MEGA MICRO TECHNOLOGIES GROUP
                        SUBSIDIARY PURCHASE AGREEMENT

     This SUBSIDIARY PURCHASE AGREEMENT (the "Agreement") is made and entered
into as of March 26, 2001 by and between Tarnutzer Toys LLC, a Nevada limited
liability  company  ("TTOYS"), Jason Tarnutzer, an individual  ("Tarnutzer"),
Mega  Micro Technologies Group, a Nevada corporation ("MGGA"), and Mega Micro
Technologies,  Inc., a California corporation and wholly-owned subsidiary  of
MGGA ("Mega").

     This  Agreement sets forth the terms and conditions upon which MGGA will
sell  and  convey to TTOYS, and TTOYS will purchase from MGGA,  100%  of  the
issued and outstanding shares of Mega.

                                  RECITALS

     WHEREAS, Mega is a provider of computer components, software, and custom-
built systems to corporate customers and to businesses serving business;

     WHEREAS, Mega maintains a 3,000 sq.ft. retail storefront located at 4698
Convoy Street, in San Diego, California, which is subject to a three-year and
four month lease dated December 1, 2000 (the "Lease");

      WHEREAS, Tarnutzer currently holds 698,000 shares of MGGA common stock,
of  which 349,000 shares is subject to a certain Lock-Up Agreement dated June
8,  1999  (the  "Lock-Up Agreement"), a copy of which is attached  hereto  as
Exhibit A;

      WHEREAS,  TTOYS is desirous of purchasing 100% of Mega in exchange  for
$200,000  and 500,000 shares of MGGA common stock, which will be  contributed
by Tarnutzer on behalf of TTOYS;

     In consideration of the mutual agreements contained herein, intending to
be legally bound hereby, the parties hereto agree as follows:


                                  ARTICLE I
                     PURCHASE AND SALE OF MEGA; CLOSING

1.01.Purchase and Sale of Mega. Subject to the terms and conditions  of  this
     Agreement, at the Closing, Mega agrees to sell, transfer, convey, assign
     and  deliver to TTOYS, and TTOYS agrees to purchase, acquire and  accept
     from  Mega,  free  and clear of all liens, charges  or  encumbrances  of
     whatsoever nature, 100% of the issued and outstanding shares of Mega. As
     part  of  the purchase, TTOYS will receive all of the assets of Mega  of
     any  kind, character, or description, known or unknown, whether accrued,
     absolute,  or otherwise (and regardless of whether reflected  on  Mega's
     Financial  Statements), all as they exist on the Closing Date, including
     without limitation:

MGGA Initial ____  Mega Initial ___ TTOYS Initial __ Tarnutzer Initial _____

<PAGE>
                        MEGA MICRO TECHNOLOGIES GROUP
                        SUBSIDIARY PURCHASE AGREEMENT



     (a)  All  right,  title  and interest of Mega in and to  all  of  Mega's
          inventory,  wherever  located,  including  raw  material,  work  in
          process, and finished goods;

     (b)  All  of  Mega's  cash,  cash on hand, cash  on  deposit,  accounts,
          accounts  receivable  (subject  to  the  provisions  referenced  in
          Section 1.04(b) hereof), trade receivables and notes receivable;

     (c)  All  of  Mega's  fixtures,  machinery,  equipment,  furniture,  and
          supplies;

     (d)  All right, title and interest of Mega in and to all prepaid rentals
          and other prepaid expenses, bonds and deposits (including those for
          health insurance);

     (e)  All vehicles owned or leased by Mega;

     (f)  All Business records including all drawings, bills of materials and
          lists,  vendor  agreements and lists, credit files, sales  records,
          warranty   records,  inventory  records,  product  literature   and
          marketing studies;

     (g)  All  licenses,  permits  and other intellectual  property  used  in
          connection with the Business of Mega.

     (h)  All  other books and records associated with the Business  of  Mega
          (including  Mega's  corporate minute books  and  related  corporate
          records);

     (i)  To  the  extent assignable, all rights of Mega under the  contracts
          and  leases  entered into by Mega in connection with  the  Business
          (the "Assumed Contracts"); and

     (j)  All  customer, distributor and supplier files and mailing lists  of
          Mega.

          All  of the assets referenced above and being purchased under  this
     Agreement are collectively referred to herein as the "Assets."

1.02.Assumption of Liabilities. On the Closing Date, TTOYS shall assume, pay,
     perform,  and  discharge  all  charges, debts,  obligations,  contracts,
     agreements,  and  liabilities of Mega (the "Assumed  Liabilities").  The
     Assumed Liabilities shall include, but shall not be limited to:

     (a)  All liabilities of Mega on the Financial Statements;

     (b)  Accounts payable;

     (c)  Accrued employee vacation and sick pay;

     (d)  Warranty claims;

     MGGA Initial __ Mega Initial ___ TTOYS Initial ___ Tarnutzer Initial __

<PAGE>
                        MEGA MICRO TECHNOLOGIES GROUP
                        SUBSIDIARY PURCHASE AGREEMENT

   (e)  Any and all automobile leases;

   (f)  All  liabilities  under the Assumed Contracts, to  the  extent  the
        liabilities or claims arise either prior to or subsequent to Mega
        Ownership Period; and

   (g)  All other liabilities of Mega, whether fixed or contingent, known or
        unknown, arising out of the operation of the Business either prior to or
        subsequent to Mega Ownership Period; save and except for any Retained
        Liabilities as defined in Section 1.03.

1.03.Liabilities to be Retained by MGGA. MGGA shall retain only the following
     Mega liabilities (the "Retained Liabilities"):

     (a)  Federal and state income taxes, federal and state employment  taxes
          and  state  sales  taxes due and payable for  periods  within  Mega
          Ownership  Period, which shall be paid from funds  of  MGGA  rather
          than from any funds of Mega;

     (b)  Professional  fees  owed by Mega with regard  to  this  transaction
          and/or  this  Agreement, which shall be paid  from  funds  of  MGGA
          rather than from any funds of Mega;

1.04.Consideration. As payment in full for Mega, subject  to  the  terms  and
conditions  of  this  Agreement,  and in  reliance  on  the  representations,
warranties and agreements of Mega and MGGA contained herein, TTOYS shall  pay
the following consideration:

     (a)  Common  Stock.  TTOYS, though Tarnutzer, shall deliver to  MGGA  at
          Closing  Five  Hundred  Thousand (500,000) shares  of  MGGA  common
          stock.  The  shares of common stock shall be split equally  between
          Tarnutzer's  holdings at 250,000 shares which shall remain  subject
          to  the  Lock-Up Agreement and 250,000 shares of restricted  common
          stock  which  Tarnutzer  received pursuant  to  MGGA's  April  2000
          restricted stock dividend.

     (b)  Cash.   The  cash consideration to be paid by TTOYS  shall  be  Two
          Hundred  Thousand  Dollars ($200,000) (the "Cash Purchase  Price"),
          which  shall  be  payable  pursuant  to  the  following  terms  and
          conditions:

         (i)  MGGA shall establish a new bank account (the "Mega Account
              Receivable Account") at Silver State Bank of Nevada for the
              specific purpose of depositing all accounts receivable payments
              from Mega. MGGA shall apply all deposited accounts receivable
              funds towards payment of the Cash Purchase Price. MGGA will
              provide a weekly statement to Mega as to the amount of funds
              collected and the principal balance remaining on the Cash Purchase
              Price.

