurred by February 1, 2000.

     Any  termination  pursuant to this Section 8.1 shall be  effective  upon
notice  thereof having been given to the non-terminating party in  accordance
with Section 9.2 hereof.

     No  party  hereto  shall be liable to any other  party  hereto  if  this
Agreement is terminated pursuant to Section 8.1(a), (b) or (d).

                                 ARTICLE IX
                          Miscellaneous Provisions

     9.1   No  Negotiations by Seller and the Stockholder. Unless  and  until
this  Agreement has been properly terminated pursuant to Article VIII hereof,
neither  Seller nor either Stockholder shall directly or indirectly,  through
any  officer,  director, agent, employee, representative or otherwise,  make,
solicit,  initiate  or encourage the submission of proposals  or  offers,  or
accept  offers, from any person (including any of its officers or  employees)
relating  to  any recapitalization, merger, consolidation or  other  business
combination involving Seller, any sale of all or a substantial portion of the
assets of Seller, or the sale of any material equity interest in Seller  (any
of  the  foregoing, a "Competing Transaction"). During such  period,  neither
Seller nor the Stockholder shall, directly or indirectly, participate in  any
negotiations  regarding,  furnish to any other person  any  information  with
respect  to, or otherwise cooperate, assist or participate in, any effort  or
attempt  by  any third party to propose or effect any Competing  Transaction.
Seller and the Stockholder shall notify Buyer of any Competing Transaction or
any inquiry relating to a possible Competing Transaction and shall deliver to
Buyer any information furnished to or by any such third party.

     9.2   Notice.  All  notices, requests, demands and other  communications
required or permitted under this Agreement shall be deemed to have been  duly
given  and  made if in writing and served either by personal delivery  (which
shall  include delivery by Federal Express or similar services) to the  party
for  whom it is intended or by being deposited postage prepaid, certified  or
registered  mail, return receipt requested (or such form of mail  as  may  be

<PAGE>

substituted  therefore  by postal authorities), in the  United  States  mail,
bearing the address shown in this Agreement for, or such other address as may
be designated in writing hereafter by, such party:


     If to Buyer:                   With a copy to:

     Mirage Computers, Inc.             Donald J. Stoecklein, Esq.
     6280 South Pecos Rd.               Sperry Young & Stoecklein
     Las Vegas, Nevada 89120            1850 E. Flamingo Rd. Suite 111
     Attn: Robert M. Stander            Las Vegas, Nevada 89119

     If to Stockholder or Seller:       With a copy to:

     Ron Katzin                         John R. Erickson, Esq.
     6455 South Industrial Road         2920 N. Green Valley Parkway
     Suite F                            Suite 424
     Las Vegas, Nevada 89118            Henderson, NV  89014

     9.3   Entire Agreement. This Agreement, the Exhibits, the Appendices and
the  Disclosure Schedule embody the entire agreement and understanding of the
parties  hereto with respect to the subject matter hereof, and supersede  all
prior agreements and understandings relative to said subject matter.

     9.4   Binding Effect; Assignment. This Agreement and the various  rights
and  obligations  arising hereunder shall inure to  the  benefit  of  and  be
binding  upon Buyer, its representatives, successors and assigns, and Seller,
its representatives, successors and assigns, and each Stockholder, his heirs,
legal  representatives and assigns. Neither this Agreement  nor  any  of  the
rights,  interests or obligations hereunder shall be transferred or  assigned
(by  operation  of  law or otherwise) by any party hereto without  the  prior
written  consent  of the other parties, except that Seller shall  assign  its
rights  hereunder, including all rights to the Share Portion and  the  Option
Portion, to the Stockholder upon dissolution of Seller.

     9.5  No Third-Party Beneficiaries. Nothing herein, expressed or implied,
is intended or shall be construed to confer upon or give to any person, firm,
corporation  or  legal  entity, other than the parties  hereto,  any  rights,
remedies or other benefits under or by reason of this Agreement.

     9.6   Counterparts.  This  Agreement may be executed  simultaneously  in
multiple counterparts, each of which shall be deemed an original, but all  of
which taken together shall constitute one and the same instrument.

     9.7   Expenses. Each of the parties hereto will bear its own  costs  and
expenses  (including  legal,  accounting and consulting  fees  and  expenses)
incurred in connection with this Agreement and the Asset Purchase.

<PAGE>

     9.8   Waiver;  Consent.  This Agreement may  not  be  changed,  amended,
terminated,  rescinded  or  discharged (other than  in  accordance  with  its
terms),  in  whole or in part, except by a writing executed  by  the  parties
hereto,  and  no  waiver  of  any of the provisions  or  conditions  of  this
Agreement  or  any  of  the rights of a party hereto shall  be  effective  or
binding  unless  such  waiver shall be in writing and  signed  by  the  party
claimed to have given or consented thereto.

     9.9   Other  and  Further Covenants. The parties shall, in  good  faith,
execute such other and further instruments, assignments or documents  as  may
be  necessary for the consummation of the transactions contemplated  by  this
Agreement, and shall assist and cooperate with each other in connection  with
these activities.

     9.10 Governing Law. This Agreement shall in all respects be construed in
accordance  with  and governed by the laws of the State  of  Nevada,  without
regard to any, such laws relating to choice or conflict of laws.

     9.11  Public Announcements. Neither Buyer nor Seller shall, without  the
prior  written  consent  of the other, make any public  announcement  or  any
release  to trade publications or to the press or make any statement  to  any
competitor,  customer  or  any  other  third  party  with  respect   to   the
transactions  contemplated  herein,  except  such  announcement,  release  or
statement  necessary in the opinion of its counsel to comply with  applicable
requirements  of  law. The parties hereto agree that upon execution  of  this
Agreement and on the Closing Date, they shall jointly prepare press  releases
for appropriate dissemination.

     9.12  Miscellaneous.   All shares issued for the Stock  Portion  of  the
purchase price shall be subject to full "piggy-back" registration rights.

     IN  WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first set forth above.

SKYLINK NETWORK, INC.              MIRAGE COMPUTERS, INC.

By:  /s/ Ron Katzin                By: /s/ Ulf Lindqwister
Ron Katzin, President              Dr. Ulf Lindqwister, President


STOCKHOLDER:
/s/ Ron Katzin
Ron Katzin

<PAGE>

                                 EXHIBIT A-1

                               EXCLUDED ASSETS


     The domain name of NewYorkNewYork.com.