ACQUISITION AGREEMENT AND PLAN OF MERGER

                       DATED AS OF DECEMBER 23rd, 1999

                                   BETWEEN

                           MIRAGE COMPUTERS, INC.

                                     AND

                              MEGA MICRO, INC.

TABLE OF CONTENTS


ARTICLE 1. The Merger
  Section 1.1.                                        The Merger
  Section 1.2.                                    Effective Time
  Section 1.3.                             Closing of the Merger
  Section 1.4.                            Effects of the Merger.
  Section 1.5.      Formation of MIRG Subsidiary Corp.: Officers and Directors
  Section 1.6.             Board of Directors and Officers of MM
  Section 1.7.                              Conversion of Shares
  Section 1.8.                          Exchange of Certificates
  Section 1.9.                                     Stock Options
  Section 1.10.                                    Cash Payments
  Section 1.11.                     Taking of Necessary Action; Further Action

ARTICLE 2. Representations and Warranties of MCI
  Section 2.1.                     Organization and Qualification
  Section 2.2.                              Capitalization of MCI
  Section 2.3.            Authority Relative to this Agreement; Recommendation.
  Section 2.4.                  SEC Reports; Financial Statements
  Section 2.5.              Consents and Approvals; No Violations
  Section 2.6.                                         No Default
  Section 2.7.     No Undisclosed Liabilities; Absence of Changes
  Section 2.8.                                         Litigation
  Section 2.9.                     Compliance with Applicable Law
  Section 2.10.             Employee Benefit Plans; Labor Matters
  Section 2.11.                Environmental Laws and Regulations
  Section 2.12.                                       Tax Matters
  Section 2.13.                                 Title To Property
  Section 2.14.                             Intellectual Property
  Section 2.15.                                         Insurance
  Section 2.16.                                     Vote Required
  Section 2.17.                                     Tax Treatment
  Section 2.18.                                        Affiliates
  Section 2.19.                        Certain Business Practices
  Section 2.20.                                 Insider Interests
  Section 2.21.                      Opinion of Financial Adviser
  Section 2.22.                                           Brokers
  Section 2.23.                                        Disclosure
  Section 2.24.                            No Existing Discussion
  Section 2.25.                                Material Contracts

<PAGE>

ARTICLE 3. Representations and Warranties of MM.
  Section 3.1.                     Organization and Qualification
  Section 3.2.                               Capitalization of MM
  Section 3.3.            Authority Relative to this Agreement; Recommendation
  Section 3.4.                  SEC Reports; Financial Statements
  Section 3.5.                               Information Supplied
  Section 3.6.              Consents and Approvals; No Violations
  Section 3.7.                                         No Default
  Section 3.8      No Undisclosed Liabilities; Absence of Changes
  Section 3.9.                                         Litigation
  Section 3.10.                    Compliance with Applicable Law
  Section 3.11.             Employee Benefit Plans; Labor Matters
  Section 3.12.                Environmental Laws and Regulations
  Section 3.13.                                       Tax Matters
  Section 3.14.                                 Title to Property
  Section 3.15.                             Intellectual Property
  Section 3.16.                                         Insurance
  Section 3.17.                                     Vote Required
  Section 3.18.                                     Tax Treatment
  Section 3.19.                                        Affiliates
  Section 3.20.                        Certain Business Practices
  Section 3.21.                                 Insider Interests
  Section 3.22.                      Opinion of Financial Adviser
  Section 3.23.                                           Brokers
  Section 3.24.                                        Disclosure
  Section 3.25.                           No Existing Discussions
  Section 3.26.                                Material Contracts

ARTICLE 4. Covenants
  Section 4.1.                         Conduct of Business of MCI
  Section 4.2.                          Conduct of Business of MM
  Section 4.3.         Preparation of 8-K and the Proxy Statement
  Section 4.4.                         Other Potential Acquirers
  Section 4.5.                          Meetings of Stockholders
  Section 4.6.                                    Nasdaq Listing
  Section 4.7.                             Access to Information
  Section 4.8.        Additional Agreements; Reasonable Efforts.
  Section 4.9.     Employee Benefits; Stock Option and Employee Purchase Plans
  Section 4.10.                             Public Announcements
  Section 4.11.                                  Indemnification
  Section 4.12.                  Notification of Certain Matters

ARTICLE 5. Conditions to Consummation of the Merger
  Section 5.1.     Conditions to Each Party's Obligations to Effect the Merger
  Section 5.2.               Conditions to the Obligations of MCI
  Section 5.3.                Conditions to the Obligations of MM

<PAGE>

ARTICLE 6. Termination; Amendment; Waiver
  Section 6.1.                                        Termination
  Section 6.2.                              Effect of Termination
  Section 6.3.                                  Fees and Expenses
  Section 6.4.                                          Amendment
  Section 6.5.                                  Extension; Waiver

ARTICLE 7. Miscellaneous
  Section 7.1.      Nonsurvival of Representations and Warranties
  Section 7.2.                       Entire Agreement; Assignment
  Section 7.3.                                           Validity
  Section 7.4.                                            Notices
  Section 7.5.                                      Governing Law
  Section 7.6.                               Descriptive Headings
  Section 7.7.                                Parties in Interest
  Section 7.8.                               Certain Definitions
  Section 7.9.                                Personal Liability
  Section 7.10.                             Specific Performance
  Section 7.11.                                     Counterparts

<PAGE>
                        AGREEMENT AND PLAN OF MERGER

     This  Agreement  and  Plan  of Merger (this "Agreement"),  dated  as  of
December  23,  1999, is between MIRAGE COMPUTERS, INC., a Nevada  corporation
("MCI"), and MEGA MICRO, INC., a California corporation ("MM").