MGGA Initial ____  Mega Initial ___  TTOYS Initial ___ Tarnutzer Initial ___

<PAGE>

                        MEGA MICRO TECHNOLOGIES GROUP
                        SUBSIDIARY PURCHASE AGREEMENT


         (ii) Once the entire Cash Purchase Price has been collected pursuant to
              the above provision, MGGA shall close the Mega Account Receivable
              Account.

        (iii) At all times during the payment of the Cash Purchase Price, TTOYS
              shall cause Mega's inventory value to be at least 125% of the
              balance remaining to be paid on the Cash Purchase Price. By way of
              example, if the balance due on the Cash Purchase Price is
              $100,000, TTOYS shall cause Mega to maintain $125,000 worth of
              current inventory. MGGA shall have the right at any time,
              without notice to Mega or TTOYS, to audit or inspect the current
              inventory of Mega to ensure compliance with this Section
              1.04(b)(iii).

         (iv) All of Mega's inventory following the Closing of this Agreement
              shall be pledged as collateral towards the payment of the Cash
              Purchase Price.  Such inventory shall be subject to the limits as
              set forth in Section 1.04(b)(iii) above.

        (v)  In the event TTOYS is unable to pay the Cash Purchase Price in full
             within 180 days of Closing of this Agreement, MGGA shall, upon ten
             (10) days written notice to TTOYS and Mega, be entitled to seize
             all of the current inventory of Mega and proceed with liquidation
             of the inventory to be applied to any unpaid portion of the Cash
             Purchase Price. MGGA will only liquidate enough of the inventory to
             pay any unpaid portion of the Cash Purchase Price and will return
             any remaining inventory to TTOYS and Mega. In the event the
             proceeds from the liquidation of the inventory is insufficient to
             cover any unpaid portion of the Cash Purchase Price, MGGA shall,
             upon an additional 48 hours written notice, be entitled to begin
             collections of any Mega trade and accounts receivable, notes, etc.
             and MGGA shall be entitled to seize and begin liquidation of any
             remaining assets of Mega to satisfy any unpaid portion of the
             Cash Purchase Price.

          All of the consideration referenced in this Section 1.04 to be paid
     under this Agreement is collectively referred to herein as the "Purchase
     Price."

1.05 Closing.  The Closing of the transactions contemplated by this Agreement
     will take place at the offices of Securities Law Institute, at 1850 East
     Flamingo  Road, Suite 111, Las Vegas, Nevada, or at such other  location
     or  by such other means as the parties may agree, including exchange  of
     signatures  via express mail or facsimile, at 9:30 a.m. on  a  date  not
     later than April 1, 2001.

MGGA Initial __   Mega Initial ____  TTOYS Initial ____ Tarnutzer Initial __

<PAGE>

                        MEGA MICRO TECHNOLOGIES GROUP
                        SUBSIDIARY PURCHASE AGREEMENT


1.06.Effective  Time.  The "Effective Time" shall mean 9:00 a.m.,  San  Diego
     local  time,  on March 22, 2001. The parties agree that (i) between  the
     Effective  Time and the Closing the business of Mega shall  be  operated
     for  the  benefit  of  and at the risk of TTOYS and (with  TTOYS  hereby
     agreeing to insure against and hold MGGA harmless with respect  to  risk
     of  loss or damage to the Assets during such time) and (ii) the transfer
     of  the  Assets to TTOYS and the assumption of any liabilities hereunder
     by  TTOYS  shall be effective from and after the Effective Time  without
     further action by the parties hereto.

1.07.Deliveries at Closing.

     (a)  At the Closing, MGGA will deliver to TTOYS:

          (i)  a  certificate representing 100% of the issued and outstanding
               shares  of  Mega along with all corporate documents  of  Mega,
               including  an  unaudited balance sheet  of  Mega,  which  will
               effectuate  the transfer of the Mega Assets by MGGA  to  TTOYS
               and the acquisition of Mega by TTOYS; and

          (ii) the Mutual Release (as hereinafter defined); and

     (b)  At the Closing, TTOYS will deliver to Mega:

          (i)  certificates in the amount of 500,000 shares, which  shall  be
               applied to the Stock Portion of the Purchase Price; and

          (ii) the Mutual Release.

1.08.Board  of Directors and Officers Mega. Concurrent with Closing, each  of
     MGGA  and TTOYS agrees to take such action as is necessary (i) to  cause
     the  number of directors comprising the full Board of Directors of  Mega
     to  be  two  (2)  persons and (ii) to cause Jason Tarnutzer  and  Robert
     Hardin  (the "TTOYS Designees") to be elected as directors of Mega.   In
     addition, MGGA shall take all action necessary to cause, to the greatest
     extent  practicable, the TTOYS Designees to serve  on  Mega's  Board  of
     Directors  until  the  2001 Annual Meeting. If a  TTOYS  Designee  shall
     decline  or  be  unable  to serve as a director,  TTOYS  shall  nominate
     another person to serve in such person's stead, which such person  shall
     be  subject to approval of the other party. From and after the  Closing,
     and  until  successors are duly elected or appointed  and  qualified  in
     accordance with applicable law, Jason Tarnutzer shall be Chief Executive
     Officer and President, Secretary, and Treasurer of Mega.

MGGA Initial __   Mega Initial ___  TTOYS Initial ___  Tarnutzer Initial __
<PAGE>

                        MEGA MICRO TECHNOLOGIES GROUP
                        SUBSIDIARY PURCHASE AGREEMENT


                                 ARTICLE II
               REPRESENTATIONS AND WARRANTIES OF MEGA AND MGGA

     Mega  and  MGGA  hereby  jointly and severally  represent,  warrant  and
covenant  to TTOYS as set forth below in this Article II. All representations
and  warranties in this Article II are deemed to be made by Mega and MGGA on,
and be effective as of, both the date hereof and the Closing Date.

2.01.Corporate   Organization;  Power,  Etc.  Mega  is  a  corporation   duly
     organized, validly existing and in good standing under the laws  of  the
     State  of California and has full corporate power and authority to carry
     on  the  Business as it is now being conducted and to own the Assets  it
     now  owns and is duly qualified or licensed to do business as a  foreign
     corporation and is in good standing in each other jurisdiction in  which
     it  owns  or  leases  any real property or in which the  nature  of  the
     Business   transacted  by  it  makes  such  licensing  or  qualification
     necessary.

2.02.No  Affiliates. Mega does not own, directly or indirectly,  any  capital
     stock  or  other  equity  securities of  any  corporation,  partnership,
     limited liability company, trust, joint venture or other entity nor have
     any direct or indirect equity or ownership interest in any business.

2.03.Authorization of Agreements, Validity, Etc. The execution, delivery  and
     performance  by Mega and MGGA of this Agreement and the consummation  of
     the  transactions contemplated hereby have been duly authorized  by  all
     requisite  corporate action and will not violate any provision  of  law,
     any order of any court or other agency of government, the Certificate of
     Incorporation  or  Bylaws (or similar governing documents)  of  Mega  or
     MGGA, any judgment, award or decree or any indenture, agreement or other
     instrument to which Mega or MGGA is a party, or by which either of  them
     or  any of their properties or assets is bound or affected, or result in
     a  breach of or constitute (with due notice or lapse of time or both)  a
     default  under  any  such indenture, agreement or other  instrument,  or
     result  in the creation of imposition of any lien, charge or encumbrance
     of  any nature whatsoever upon any of the Assets of Mega. This Agreement
     has  been  duly executed and delivered by Mega and MGGA and  constitutes
     the  legal, valid and binding agreement of Mega and MGGA enforceable  in
     accordance with its terms, except that such enforcement
     may   be   subject   to  traditional  equitable  remedies,   bankruptcy,
     insolvency,  reorganization, moratorium or other  similar  laws  now  or
     hereafter in effect relating to creditor's rights.

2.04 No  Violation. Neither the execution and delivery of this Agreement  nor
     the consummation of the transactions contemplated hereby will violate or
     be  in  conflict with, or constitute a default (or an event which,  with
     notice  or lapse of time or both, would constitute a default) under,  or
     result in the termination of, or accelerate the performance required by,
     or  cause  the  acceleration of the maturity of any debt  or  obligation
     pursuant  to,  or result in the creation or imposition of  any  security
     interest,  lien or other encumbrance upon any Assets under any agreement
     or  commitment to which Mega is a party or by which Mega is bound, or to
     which the Assets are subject.

MGGA Initial ___ Mega Initial __   TTOYS Initial _____ Tarnutzer Initial ___

<PAGE>

                        MEGA MICRO TECHNOLOGIES GROUP
                        SUBSIDIARY PURCHASE AGREEMENT

2.05.Financial   Statements;  No  Undisclosed  Liabilities.   The   unaudited
     Financial  Statements  for  Mega as of and for  the  fiscal  year  ended
     December  31,  2000,  have  been  delivered  to  TTOYS.  Said  Financial
     Statements are true, accurate and complete in all material respects, and
     present fairly the financial condition of Mega as of such dates and  the
     results of operations of Mega for such periods.

2.06.Accounts  Receivable.  To Mega's knowledge, all accounts  receivable  of
     Mega represent sales actually made in the ordinary course of business.

2.07.Inventory.  To  Mega's knowledge, all inventory of Mega  consists  of  a
     quality  and  quantity  usable and salable in  the  ordinary  course  of
     business.

2.08.Conduct  of the Business. To Mega's knowledge, since December 31,  2000,
     and through the Closing Date,

     (a)  the  Business  has  been conducted only in the ordinary  and  usual
          course consistent with past practice;

     (b)  there  has  not  been  any material damage,  destruction  or  loss,
          whether  or not covered by insurance, which would adversely  affect
          the Assets or the Business;

     (c)  there  has not been any agreements, commitments or transactions  to
          sell,  transfer, assign or encumber the Assets, nor has there  been
          any  actual sale, transfer or other disposal of any of the  Assets,
          except in the ordinary course of business;

     (d)  there  has not been any incurrence or assumption, whether  directly
          or  by  way  of  any guarantee or otherwise, of any obligations  or
          liabilities,  affecting the Assets or the Business, except  in  the
          ordinary course of business;

     (e)  there has not been any dividends or other distribution (whether  in
          cash,  stock or property or any combination thereof) declared,  set
          aside  or paid in respect of Mega's capital stock which are or  may
          be payable out of the Assets;

     (f)  there  has not been any agreement, whether in writing or otherwise,
          to  take  any  action  the performance of which  would  change  the
          representations  contained in this Section 2.08 in  the  future  so
          that  any  such  representation would not be true in  all  material
          respects as of the Closing.

2.09.Title  to Properties; Encumbrances. To Mega's knowledge, except  as  set
     forth  on  the Financial Statements, Mega has good, valid and marketable
     title  to  all the Assets, subject to no mortgages, security  interests,
     liens,  pledges,  conditional sale agreements, or  encumbrances  of  any
     nature  whatsoever. In the aggregate, the Assets presently owned, leased
     or  licensed  by  Mega include all rights, properties and  other  assets
     reasonably  necessary  to permit Mega to conduct  the  Business  in  all
     material  respects in the same manner as the Business has been conducted
     prior to the date hereof.

MGGA Initial ____  Mega Initial ____ TTOYS Initial ___  Tarnutzer Initial __

<PAGE>

                        MEGA MICRO TECHNOLOGIES GROUP
                        SUBSIDIARY PURCHASE AGREEMENT


2.10.Intellectual Property. To Mega's knowledge, Mega is not infringing  upon
     any patent, trademark, service mark, or copyright belonging to any other
     person. Further, no claim of infringement is presently pending, nor  has
     any such claim been made against Mega with respect to Mega's Business.

2.11.Legal  Compliance.  To  Mega's knowledge, Mega  has  complied  with  all
     applicable   laws   (including   rules,   regulations,   codes,   plans,
     injunctions,   judgments,   orders,  decrees,   rulings,   and   charges
     thereunder)  of federal, state and local governments (and  all  agencies
     thereof),  except where the failure to comply would not have a  material
     adverse  effect upon the financial condition of Mega taken as  a  whole.
     Mega  has not received any notification of any asserted present or  past
     failure by Mega to comply with such laws, rules or regulations.

2.12.Plant  and Equipment. MGGA has not received notification that Mega,  the
     Assets  or  the  Business are in violation of any  applicable  building,
     zoning, anti-pollution, health or other law, ordinance or regulation  in
     respect  of  its plants or structures or their operations  and  no  such
     violation exists.

2.13 Contracts and Commitments.

     (a)  To   Mega's  knowledge,  except  as  set  forth  on  the  Financial
          Statements,   none  of  the  Assumed  Liabilities  constitutes   an
          agreement  or  contract to make any single capital  expenditure  or
          commitment in excess of $10,000 for additions to property, plant or
          equipment or to make aggregate capital expenditures and commitments
          in  excess  of  $10,000 (on a consolidated basis) for additions  to
          property, plant or equipment;

     (b)  To   Mega's  knowledge,  except  as  set  forth  on  the  Financial
          Statements   and  the  Lease,  none  of  the  Assumed   Liabilities
          constitutes a purchase contract or commitment that continues for  a
          period of more than twelve (12) months or that is in excess of  the
          normal, ordinary and usual requirements of the Business or that  is
          at an excessive price;

     (c)  To  Mega's knowledge, Mega is not in material default under  or  in
          violation  of,  nor  is  there any basis for  any  valid  claim  of
          material default under or violation of, any Assumed Liability;

     (d)  To  Mega's  knowledge, there are no agreements that would  restrict
          TTOYS from carrying on the Business anywhere in the world;

     (e)  To   Mega's  knowledge,  except  as  set  forth  on  the  Financial
          Statements  and except for the Lease, there are no debt obligations
          for  borrowed  money,  including guarantees  of  or  agreements  to
          acquire  any  such  debt  obligation of  others  that  encumber  or
          otherwise effect the Assets; the Assets are not subject to any debt
          or obligation of Mega or MGGA, including debts or obligations

     MGGA Initial __ Mega Initial ___ TTOYS Initial ___ Tarnutzer Initial __

<PAGE>
                        MEGA MICRO TECHNOLOGIES GROUP
                        SUBSIDIARY PURCHASE AGREEMENT

          as  guarantor, surety, co-signer, endorser, co-maker, indemnitor or
          otherwise  in respect of the obligation of any person, corporation,
          partnership,  joint  venture, association,  organization  or  other
          entity or granted or extended any power of attorney.