     Whereas,  the Boards of Directors of MCI and MM each have, in  light  of
and subject to the terms and conditions set forth herein, (i) determined that
the Merger (as defined below) is fair to their respective stockholders and in
the  best  interests  of such stockholders and (ii) approved  the  Merger  in
accordance with this Agreement;

     Whereas, for Federal income tax purposes, it is intended that the Merger
qualify  as  a reorganization under the provisions of Section 368(a)  of  the
Internal Revenue Code of 1986, as amended (the "Code"); and

     Whereas,  MCI and MM desire to make certain representations, warranties,
covenants  and agreements in connection with the Merger and also to prescribe
various conditions to the Merger.

     Now,   therefore,   in   consideration   of   the   premises   and   the
representations, warranties, covenants and agreements herein  contained,  and
intending to be legally bound hereby, MCI and MM hereby agree as follows:

                                  ARTICLE I

                                 The Merger

     Section  1.1. The Merger. At the Effective Time (as defined  below)  and
upon  the  terms  and  subject to the conditions of  this  Agreement  and  in
accordance  with  the  General Corporation Law of the state  of  Nevada  (the
"NGCL"),  Mirage Subsidiary Corp. ("MIRG") shall be merged with and  into  MM
(as  defined below) (the ''Merger`). Following the Merger, MM shall  continue
as the surviving corporation (the "Surviving Corporation"), shall continue to
be  governed  by  the  laws  of  the jurisdiction  of  its  incorporation  or
organization  and the separate corporate existence of MIRG shall  cease.  The
Merger is intended to qualify as a tax-free reorganization under Section  368
of the Code as relates to the non-cash exchange of stock referenced herein.

Section 1.2. Effective Time. Subject to the terms and conditions set forth in
this  Agreement, a Certificate of Merger (the "Merger Certificate") shall  be
duly executed and acknowledged by each of MM, MCI and MIRG and thereafter the
Merger  Certificate reflecting the Merger shall be delivered to the Secretary
of  State  of  the  State of Nevada for filing pursuant to the  NGCL  on  the
Closing  Date (as defined in Section 1.3). The Merger shall become  effective
at  such  time  as  a  properly executed and certified  copy  of  the  Merger
Certificate is duly filed by the Secretary of State of the State of Nevada in
accordance with the NGCL or such later time as the parties may agree upon and
set  forth  in  the Merger Certificate (the time at which the Merger  becomes
effective shall be referred to herein as the "Effective Time").

     Section  1.3.  Closing of the Merger. The closing  of  the  Merger  (the
"Closing")  will  take place at a time and on a date to be specified  by  the
parties,  which  shall  be  no  later than  the  second  business  day  after
satisfaction of the latest to occur of the conditions set forth in Article  5
(the  "Closing Date"), at the offices of Sperry Young & Stoecklein, 1850 East
Flamingo  Rd., Suite 111, Las Vegas, Nevada 89119, unless another time,  date
or place is agreed to in writing by the parties hereto.

     Section  1.4. Effects of the Merger. The Merger shall have  the  effects
set  forth in the NGCL. Without limiting the generality of the foregoing, and
subject   thereto,  at  the  Effective  Time,  all  the  properties,  rights,
privileges,  powers  and  franchises of MIRG  shall  vest  in  the  Surviving
Corporation,  and  all debts, liabilities and duties MIRG  shall  become  the
debts, liabilities and duties of the Surviving Corporation.

<PAGE>

     Section 1.5. Formation of MIRG; Officers and Directors.

     (a) Prior to the Effective Time, MCI and MM agree to take such action as
is  necessary  to  form a new corporation, with the name of  MIRG  Subsidiary
Corp.  ("MIRG"), under the laws of a jurisdiction to be mutually agreed  upon
by  MCI and MM and shall amend this Agreement to add MIRG as a party. MCI and
MM  agree  to  take such action as is necessary to cause MIRG to perform  the
various  covenants  and  agreements contained herein which  are  contemplated
herein to be performed by MIRG. Any covenants or agreements of MIRG contained
herein  shall be binding on MIRG as of the time MIRG becomes a party to  this
Agreement.

     (b)  The  Board  of  Directors of MIRG and officers  of  MIRG  shall  be
designated by MCI and MM upon the formation of MIRG.