2.14.Agreements in Full Force and Effect. To MGGA's knowledge, all contracts,
     agreements,  plans, leases, policies and licenses referred  to  in  this
     Agreement as Assumed Liabilities are valid and in full force and effect.

2.15.Litigation.  To  MGGA's  knowledge, there is no action,  suit,  inquiry,
     proceeding  or  investigation by or before any court or governmental  or
     other  regulatory  or  administrative agency or  commission  pending  or
     threatened  against  or involving in any material respect  Mega  or  the
     Assets  or  which questions or challenges the validity of this Agreement
     or  any  action  taken or to be taken pursuant to this Agreement  or  in
     connection  with the transactions contemplated hereby;  nor,  to  MGGA's
     knowledge,  is there any valid basis for any such action, proceeding  or
     investigation.  To MGGA's knowledge, the Assets are not subject  to  any
     judgment, order or decree entered in any lawsuit or proceeding which may
     have an adverse effect on the Business.

2.16.Environmental  Protection. MGGA is not aware of, nor has  MGGA  received
     notice   of,   any   past,   present  or  future   events,   conditions,
     circumstances, activities, practices, incidents, actions or plans  which
     may  interfere with or prevent continued compliance, or which  may  give
     rise  to any common law or legal liability, or otherwise form the  basis
     of  any claim, action, suit, proceeding, hearing or investigation, based
     on  or  related  to  the  manufacture,  processing,  distribution,  use,
     treatment,  storage, disposal, transport, or handling, or the  emission,
     discharge,  release or threatened release into the environment,  of  any
     pollutant, contaminant, or hazardous or toxic material or waste.

2.17.Good  Title Conveyed, Etc. Mega has complete and unrestricted power  and
     the  unqualified right to sell, assign, transfer and deliver the  Assets
     to TTOYS, and upon consummation of the transactions contemplated by this
     Agreement, TTOYS will acquire, good, valid and marketable title  to  the
     Assets  to  be  transferred to TTOYS hereunder, free and  clear  of  all
     mortgages,   pledges,  liens,  security  interests,  conditional   sales
     agreements, encumbrances or charges of any kind, except as set forth  on
     the Financial Statements and except for the Lease.

2.18.Taxes. Mega has duly and timely filed or caused to be filed all federal,
     state,  local and foreign income, franchise, excise, payroll, sales  and
     use,  property  and  withholding  tax returns,  reports,  estimates  and
     information  and  other  statements or returns (collectively  "Returns")
     required  to  be filed by or on behalf of it pursuant to any  applicable
     federal, state, local or foreign tax laws for all years and periods  for
     which  such Tax Returns have become due. All such Returns were  believed
     by  Mega to be materially correct as filed and to correctly reflect  any
     Tax  or  Taxes required to be paid or collected by (or allocable  to  or
     collectible  from)  Mega.  Such  Returns  correctly  reflect  any  Taxes
     required to be paid or collected by Mega.


MGGA Initial ___ Mega Initial __ TTOYS Initial ___ Tarnutzer Initial _____

<PAGE>

                        MEGA MICRO TECHNOLOGIES GROUP
                        SUBSIDIARY PURCHASE AGREEMENT


2.19.Disclosure. No representations or warranties by Mega or the MGGA in this
     Agreement and no statement contained in any document (including, without
     limitation, the Financial Statements) or certificate, furnished or to be
     furnished by Mega to TTOYS or any of its representatives pursuant to the
     provisions  hereof  or in connection with the transactions  contemplated
     hereby,  contains or will contain any untrue statement of material  fact
     or  omits or will omit to state any material fact necessary, in light of
     the  circumstances  under  which it was  made,  in  order  to  make  the
     statements herein or therein not misleading.


                                 ARTICLE III
                   REPRESENTATIONS AND WARRANTIES OF TTOYS

     TTOYS represents and warrants to Mega and MGGA as follows:

3.01 Authorization;  Etc. TTOYS has full power and authority  to  enter  into
     this  Agreement  and to carry out the transactions contemplated  hereby.
     This Agreement is a valid and binding agreement of TTOYS enforceable  in
     accordance  with  its  terms except that (i)  such  enforcement  may  be
     subject  to bankruptcy, insolvency, reorganization, moratorium or  other
     similar  laws  now or hereafter in effect relating to creditors'  rights
     and  (ii)  the remedy of specific performance and injunctive  and  other
     forms  of equitable relief may be subject to equitable defenses  and  to
     the discretion of the court before which any proceeding therefore may be
     brought.

3.02 Validity. This Agreement has been duly executed and delivered  by  TTOYS
     and  constitutes  the  legal,  valid and binding  obligation  of  TTOYS,
     enforceable against it in accordance with its terms.

3.03.No  Violation. Neither the execution and delivery of this Agreement  nor
     the consummation of the transactions contemplated hereby will violate or
     be  in  conflict  with,  or constitute a default  under,  or  cause  the
     acceleration of the maturity of any debt or obligation pursuant to,  any
     agreement or commitment to which TTOYS is a party or by which  TTOYS  is
     bound,  or  violate any statute or law or any judgment,  decree,  order,
     regulation or rule of any court or governmental authority.

3.04.Litigation.  To  TTOYS's knowledge, there is no action,  suit,  inquiry,
     proceeding  or  investigation by or before any court or governmental  or
     other  regulatory  or  administrative agency or  commission  pending  or
     threatened  against or involving TTOYS, or which questions or challenges
     the  validity of this Agreement or any action taken or to  be  taken  by
     TTOYS  pursuant to this Agreement or in connection with the transactions
     contemplated hereby.

3.05.Retained   Liabilities.  To  TTOYS's  actual  knowledge,  the   Retained
     Liabilities  are limited to those liabilities described in Section  1.03
     of this Agreement.

MGGA Initial ___ Mega Initial ____ TTOYS Initial ____ Tarnutzer Initial ___

<PAGE>
                        MEGA MICRO TECHNOLOGIES GROUP
                        SUBSIDIARY PURCHASE AGREEMENT


                                 ARTICLE IV
                       CONDITIONS PRECEDENT TO CLOSING

     Prior  to  the  signing  and  Closing of this Agreement,  the  following
conditions precedent shall have been satisfied or waived:

4.01.Consents  Obtained.  All consents from third parties, including  without
     limitation  all lenders and secured parties, required to consummate  the
     transactions contemplated hereby shall have been obtained by TTOYS.

4.02.No  Government Proceeding or Litigation. No suit, action, investigation,
     inquiry or other proceeding-by any governmental body or other person  or
     legal  or  administrative  proceeding  shall  have  been  instituted  or
     threatened against Mega which questions the validity or legality of  any
     of the transactions contemplated by this Agreement.

4.03.No  Injunction.  On  the  Closing  Date  there  shall  be  no  effective
     threatened injunction, writ, preliminary restraining order or any  order
     of any nature issued by a court of competent jurisdiction directing that
     the  transactions provided for herein or any of them not be  consummated
     as  so  provided or imposing any conditions on the consummation  of  the
     transaction  contemplated hereby which TTOYS deems unacceptable  in  its
     sole discretion.


                                  ARTICLE V
             ADDITIONAL COVENANTS AND AGREEMENTS OF THE PARTIES

5.01.Mutual  Release. At Closing, TTOYS shall enter into and deliver to  Mega
     and  MGGA,  and Mega and MGGA shall enter into and deliver to  TTOYS,  a
     mutual release in the form attached hereto (the "Mutual Release").

5.02.Survival  of  Obligations.  Notwithstanding  any  provisions   of   this
     Agreement or of any agreement, document, certificate or other instrument
     delivered  in  connection with the terms of this  Agreement,  including,
     without limitation, the Mutual Releases shall survive the Closing of the
     transactions contemplated by this Agreement.

5.03.Further Assurances. After the Closing, MGGA shall from time to time,  at
     the  reasonable  request of TTOYS, without cost  or  expense  to  TTOYS,
     execute  and  deliver such other instruments of conveyance and  transfer
     and  take  such  other  reasonable actions as are contemplated  by  this
     Agreement.

5.04.Employment of Employees by MGGA. Neither MGGA nor any affiliate of  MGGA
     shall employ or offer employment to any employee of Mega in any business
     during  a period of three years following the Closing without the  prior
     written consent of TTOYS.

MGGA Initial __    Mega Initial ___ TTOYS Initial ____ Tarnutzer Initial ___

<PAGE>

                        MEGA MICRO TECHNOLOGIES GROUP
                        SUBSIDIARY PURCHASE AGREEMENT


5.05.Reliance.  Except as otherwise represented, warranted or  set  forth  in
     this  Agreement,  TTOYS specifically agrees that it  has  purchased  the
     Assets and assumed the Assumed Liabilities "as is," "where is" and "with
     all  faults"  and  defects, both latent and patent,  known  or  unknown.
     Further, TTOYS specifically agrees that it is not relying upon any  oral
     discussions between its representatives and any other representative  of
     Mega  or MGGA in entering into this Agreement. TTOYS agrees that it  has
     performed a due diligence review of the Assets, Assumed Liabilities  and
     of  the  financial  condition and prospects of the  Business  in  making
     TTOYS's voluntary decision to enter into this Agreement. Further,  TTOYS
     specifically  agrees  that it will not hold MGGA,  or  their  employees,
     agents or owners, responsible for any information about Mega that  TTOYS
     did  not know at the time it entered into this Agreement as TTOYS agrees
     that  nothing Mega or MGGA, or its agents, employees or owners, said  or
     did, save and except for the agreements, covenants, representations  and
     warranties  specifically set forth within this Agreement, induced  TTOYS
     into entering into this Agreement.


                                 ARTICLE VI
         SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

6.01.        Investigations;   Survival   of   Warranties.   The   respective
     representations, warranties and covenants of Mega, MGGA  and  the  TTOYS
     contained  herein  or  in any certificates or other documents  delivered
     prior  to  or  at  the Closing shall not be deemed waived  or  otherwise
     affected  by any investigation made by any party hereto. Each and  every
     such representation, warranty, covenant and agreement shall survive  for
     a  period  of  two  (2)  years after the date  such  representation  and
     warranty  is  deemed  made,  except that (i)  the  tax  representations,
     warranties, covenants and agreements in Article VII shall survive and be
     enforceable  indefinitely, (ii) other covenants  and  agreements  to  be
     performed subsequent to the Closing, including without limitation  those
     covenants  contained in Articles IV and V above, shall  survive  and  be
     enforceable  for  period of the applicable statute of  limitations,  and
     (iii)  nothing  in  the  foregoing  shall  be  deemed  to  diminish  any
     Indemnifying    Party's   (as   hereinafter   defined)   indemnification
     obligations to an Indemnified Party respecting (a) any matter for  which
     written notice to the Indemnifying Party has been given prior to the end
     of   the   applicable  indemnification  period,  and  (b)   claims   for
     indemnification  for  tax  matters and common  law  fraud,  which  shall
     survive for the duration of the applicable statutes of limitations.

6.02.Indemnification.

     (a)  MGGA  agrees to save harmless, defend and indemnify TTOYS, and  any
          of  TTOYS's  respective  officers,  directors,  agents,  attorneys,
          accountants, or other representatives of such parties against,  and
          hold  them  harmless from any and all liabilities, of  every  kind,
          nature  and  description, fixed or contingent  (including,  without
          limitation,  reasonable  counsel fees,  expert  witness  fees,  and
          expenses  in  connection  with  any  action,  claim  or  proceeding
          relating to such liabilities) arising out of or relating to a

     MGGA Initial ___ Mega Initial __  TTOYS Initial _Tarnutzer Initial ___


<PAGE>
                        MEGA MICRO TECHNOLOGIES GROUP
                        SUBSIDIARY PURCHASE AGREEMENT

          breach  of  any of the representations and warranties or  covenants
          contained in this Agreement.

          (b)TTOYS  agrees  to save harmless, defend and indemnify  MGGA  and
          their    respective   officers,   directors,   agents,   attorneys,
          accountants,  or  other  representatives  against,  and  hold  them
          harmless  from any and all liabilities, of every kind,  nature  and
          description,  fixed  or contingent (including, without  limitation,
          reasonable  counsel  fees, expert witness  fees,  and  expenses  in
          connection with any  action, claim or proceeding relating  to  such
          liabilities)  arising out of a breach of any of the representations
          and warranties or covenants contained herein.

6.03 Injunctive  Relief.  Notwithstanding  the  provisions  of  Section  6.04
     hereof,  in the event of a breach or threatened breach by MGGA,  on  the
     one  hand,  or  TTOYS  on  the other hand, of  the  provisions  of  this
     Agreement,  TTOYS on the one hand, or MGGA on the other hand,  shall  be
     entitled in order to maintain the status quo ante pending the outcome of
     any arbitration pursuant to Section 6.04 hereof to seek an injunction or
     similar  equitable relief restraining the other party or  MGGA,  as  the
     case may be, from committing or continuing any such breach or threatened
     breach  or  granting  specific performance of any  act  required  to  be
     performed by the other party or MGGA, as the case may be, under any such
     provision. The parties hereto hereby consent to the jurisdiction of  the
     federal courts located in San Diego, California and the California state
     courts  located in the City of San Diego for any proceedings under  this
     Section  6.03.  The  parties  hereto  agree  that  the  availability  of
     arbitration  in Section 6.04 hereof shall not be used by  any  party  as
     grounds for the dismissal of any injunctive actions instituted by  TTOYS
     pursuant to this Section 6.03.

6.04.Dispute  Resolution.  The  parties  acknowledge  and  agree  that   this
     Agreement and any dispute hereunder shall be subject to and governed  by
     the dispute resolution provisions set forth in this section 4.4.