     Section  1.6. Board of Directors and Officers of MM. (a) At or prior  to
the  Effective  Time, each of MM and MCI agrees to take  such  action  as  is
necessary (i) to cause the number of directors comprising the full  Board  of
Directors of MM to be four (4) persons and (ii) to cause Dr. Ulf Lindqwister,
Thomas  A.  Embrogno, David Steffey (the "MCI Designees") and David  Hodgson,
(the  "MM  Designee") to be elected as directors of MM.  In  addition,  David
Hodgson, as the sole stockholder of MM prior to the Effective Time shall take
all  action necessary to cause, to the greatest extent practicable,  the  MCI
Designees and the MM Designees to serve on MM's Board of Directors until  the
2000  Annual  Meeting.  If  any of the MCI Designees  or  the  MM  Designees,
respectively, shall decline or be unable to serve as a director prior to  the
Effective Time, MCI (if such person was a MCI Designee) or MM (if such person
was  a  MM  Designee), as the case may be, shall nominate another  person  to
serve  in  such person's stead which such person shall be subject to approval
of  the  other  party.  If  any of the MCI Designees  or  the  MM  Designees,
respectively,  shall decline or be unable to serve as a director  during  his
initial  term  following the Effective Time, the remaining MCI Designees  (if
such person was a MCI Designee) or the MM Designees (if such person was a  MM
Designee), as the case may be, shall nominate another person to serve in such
person's  stead,  which such person shall be subject to the approval  of  the
other party's designees.

     (a) From and after the Effective Time, until successors are duly elected
or  appointed and qualified in accordance with applicable law, the  directors
of  all of the subsidiaries of MM shall be the same, as changed from time  to
time, as the Board of Directors of MM.

     (b)  From  and after the Effective Time, and until successors  are  duly
elected or appointed and qualified in accordance with applicable law, Dr. Ulf
Lindqwister shall be Chief Executive Officer, President and Chairman  of  MM,
Dave  Hodgson  shall be Executive Vice President of Operations of  MM,  David
Steffey shall be Secretary, Treasurer and Chief Financial Officer of MM.

     Section 1.7. Conversion of Shares.

     (a)  At  the Effective Time, each share of common stock, par value  $.01
per share of MM (individually a "MM Share" and collectively, the "MM Shares")
issued  and  outstanding immediately prior to the Effective  Time  shall,  by
virtue  of the Merger and without any action on the part of MM, MCI, MIRG  or
the  holder  thereof,  be  converted into and shall  become  fully  paid  and
nonassessable  MCI  Common Share(s). MCI Shares and MM Shares  are  sometimes
referred  to collectively herein as "Shares." In exchange for his  shares  in
MM,  Dave  Hodgson shall receive, at Closing, the cash amount  set  forth  in
Paragraph 1.10 hereinbelow, and 625,000 MCI restricted common shares,  $0.001
par value and Lisa Hodgson shall receive 25,000 MCI restricted common shares,
$0.001 par value.

     (b) At the Effective Time, each MM Share held in the treasury of MM,  by
MM immediately prior to the Effective Time shall, by virtue of the Merger and
without  any  action on the part of MIRG, MM or MCI be canceled, retired  and
cease to exist and no payment shall be made with respect thereto.

     Section 1.8. Exchange of Certificates.

     (a)  Prior  to  the Effective Time, MIRG shall enter into  an  agreement
with,  and shall deposit with Sperry Young & Stoecklein, or such other  agent
or  agents  as may be satisfactory to MCI and MM (the "Exchange Agent'),  for
the  benefit  of the holders of MM Shares, for exchange through the  Exchange
Agent  in  accordance with this Article I: (i) certificates representing  the

<PAGE>

appropriate  number of MCI Shares to be issued to holders of  MM  Shares  and
(ii) cash to be paid in lieu of MCI Shares (such MCI Shares and such cash are
hereinafter referred to as the "Cash Fund") issuable pursuant to Section  1.7
in exchange for outstanding MM Shares.

     (b)  As  soon  as reasonably practicable after the Effective  Time,  the
Exchange  Agent  shall  mail to each holder of record  of  a  certificate  or
certificates  which  immediately  prior to  the  Effective  Time  represented
outstanding  MM Shares (the "Certificates") whose shares were converted  into
the  right  to receive MCI Shares pursuant to Section 1.7: (i)  a  letter  of
transmittal (which shall specify that delivery shall be effected, and risk of
loss  and  title  to the Certificates shall pass, only upon delivery  of  the
Certificates  to the Exchange Agent and shall be in such form and  have  such
other  provisions as MM and MCI may reasonably specify) and (ii) instructions
for  use  in  effecting  the surrender of the Certificates  in  exchange  for
certificates representing MCI Shares. Upon surrender of a Certificate to  the
Exchange Agent, together with such letter of transmittal, duly executed,  and
any  other  required  documents, the holder  of  such  Certificate  shall  be
entitled  to  receive  in exchange therefor a certificate  representing  that
number of whole MCI Shares and, if applicable, a check representing the  cash
consideration  to which such holder may be entitled on account  of  the  Cash
Fund,  which such holder has the right to receive pursuant to the  provisions
of  this  Article  I, and the Certificate so surrendered shall  forthwith  be
canceled. In the event of a transfer of ownership of MM Shares which are  not
registered  in  the  transfer records of MM, a certificate  representing  the
proper  number of MCI Shares may be issued to a transferee if the Certificate
representing such MM Shares is presented to the Exchange Agent accompanied by
all  documents required by the Exchange Agent or MIRG to evidence and  effect
such  transfer  and by evidence that any applicable stock transfer  or  other
taxes have been paid. Until surrendered as contemplated by this Section  1.8,
each  Certificate  shall be deemed at any time after the  Effective  Time  to
represent  only  the  right  to receive upon such surrender  the  certificate
representing MCI Shares and cash as contemplated by this Section 1.8.