     (a)  DISPUTES.  MGGA  and TTOYS recognize that disputes  as  to  certain
          matters of this Agreement may from time to time arise which  relate
          to   either   party's  rights  and/or  obligations   hereunder   or
          thereunder.  It  is  the  objective of  the  parties  to  establish
          procedures  to facilitate the resolution of disputes arising  under
          this  Agreement  in an expedient manner by mutual  cooperation  and
          without  resort  to litigation. To accomplish this  objective,  the
          parties agree to follow the procedures set forth in this Article if
          and  when a dispute arises under this Agreement. In the event of  a
          dispute  between the Parties, any party may, by written  notice  to
          the  other,  have  such dispute referred to their respective  chief
          executive   officers  for  attempted  resolution  by   good   faith
          negotiations  within  fourteen  (14)  days  after  such  notice  is
          received. In the event the chief executive officers are not able to
          resolve  such  dispute,  either party may at  any  time  after  the
          fourteen  (14) day period seek to resolve the dispute  through  the
          other means provided in Section 6.04(b)

     MGGA Initial ___ Mega Initial ___ TTOYS Initial __Tarnutzer Initial __

<PAGE>
                        MEGA MICRO TECHNOLOGIES GROUP
                        SUBSIDIARY PURCHASE AGREEMENT


     (b)  ALTERNATIVE DISPUTE RESOLUTION. Any dispute, controversy  or  claim
          arising  out  of or relating to this Agreement, including,  without
          limitation,  disputes relating to alleged breach or to termination,
          shall  be settled by binding Alternative Dispute Resolution ("ADR")
          in  the manner described below.  If a party intends to begin an ADR
          to resolve a dispute, such party shall provide written notice (the
          "ADR  Request")  to the other party informing such other  party  of
          such  intention and the issues to be resolved. Within fifteen  (15)
          business  days  after receipt of the ADR Request, the  other  party
          may, by written notice to counsel for the party initiating ADR, add
          additional issues to be resolved.

     (c)  ARBITRATION PROCEDURE. The ADR shall be conducted pursuant  to  the
          Commercial   Arbitration   Rules  of   the   American   Arbitration
          Association   for   Large,   Complex   Cases   then   in    effect.
          Notwithstanding those rules, the following provisions  shall  apply
          to the ADR hereunder.

          (i)  ARBITRATOR. The arbitration shall be carried out by  a  single
               arbitrator,  who  shall be a retired United  States  judge  or
               justice  or  magistrate and shall be selected by  the  parties
               within  thirty  (30)  days of receipt of the  ADR  Request  in
               accordance with the procedure described below.

               (1)  The  parties  shall select an arbitrator as described  in
                    subsection (2) below, which arbitrator may but  need  not
                    be  selected from a list of arbitrators such as  the  CPR
                    Panel  of Distinguished Neutrals of the Center for Public
                    Resources,  subject  to:  (i)  his/her  availability  and
                    willingness  to  serve,  (ii)  his/her  availability   to
                    commence  the arbitration within a reasonable  period  of
                    time, (iii) his/her agreement to charge fees and expenses
                    that  are  reasonable under the circumstances,  and  (iv)
                    his/her  commitment to render his/her  award  within  the
                    time periods provided in this Section 6.04.

                    (2)   Each  party  will  exchange  a  list  of  ten  (10)
                    qualified arbitrators and in the event that both  parties
                    agree  to a single common name that person shall  be  the
                    arbitrator. In submitting the ten names, each party shall
                    prioritize  from  one  to  ten  the  persons   on   their
                    respective  lists. In the event that there is  more  than
                    one  common name on the parties' lists, the person having
                    the lowest combined priority number shall be the selected
                    arbitrator. The combined priority number shall be the sum
                    of  the  order  numbers assigned to that  person  by  the
                    parties.  Thus,  if  one  person was  MGGA's  number  two
                    priority  and TTOYS's number three priority, and  another
                    person  was MGGA's number two priority and TTOYS's number
                    four  priority,  the former would be appointed.  If  more
                    than  one person has the lowest combined priority number,
                    the  person for whom there is less difference between the
                    order numbers assigned by

MGGA Initial __  Mega Initial __  TTOYS Initial ____ Tarnutzer Initial _____

<PAGE>
                        MEGA MICRO TECHNOLOGIES GROUP
                        SUBSIDIARY PURCHASE AGREEMENT

                    the  parties shall be appointed. Thus, if one person  was
                    MGGA's  number  one  priority  and  TTOYS's  number  four
                    priority,  and  another  person  was  MGGA's  number  two
                    priority  and TTOYS's number three priority,  the  latter
                    person  would  be  appointed. If  this  method  does  not
                    produce  a  sole  arbitrator or if there  are  no  common
                    names,  the parties shall alternatively strike  from  the
                    combined list until one name remains, which shall be  the
                    selected  arbitrator. The party to strike first shall  be
                    determined by the toss of a coin.

               (3)  In  the  event  the  arbitrator is  unable  to  meet  the
                    requirements set forth in subsection (i) above, then,  in
                    the  event  the first selected arbitrator was  common  to
                    both lists and there was more than one common name on the
                    parties'  lists,  the arbitrator having the  next  lowest
                    combined priority number who is able and willing to serve
                    pursuant  to  these requirements shall  be  selected.  If
                    there  is no such individual, then the parties shall  use
                    the alternate strike method set forth above. In the event
                    an   arbitrator   selected  by   the   alternate   strike
                    methodology  is  unable or unwilling to serve  consistent
                    with the requirements set forth above, then the alternate
                    striking  procedure shall be retraced  in  reverse  order
                    until an arbitrator is selected.

                    The   arbitrator   shall   be   neutral,   disinterested,
                    impartial,  and  independent of the  parties  and  others
                    having any known interest in the outcome, and shall abide
                    by   the  AAA/ABA  Code  of  Ethics  for  Arbitrators  in
                    Commercial   Disputes.  There  shall  be  no   ex   parte
                    communications  with  the  arbitrator  either  before  or
                    during the arbitration, relating to the dispute or issues
                    involved in the dispute or the arbitrator's views on  any
                    such issue.

          (ii) INTERIM  REVIEW.  Either party may apply to any  court  having
               jurisdiction  hereof  and seek preliminary  injunctive  relief
               until  such time as the arbitration award is rendered  or  the
               controversy is otherwise resolved.

          (iii)LOCATION.  Any  arbitration  under  Section  6.04   shall   be
               conducted in San Diego, California.

          (iv) DISCOVERY PROCEEDINGS AND HEARINGS. The parties shall have the
               right  to  undertake such limited discovery  as  is  expressly
               authorized  by the arbitrator upon a determination  that  such
               discovery  is  reasonably necessary to enable  the  requesting
               party to prepare and present its claims and/or defenses at the
               hearing. Discovery shall be conducted pursuant to Rules  26-37
               of  the  Federal Rules of Civil Procedure (with references  to
               "court" in those Rules being considered

MGGA Initial __   Mega Initial ___ TTOYS Initial ___  Tarnutzer Initial _____

<PAGE>
                        MEGA MICRO TECHNOLOGIES GROUP
                        SUBSIDIARY PURCHASE AGREEMENT

               references to the "arbitrator") except as they may be modified
               by the arbitrator. In addition:

               (1)  The  arbitrator  will  determine  the  specific  location
                    within  the State of California and the date and time  of
                    the  arbitration  hearing, which will commence  no  later
                    than  ninety  (90) days after the date of the appointment
                    of the arbitrator. The arbitrator will provide reasonable
                    notice of the hearing date and time.

               (2)  The  arbitrator  will ordinarily conduct the  arbitration
                    hearing  in  the  manner set forth in this  Section  6.04
                    except  that  the Federal Rules of Evidence shall  apply.
                    The  arbitrator shall render its decision in writing.  If
                    the  AAA  rules  and  the rules of  this  subsection  (2)
                    conflict in any manner, the rules of this subsection  (2)
                    shall  prevail. The arbitrator must hold an oral hearing,
                    but  may  impose reasonable time limits on each phase  of
                    the   proceeding  and  may  limit  testimony  to  exclude
                    evidence  that would be immaterial or unduly  repetitive,
                    provided that all parties are afforded the opportunity to
                    present  material  and relevant evidence  and  that  each
                    party is given at least an approximately equal amount  of
                    time for presentation of its case.

               (3)  The  arbitrator will require witnesses to  testify  under
                    oath if requested by any party.

               (4)  Any  party  desiring a stenographic record may  secure  a
                    court reporter to attend the proceedings.

               (5)  The  arbitrator will determine the order of proof,  which
                    will  generally  be  similar to that of  a  court  trial,
                    including opening and closing statements.

               (6)  When  the  arbitrator determines that  all  relevant  and
                    material evidence and arguments have been presented,  the
                    arbitrator   will   declare  the  hearing   closed.   The
                    arbitrator may defer the closing of the hearing for up to
                    ten  (10)  days  to permit the parties  to  submit  post-
                    hearing briefs and or to make closing arguments,  as  the
                    arbitrator deems appropriate, before rendering an award.

               (7)  The  arbitrator will render the award and  its  decisions
                    within thirty (30) days after the date of the closing  of
                    the  hearing  or,  if  an arbitration  hearing  has  been
                    waived,  within thirty (30) days after the  date  of  the
                    arbitrator's  receiving all materials  specified  by  the
                    parties.  The  decision and award of the arbitrator  will
                    constitute  the arbitration award and will be binding  on
                    the parties.

  MGGA Initial ___ Mega Initial ____TTOYS Initial ___Tarnutzer Initial___
<PAGE>

                        MEGA MICRO TECHNOLOGIES GROUP
                        SUBSIDIARY PURCHASE AGREEMENT


               (8)  The  arbitrator  shall,  in rendering  its  decision  and
                    award,  apply  the  substantive  law  of  the  State   of
                    California,  without  regard  to  its  conflict  of  laws
                    provisions,  except  that  the  interpretation   of   and
                    enforcement  of  this Article shall be  governed  by  the
                    Federal  Arbitration Act. The costs of the winning  party
                    and  its reasonable attorney's fees shall be paid by  the
                    losing party which shall be designated by the arbitrator.
                    If  the arbitrator is unable to designate a losing party,
                    it shall so state and each party shall bear its own costs
                    and attorneys fees.

          (v)  AWARD. The arbitrator is empowered to award any remedy allowed
               by  law,  including  money damages, prejudgment  interest  and
               attorneys'  fees,  and to grant final, complete,  interim,  or
               interlocutory    relief,    including    injunctive    relief.
               Notwithstanding  the foregoing, punitive or  multiple  damages
               may  not  be  awarded.  Judgment upon  any  arbitration  award
               hereunder  may  be  entered and enforced in any  court  having
               jurisdiction thereof.

          (vi) ARBITRATION  FEES. The fees of the arbitrator shall  be  split
               equally between the parties.

     (d)  CONFIDENTIALITY. The ADR proceeding shall be confidential  and  the
          arbitrator  shall issue appropriate protective orders to  safeguard
          each  party's confidential Information. Except as required by  law,
          no party shall make (or instruct the arbitrator to make) any public
          announcement  with respect to the proceedings or  decision  of  the
          arbitrator  without prior written consent of each other party.  The
          existence of any dispute submitted to ADR, and the award, shall  be
          kept  in  confidence by the parties and the arbitrator,  except  as
          required  in  connection with the enforcement of such award  or  as
          otherwise required by applicable law.

6.06.Limitation  on  Claims. TTOYS shall not be entitled to  make  any  claim
     under  this  Article VI unless and until the amount  of  such  claim  is
     reasonably  believed by TTOYS to be $10,000 or more or the aggregate  of
     all  claims  for  misrepresentation or breach of warranty  made  by  the
     claimant, shall exceed $20,000. A single claim which exceeds $10,000 may
     be collected from the first dollar owed through the total amount of such
     claim.  Multiple claims each of which is less than $10,000 but which  in
     the  aggregate  exceed  $20,000  may be collected  from  dollar  $10,001
     through the total amount of such claim. The aggregate obligation of Mega
     to  indemnify TTOYS under this Agreement shall be limited to the  amount
     of the Purchase Price received by Mega pursuant to this Agreement.

MGGA Initial ____Mega Initial ___ TTOYS Initial ____ Tarnutzer Initial _____

<PAGE>
                        MEGA MICRO TECHNOLOGIES GROUP
                        SUBSIDIARY PURCHASE AGREEMENT


6.07.Settlement of Third Party Claims. Should any claim be made by  a  person
     or  entity  not  a party to this Agreement with respect  to  any  matter
     covered  by  the  indemnities contained in this  Article  VI,  including
     without limitation, any claim by a governmental body in connection  with
     the  audit  of  any  federal, state or local tax return,  the  party  or
     parties being indemnified (the "Indemnified Party"), on not less than 30
     days'  notice to the party making the indemnification (the "Indemnifying
     Party"),  may make settlement (including payment in full) of such  claim
     and  such  settlement shall be binding upon all parties hereto  for  the
     purposes hereof, unless within said 30-day period the Indemnifying Party
     shall have requested the Indemnified Party to contest such claim at  the
     expense of the Indemnifying Party. In such event, the Indemnified  Party
     shall, upon posting of the bond or alternative security described below,
     comply with such request and the Indemnifying Party shall have the right
     to  direct the defense of such claim or any litigation based thereon  at
     the Indemnifying Party's expense through counsel of its own choosing  on
     condition  that  such counsel agrees to look solely to the  Indemnifying
     Party  for  payment of its fees. If the Indemnifying Party  does  retain
     counsel  on such terms, then the Indemnified Party shall not be entitled
     to  indemnification under the next sentence of this  paragraph  for  the
     cost  of any separate counsel it may retain in the matter. In the  event
     the Indemnifying Party shall so request the Indemnified Party to contest
     such   claim,  the  Indemnifying  Party  shall  first  furnish  to   the
     Indemnified Party as indemnity against the contested claim a bond in the
     amount  of  the  third  party  claim plus the  amount  of  any  expenses
     reasonably likely to be incurred by the Indemnified Party in contesting,
     defending  and  litigating the same. In no event shall the  Indemnifying
     Party  or  its  counsel,  without  the  prior  written  consent  of  the
     Indemnified  Party, settle or compromise any claim  or  consent  to  the
     entry  of  any judgment which does not include as an unconditional  term
     thereof  the  giving by the claimant or the plaintiff to the Indemnified
     Party a release from all liability in respect of such claim.