     (c)  No  dividends  or other distributions declared or  made  after  the
Effective  Time  with  respect to MCI Shares with a  record  date  after  the
Effective  Time shall be paid to the holder of any unsurrendered  Certificate
with  respect  to the MCI Shares represented thereby and no cash  payment  in
lieu  of  fractional  shares shall be paid to any  such  holder  pursuant  to
Section 1.8(f) until the holder of record of such Certificate shall surrender
such Certificate.

     (d)  In the event that any Certificate for MM Shares or MCI Shares shall
have  been  lost,  stolen or destroyed, the Exchange  Agent  shall  issue  in
exchange therefor, upon the making of an affidavit of that fact by the holder
thereof such MCI Shares and cash in lieu of fractional MCI Shares, if any, as
may  be  required pursuant to this Agreement; provided, however, that MCI  or
the  Exchange Agent, may, in its respective discretion, require the  delivery
of a suitable bond, opinion or indemnity.

     (e)  All MCI Shares issued upon the surrender for exchange of MM  Shares
in  accordance  with the terms hereof (including any cash  paid  pursuant  to
Section 1.10 shall be deemed to have been issued in full satisfaction of  all
rights  pertaining to such MM Shares. There shall be no further  registration
of  transfers on the stock transfer books of MM of the MM shares  which  were
outstanding immediately prior to the Effective Time. If, after the  Effective
Time, Certificates are presented to MM for any reason, they shall be canceled
and exchanged as provided in this Article I.

     (f)  No fractional MCI Shares shall be issued in the Merger, but in lieu
thereof each holder of MM Shares otherwise entitled to a fractional MCI Share
shall,  upon  surrender of its, his or her Certificate  or  Certificates,  be
entitled  to  receive an amount of cash rounded to the nearest cent  (without
interest) determined by multiplying the fair market value of a MCI  Share  as
determined by the MCI Board of Directors by the fractional share interest  to
which  such holder would otherwise be entitled. The parties acknowledge  that
payment  of  the cash consideration in lieu of issuing additional shares  was
separately   bargained   for  consideration  and   may   constitute   taxable
consideration to the recipients.

     (g)  The MCI Shares issued herein, shall contain the following Rule  144
Restrictive Legend:

     Section  1.9.  Stock  Options. At the Effective Time,  each  outstanding
option to purchase MM Shares (a "MM Stock Option" or collectively, "MM  Stock
Options")  issued  pursuant  to any MM Stock Option  Plan  or  MM  Long  Term
Incentive Plan whether vested or not, shall be canceled.

<PAGE>

     Section  1.10.  Cash Payments. In addition to the shares of  MCI  Common
Shares  being  issued to the MM shareholders, MCI shall pay at the  Effective
Time,  $200,000 to Dave Hodgson. The MM shareholders acknowledge that payment
of  the cash consideration in lieu of exchanging shares of shares in MCI  may
constitute taxable consideration to such recipient parties.

     Section  1.11. Taking of Necessary Action; Further Action.  If,  at  any
time after the Effective Time, MIRG, MM or MCI reasonably determines that any
deeds, assignments, or instruments or confirmations of transfer are necessary
or  desirable  to carry out the purposes of this Agreement and  to  vest  MCI
possession to all assets, property, rights, privileges, powers and franchises
of MM, the officers and directors of MIRG, MCI and MM are fully authorized in
the  name  of  their respective corporations or otherwise to take,  and  will
take, all such lawful and necessary or desirable action.


                                  ARTICLE 2

                    Representations and Warranties of MCI

     Except  as set forth on the Disclosure Schedule delivered by MCI  to  MM
(the "MCI Disclosure Schedule"), MCI hereby represents and warrants to MM  as
follows:

     Section 2.1. Organization and Qualification.

     (a)  MCI is duly organized, validly existing and in good standing  under
the laws of the jurisdiction of its incorporation or organization and has all
requisite power and authority to own, lease and operate its properties and to
carry  on its businesses as now being conducted, except where the failure  to
be  so  organized, existing and in good standing or to have  such  power  and
authority would not have a Material Adverse Effect (as defined below) on MCI.
When  used  in connection with MCI, the term "Material Adverse Effect"  means
any  change  or  effect (i) that is or is reasonably likely to be  materially
adverse  to  the  business, results of operations,  condition  (financial  or
otherwise)  or prospects of MCI, other than any change or effect arising  out
of  general  economic conditions unrelated to any business in  which  MCI  is
engaged,  or  (ii)  that  may  impair the  ability  of  MCI  to  perform  its
obligations hereunder or to consummate the transactions contemplated hereby.

     (b)  MCI has heretofore delivered to MM accurate and complete copies  of
the Certificate of Incorporation and Bylaws (or similar governing documents),
as  currently in effect, of MCI. Except as set forth on Schedule 2.1  of  the
MCI  Disclosure  Schedule, MCI is duly qualified  or  licensed  and  in  good
standing  to  do  business in each jurisdiction in which the property  owned,
leased or operated by it or the nature of the business conducted by it  makes
such qualification or licensing necessary, except in such jurisdictions where
the  failure  to be so duly qualified or licensed and in good standing  would
not have a Material Adverse Effect on MCI.

     Section 2.2. Capitalization of MCI.

     (a)  The  authorized capital stock of MCI consists of: (i) Fifty Million
(50,000,000)  MCI  Shares at $.001 par value, of which, as  of  December  23,
1999,  8,001,492 MCI Shares were issued and outstanding, and  no  MCI  Shares
were  held  in  treasury. All of the outstanding MCI Shares  have  been  duly
authorized and validly issued, and are fully paid, nonassessable and free  of
preemptive rights. As of December 23, 1999, approximately 557,000 MCI  Shares
were  reserved  for  issuance and issuable upon or otherwise  deliverable  in
connection with the exercise of outstanding MCI Stock Options issued pursuant
to  the  MCI  Plans, and approximately 103,175 MCI Shares were  reserved  for
issuance  with  respect to Warrants. As of December 23,  1999,  approximately
764,000  Shares  were  reserved  for  issuance  pursuant  to  the  terms  and
conditions  of  various contractual agreements which have been executed  upon
except  for the issuance of the Shares. Inclusive of this 764,000 are 436,000
shares  committed to be issued under the first private placement  memorandum,
28,000 under the second private placement, and 300,000 pursuant to the  terms
and  conditions of the CEO's employment agreement. As of December  23,  1999,
approximately  150,000 shares of Preferred Stock were reserved  for  issuance
under terms of consulting and employment agreements. As of December 23, 1999,
3,500,000 shares were subject to cancellation under an agreement between  MCI
and  a  third  party  who acquired the Shares from a past  president  of  the
Company.  MCI is to issue 500,000 restricted 144 shares in exchange  for  the
cancellation of the 3,500,000 shares. Except as set forth above,  as  of  the

<PAGE>

date  hereof, there are no outstanding (i) shares of capital stock  or  other
voting  securities  of  MCI,  (ii) securities  of  MCI  convertible  into  or
exchangeable for shares of capital stock or voting securities of  MCI,  (iii)
options or other rights to acquire from MCI and, except as defined herein  no
obligations  of  MCI  to  issue,  any capital  stock,  voting  securities  or
securities  convertible  into or exchangeable for  capital  stock  or  voting
securities of MCI, and (iv) equity equivalents, interests in the ownership or
earnings of MCI or other similar rights (collectively, "MCI Securities").  As
of  the  date  hereof,  except as set forth on Schedule  2.2(a)  of  the  MCI
Disclosure  Schedule  there  are no outstanding obligations  of  MCI  or  its
subsidiaries to repurchase, redeem or otherwise acquire any MCI Securities or
stockholder  agreements, voting trusts or other agreements or  understandings
to  which  MCI is a party or by which it is bound relating to the  voting  or
registration  of  any shares of capital stock of MCI. For  purposes  of  this
Agreement,  ''Lien"  means,  with respect to any  asset  (including,  without
limitation,  any  security)  any  mortgage, lien,  pledge,  charge,  security
interest or encumbrance of any kind in respect of such asset.

     (b) The MCI Shares constitute the only class of equity securities of MCI
registered or required to be registered under the Exchange Act.

     (c)  MCI  does  not own directly or indirectly more than  fifty  percent
(50%) of the outstanding voting securities or interests (including membership
interests)  of  any  entity,  other than as  specifically  disclosed  in  the
disclosure documents.

     Section 2.3. Authority Relative to this Agreement; Recommendation.

     (a)  MCI has all necessary corporate power and authority to execute  and
deliver  this  Agreement  and  to  consummate the  transactions  contemplated
hereby. The execution and delivery of this Agreement and the consummation  of
the transactions contemplated hereby have been duly and validly authorized by
the  Board  of  Directors  of MCI (the "MCI Board") and  no  other  corporate
proceedings  on the part of MCI are necessary to authorize this Agreement  or
to consummate the transactions contemplated hereby, except, as referred to in
Section 2.17. This Agreement has been duly and validly executed and delivered
by  MCI  and  constitutes  a  valid, legal  and  binding  agreement  of  MCI,
enforceable against MCI in accordance with its terms.

     (b) The MCI Board has resolved to recommend that the stockholders of MCI
approve and adopt this Agreement.

     Section 2.4. SEC Reports; Financial Statements.

     (a)  MCI intends to file all required forms, reports and documents  with
the  Securities  and Exchange Commission (the "SEC") prior  to  May  1  2000,
report meeting all applicable requirements of the Securities Act of 1933,  as
amended  (the  "Securities Act"), and the Exchange Act  (and  the  rules  and
regulations promulgated thereunder, respectively).

     (b) MCI has heretofore made available or promptly will make available to
MM  a  complete and correct copy of documents or other instruments which  are
required to be filed by MCI with the SEC pursuant to the Exchange Act.