6.08.Remedies Cumulative.  The remedies provided in this Article VI shall  be
     cumulative and shall not preclude assertion by any party hereto  of  any
     other  rights  or  the seeking of and other remedies against  the  other
     party hereto.


                                 ARTICLE VII
                          MISCELLANEOUS PROVISIONS

7.01.Amendments, Supplements, Etc. At any time this Agreement may be  amended
     or supplemented by such additional agreements, articles or certificates,
     as may be determined by the parties hereto to be necessary, desirable or
     expedient  to further the purposes of this Agreement, or to clarify  the
     intention  of the parties hereto, or to add to or modify the  covenants,
     terms  or  conditions hereof or to effect or facilitate any governmental
     approval or acceptance of this Agreement or to effect or facilitate  the
     filing or recording of this Agreement or the consummation of any of  the
     transactions contemplated hereby. Any such instrument must be in writing
     and signed by both parties.

MGGA Initial ____ Mega Initial ____TTOYS Initial ____  Tarnutzer Initial ___

<PAGE>

                        MEGA MICRO TECHNOLOGIES GROUP
                        SUBSIDIARY PURCHASE AGREEMENT


7.02.Waiver  of Compliance. Any failure of MGGA or TTOYS to comply  with  any
     obligation,  covenant, agreement or condition herein  may  be  expressly
     waived  in  writing by MGGA or TTOYS, respectively, but such  waiver  or
     failure to insist upon strict compliance with such obligation, covenant,
     agreement  or  condition shall not operate as a waiver of,  or  estoppel
     with respect to, any subsequent or other failure.

7.03.      Expenses;  Transfer  Taxes, Etc. Whether or  not  the  transaction
     contemplated  by this Agreement shall be consummated, MGGA  agrees  that
     all  fees  and expenses incurred by it in connection with this Agreement
     shall  be  borne  by  MGGA and TTOYS agrees that all fees  and  expenses
     incurred  by  it  in connection with this Agreement shall  be  borne  by
     TTOYS,  including, without limitation as to MGGA or TTOYS, all  fees  of
     counsel, actuaries and accountants.

7.04.Notices.   All  notices,  requests,  demands  and  other  communications
     required or permitted hereunder shall be in writing and shall be  deemed
     to  have  been  duly given if delivered by hand or mailed, certified  or
     registered mail with postage prepaid:

     (a)  If to MGGA, to:     Mega Micro Technologies Group
                              6455 S. Industrial Road, Suite G
                              Las Vegas, NV 89118
                              Attention: Thomas Embrogno, President

     with a copy to:          Stoecklein Law Group
                              402 West Broadway, Suite 400
                              San Diego, CA 92101
                              Attention: Donald J. Stoecklein, Esq.

or to such other person or address as MGGA shall furnish to TTOYS in writing.

     (b)  If to TTOYS, to:    Tarnutzer Toys LLC
                              __________________
                              __________________

or to such other person or address as TTOYS shall furnish to MGGA in writing.

7.05.Assignment;  Merger.  This Agreement and all of  the  provisions  hereof
     shall  be  binding upon and inure to the benefit of the parties  hereto.
     Neither  this Agreement nor any of the rights, interests or  obligations
     hereunder  shall  be assigned by any of the parties hereto  without  the
     prior written consent of the other parties, except by operation of law.

7.06.Governing Law. This Agreement and the legal relations among the  parties
     hereto shall be governed by and construed in accordance with the laws of
     the State of California without regard.

MGGA Initial ___  Mega Initial ____  TTOYS Initial ___ Tarnutzer Initial ___

<PAGE>
                        MEGA MICRO TECHNOLOGIES GROUP
                        SUBSIDIARY PURCHASE AGREEMENT


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

7.08.Headings.  The  headings of the Sections and Articles of this  Agreement
     are inserted for convenience only and shall not constitute a part hereof
     or affect in any way the meaning or interpretation of this Agreement.

7.09.Entire  Agreement. This Agreement, including the exhibits and  schedules
     hereto  and  the other documents and certificates delivered pursuant  to
     the  terms  hereof, set forth the entire agreement and understanding  of
     the  parties  hereto in respect of the subject matter contained  herein,
     and  supersede  all prior agreements, promises, covenants, arrangements,
     communications, representations or warranties, whether oral or  written,
     by any officer, employee or representative of any party hereto.

7.10.Third  Parties. Except as specifically set forth or referred to  herein,
     nothing herein expressed or implied is intended or shall be construed to
     confer  upon or give to any person or corporation other than the parties
     hereto and their successors or assigns, any rights or remedies under  or
     by reason of this Agreement.

7.11.      Severability. Should any provision of this Agreement be held by  a
     court  or  arbitration panel of competent jurisdiction to be enforceable
     only  if  modified, such holding shall not affect the  validity  of  the
     remainder of this Agreement, the balance of which shall continue  to  be
     binding  upon the parties hereto with any such modification to become  a
     part  hereof  and  treated  as  though  originally  set  forth  in  this
     Agreement.  The parties further agree that any such court or arbitration
     panel is expressly authorized to modify any such unenforceable provision
     of  this Agreement in lieu of severing such unenforceable provision from
     this  Agreement  in  its  entirety, whether by rewriting  the  offending
     provision,  deleting  any  or  all of the  offending  provision,  adding
     additional  language  to  this  Agreement,  or  by  making  such   other
     modifications  as  it  deems  warranted to  carry  out  the  intent  and
     agreement  of  the  parties as embodied herein  to  the  maximum  extent
     permitted  by  law. The parties expressly agree that this  Agreement  as
     modified by the court or the arbitration panel shall be binding upon and
     enforceable against each of them. In any event, should one  or  more  of
     the  provisions  of  this Agreement be held to be  invalid,  illegal  or
     unenforceable   in   any   respect,  such  invalidity,   illegality   or
     unenforceability  shall not affect any other provision  hereof,  and  if
     such  provision or provisions are not modified as provided  above,  this
     Agreement   shall   be  construed  as  if  such  invalid,   illegal   or
     unenforceable provisions had never been set forth herein.



                         [Signature Page to Follow]


MGGA Initial ____ Mega Initial ____ TTOYS Initial ___ Tarnutzer Initial ____
<PAGE>

                        MEGA MICRO TECHNOLOGIES GROUP
                        SUBSIDIARY PURCHASE AGREEMENT

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


Mega:                                        MGGA:

Mega Micro Technologies, Inc.,               Mega Micro Technologies Group,
a California corporation                     a Nevada corporation

By: _/s/ Thomas Embrogno_______             By:_/s/ Thomas Embrogno_____
    Thomas Embrogno, President               Thomas Embrogno, President


TOYS:                                        Tarnutzer:

Tarnutzer Toys LLC                           Jason Tarnutzer

By: /s/ Jason Tarnutzer  ______             /s/ Jason Tarnutzer_____