     Section  2.5. Consents and Approvals; No Violations. Except for filings,
permits, authorizations, consents and approvals as may be required under, and
other applicable requirements of, the Securities Act, the Exchange Act, state
securities or blue sky laws, the Hart-Scott-Rodino Antitrust Improvements Act
of  1916, as amended (the ''HSR Act''), the rules of the National Association
of  Securities  Dealers,  Inc. ("NASD"), the filing and  recordation  of  the
Merger Certificate as required by the NGCL, and as set forth on Schedule  2.5
of  the  MCI Disclosure Schedule no filing with or notice to, and no  permit,
authorization,   consent  or  approval  of,  any   court   or   tribunal   or
administrative,  governmental  or regulatory body,  agency  or  authority  (a
"Governmental Entity") is necessary for the execution and delivery by MCI  of
this  Agreement  or the consummation by MCI of the transactions  contemplated
hereby,  except  where  the  failure to obtain such permits,  authorizations,
consents  or approvals or to make such filings or give such notice would  not
have a Material Adverse Effect on MCI.

     Except  as  set  forth  in Section 2.5 of the MCI  Disclosure  Schedule,
neither the execution, delivery and performance of this Agreement by MCI  nor

<PAGE>

the  consummation  by MCI of the transactions contemplated  hereby  will  (i)
conflict  with  or  result in any breach of any provision of  the  respective
Certificate  of Incorporation or Bylaws (or similar governing  documents)  of
MCI,  (ii) result in a violation or breach of, or constitute (with or without
due notice or lapse of time or both) a default (or give rise to any right  of
termination, amendment, cancellation or acceleration or Lien) under,  any  of
the  terms,  conditions or provisions of any note, bond, mortgage, indenture,
lease,  license,  contract, agreement or other instrument  or  obligation  to
which  MCI  is  a party or by which any of its properties or  assets  may  be
bound,  or  (iii) violate any order, writ, injunction, decree, law,  statute,
rule  or  regulation  applicable to MCI or any of its properties  or  assets,
except  in  the  case of (ii) or (iii) for violations, breaches  or  defaults
which would not have a Material Adverse Effect on MCI.

     Section  2.6. No Default. Except as set forth in Section 2.6 of the  MCI
Disclosure Schedule, MCI is not in breach, default or violation (and no event
has  occurred which with notice or the lapse of time or both would constitute
a breach default or violation) of any term, condition or provision of (i) its
Certificate of Incorporation or Bylaws (or similar governing documents), (ii)
any  note, bond, mortgage, indenture, lease, license, contract, agreement  or
other instrument or obligation to which MCI is now a party or by which any of
its  respective  properties or assets may be bound or (iii) any  order,  writ
injunction, decree, law, statute, rule or regulation applicable to MCI or any
of  its respective properties or assets, except in the case of (ii) or  (iii)
for  violations, breaches or defaults that would not have a Material  Adverse
Effect  on  MCI.  Except as set forth in Section 2.6 of  the  MCI  Disclosure
Schedule,  each  note, bond, mortgage, indenture, lease,  license,  contract,
agreement or other instrument or obligation to which MCI is now a party or by
which  its  respective properties or assets may be bound that is material  to
MCI  and  that has not expired is in full force and effect and is not subject
to  any  material  default thereunder of which MCI  is  aware  by  any  party
obligated to MCI thereunder.

     Section  2.7. No Undisclosed Liabilities; Absence of Changes. Except  as
set forth in Section 2.7 of the MCI Disclosure Schedule and except as and  to
the  extent publicly disclosed by MCI in the MCI Form 15c211, as of  December
31,  1998,  MCI does not have any liabilities or obligations of  any  nature,
whether  or  not accrued, contingent or otherwise, that would be required  by
generally  accepted accounting principles to be reflected on a balance  sheet
of  MCI  (including the notes thereto) or which would have a Material Adverse
Effect on MCI. Except as publicly disclosed by MCI, since December 31,  1998,
MCI  has  not incurred any liabilities of any nature, whether or not accrued,
contingent  or  otherwise, which could reasonably be expected  to  have,  and
there  have been no events, changes or effects with respect to MCI having  or
which reasonably could be expected to have, a Material Adverse Effect on MCI.
Except  as  and  to the extent disclosed by MCI on 2.7 of the MCI  Disclosure
Schedule, since December 31, 1998, there has not been (i) any material change
by  MCI  in  its accounting methods, principles or practices (other  than  as
required  after  the date hereof by concurrent changes in generally  accepted
accounting  principles), (ii) any revaluation by MCI of  any  of  its  assets
having  a Material Adverse Effect on MCI, including, without limitation,  any
write-down  of the value of any assets other than in the ordinary  course  of
business  or  (iii)  any other action or event that would have  required  the
consent  of any other party hereto pursuant to Section 4.1 of this  Agreement
had such action or event occurred after the date of this Agreement.

     Section  2.8.  Litigation. Except as publicly disclosed by  MCI  herein,
there  is no suit, claim, action, proceeding or investigation pending or,  to
the  knowledge  of MCI, threatened against MCI or any of its subsidiaries  or
any  of  their respective properties or assets before any Governmental Entity
which, individually or in the aggregate, could reasonably be expected to have
a  Material Adverse Effect on MCI or could reasonably be expected to  prevent
or delay the consummation of the transactions contemplated by this Agreement.
Except  as  disclosed  herein, MCI is not subject to any  outstanding  order,
writ,  injunction or decree which, insofar as can be reasonably  foreseen  in
the future, could reasonably be expected to have a Material Adverse Effect on
MCI  or could reasonably be expected to prevent or delay the consummation  of
the transactions contemplated hereby.

     Section 2.9. Compliance with Applicable Law. Except as disclosed by  MCI
herein,  MCI holds all permits, licenses, variances, exemptions,  orders  and
approvals  of all Governmental Entities necessary for the lawful  conduct  of
their respective businesses (the `'MCI Permits"), except for failures to hold
such  permits,  licenses, variances, exemptions, orders and  approvals  which
would  not have a Material Adverse Effect on MCI. Except as disclosed by  MCI
herein, MCI is in compliance with the terms of the MCI Permits, except  where
the  failure  so to comply would not have a Material Adverse Effect  on  MCI.
Except  as  disclosed herein, the business of MCI is not being  conducted  in
violation  of  any  law, ordinance or regulation of any  Governmental  Entity
except  that no representation or warranty is made in this Section  2.9  with
respect  to Environmental Laws (as defined in Section 2.11 below) and  except

<PAGE>

for  violations  or  possible  violations  which  do  not,  and,  insofar  as
reasonably  can be foreseen, in the future will not, have a Material  Adverse
Effect  on MCI. Except as disclosed by MCI herein, no investigation or review
by  any  Governmental  Entity with respect to  MCI  is  pending  or,  to  the
knowledge  of  MCI,  threatened,  nor, to  the  knowledge  of  MCI,  has  any
Governmental Entity indicated an intention to conduct the same,  other  than,
in  each  case, those which MCI reasonably believes will not have a  Material
Adverse Effect on MCI.

     Section 2.10. Employee Benefit Plans; Labor Matters.

     (a)  Except  as  set  forth in Section 2.10(a)  of  the  MCI  Disclosure
Schedule  with  respect  to  each  employee benefit  plan,  program,  policy,
arrangement  and  contract  (including,  without  limitation,  any  "employee
benefit  plan," as defined in Section 3(3) of the Employee Retirement  Income
Security Act of 1974, as amended ("ERISA")), maintained or contributed to  at
any time by MCI or any entity required to be aggregated with MCI pursuant  to
Section  414 of the Code (each, a "MCI Employee Plan"), no event has occurred
and  to the knowledge of MCI, no condition or set of circumstances exists  in
connection with which MCI could reasonably be expected to be subject  to  any
liability which would have a Material Adverse Effect on MCI.

     (b) (i) No MCI Employee Plan is or has been subject to Title IV of ERISA
or  Section  412  of the Code; and (ii) each MCI Employee  Plan  intended  to
qualify  under Section 401(a) of the Code and each trust intended to  qualify
under  Section  501(a)  of the Code is the subject of  a  favorable  Internal
Revenue  Service determination letter, and nothing has occurred  which  could
reasonably be expected to adversely affect such determination.

     (c) Section 2.10(c) of the MCI Disclosure Schedule sets forth a true and
complete list, as of the date of this Agreement, of each person who holds any
MCI  Stock Options, together with the number of MCI Shares which are  subject
to  such  option, the date of grant of such option, the extent to which  such
option  is  vested  (or will become vested as a result of  the  Merger),  the
option price of such option (to the extent determined as of the date hereof),
whether  such option is a nonqualified stock option or is intended to qualify
as  an  incentive stock option within the meaning of Section  422(b)  of  the
Code,  and  the expiration date of such option. Section 2.10(c)  of  the  MCI
Disclosure Schedule also sets forth the total number of such incentive  stock
options  and  such nonqualified options. MCI has furnished MM  with  complete
copies  of  the  plans pursuant to which the MCI Stock Options  were  issued.
Other  than the automatic vesting of MCI Stock Options that may occur without
any action on the part of MCI or its officers or directors, MCI has not taken
any  action  that  would result in any MCI Stock Options  that  are  unvested
becoming  vested  in  connection with or as a result  of  the  execution  and
delivery   of   this  Agreement  or  the  consummation  of  the  transactions
contemplated hereby.

     (d)  MCI  has  made available to MM (i) a description of  the  terms  of
employment and compensation arrangements of all officers of MCI and a copy of
each  such agreement currently in effect; (ii) copies of all agreements  with
consultants  who are individuals obligating MCI to make annual cash  payments
in  an amount exceeding $60,000; (iii) a schedule listing all officers of MCI
who  have  executed a non-competition agreement with MCI and a copy  of  each
such  agreement  currently in effect; (iv) copies (or  descriptions)  of  all
severance  agreements, programs and policies of MCI with or relating  to  its
employees, except programs and policies required to be maintained by law; and
(v)  copies of all plans, programs, agreements and other arrangements of  MCI
with  or relating to its employees which contain change in control provisions
all of which are set forth in Section 2.10(d) of the MCI Disclosure Schedule.

     (e)   There  shall  be  no  payment,  accrual  of  additional  benefits,
acceleration  of payments, or vesting in any benefit under any  MCI  Employee
Plan or any agreement or arrangement disclosed under this Section 2.10 solely
by   reason   of  entering  into  or  in  connection  with  the  transactions
contemplated by this Agreement.

     (f)  There  are  no controversies pending or, to the knowledge  of  MCI,
threatened, between MCI and any of their employees, which controversies  have
or  could  reasonably be expected to have a Material Adverse Effect  on  MCI.
Neither  MCI  nor  any  of  its subsidiaries is a  party  to  any  collective
bargaining  agreement  or other labor union contract  applicable  to  persons
employed  by MCI or any of its subsidiaries (and neither MCI nor any  of  its
subsidiaries  has  any outstanding material liability  with  respect  to  any
terminated collective bargaining agreement or labor union contract), nor does
MCI  know of any activities or proceedings of any labor union to organize any
of  its  or  employees.  MCI has no knowledge of any strike,  slowdown,  work
stoppage,  lockout  or  threat thereof, by or with  respect  to  any  of  its
employees.

<PAGE>

     Section 2.11. Environmental Laws and Regulations.

     (a) Except as disclosed by MCI herein, (i) MCI is in material compliance
with  all  applicable federal, state, local and foreign laws and  regulations
relating  to  pollution  or  protection of human health  or  the  environment
(including,  without  limitation, ambient air, surface water,  ground  water,
land  surface  or  subsurface strata) (collectively,  "Environmental  Laws"),
except  for non-compliance that would not have a Material Adverse  Effect  on
MCI, which compliance includes, but is not limited to, the possession by  MCI
of  all material permits and other governmental authorizations required under
applicable  Environmental Laws, and compliance with the terms and  conditions
thereof; (ii) MCI has not received written notice of, or, to the knowledge of
MCI,  is  the  subject of, any action, cause of action, claim, investigation,
demand  or  notice  by  any  person or entity  alleging  liability  under  or
non-compliance  with any Environmental Law (an ''Environmental  Claim")  that
could  reasonably be expected to have a Material Adverse Effect on  MCI;  and
(iii) to the knowledge of MCI, there are no circumstances that are reasonably
likely to prevent or interfere with such material compliance in the future.

     (b)  Except as set forth in Section 2.11 of the MCI Disclosure Schedule,
there are no Environmental Claims which could reasonably be expected to  have
a  Material  Adverse Effect on MCI that are pending or, to the  knowledge  of
MCI,  threatened against MCI or, to the knowledge of MCI, against any  person
or  entity  whose liability for any Environmental Claim MCI has or  may  have
retained or assumed either contractually or by operation of law.

     Section 2.12. Tax Matters.

     (a)  Except as set forth in Section 2.12 of the MCI Disclosure Schedule:
(i)  MCI  has filed or has had filed on its behalf in a timely manner (within
any  applicable  extension periods) with the appropriate Governmental  Entity
all income and other material Tax Returns (as defined herein) with respect to
Taxes  (as  defined herein) of MCI and all Tax Returns were in  all  material
respects true, complete and correct; (ii) all material Taxes with respect  to
MCI  have been paid in full or have been provided for in accordance with GAAP
on  MCI's  most recent balance, (iii) there are no outstanding agreements  or
waivers  extending  the  statutory period of limitations  applicable  to  any
federal,  state,  local  or  foreign income or  other  material  Tax  Returns
required to be filed by or with respect to MCI; (iv) to the knowledge of  MCI
none  of the Tax Returns of or with respect to MCI is currently being audited
or  examined by any Governmental Entity; and (v) no deficiency for any income
or  other material Taxes has been assessed with respect to MCI which has  not
been abated or paid in full.

     (b)  For  purposes of this Agreement, (i) "Taxes" shall mean all  taxes,
charges,  fees,  levies or other assessments, including, without  limitation,
income,  gross receipts, sales, use, ad valorem, goods and services, capital,
transfer,  franchise,  profits,  license, withholding,  payroll,  employment,
employer health, excise, estimated, severance, stamp, occupation, property or
other  taxes,  customs  duties, fees, assessments  or  charges  of  any  kind
whatsoever, together with any interest and any penalties, additions to tax or
additional  amounts  imposed by any taxing authority and  (ii)  "Tax  Return"
shall mean any report, return, documents declaration or other information  or
filing  required to be supplied to any taxing authority or jurisdiction  with
respect to Taxes.

     Section  2.13. Title to Property. MCI has good and defensible  title  to
all  of  its properties and assets, free and clear of all liens, charges  and
encumbrances except liens for taxes not yet due and payable and such liens or
other  imperfections of title, if any, as do not materially detract from  the
value  of or interfere with the present use of the property affected  thereby
or which, individually or in the aggregate, would not have a Material Adverse
Effect  on  MCI; and, to MCI's knowledge, all leases pursuant  to  which  MCI
leases from others real or personal property are in good standing, valid  and
effective in accordance with their respective terms, and there is not, to the
knowledge of MCI, under any of such leases, any existing material default  or
event of default (or event which with notice of lapse of time, or both, would
constitute a default and in respect of which MCI has not taken adequate steps
to  prevent such a default from occurring) except where the lack of such good
standing,  validity and effectiveness, or the existence of  such  default  or
event, would not have a Material Adverse Effect on MCI.

<PAGE>

     Section 2.14. Intellectual Property.

     (a)  MCI  owns, or possesses adequate licenses or other valid rights  to
use, all existing United States and foreign patents, trademarks, trade names,
service  marks, copyrights, trade secrets and applications therefor that  are
material  to  its  business  as currently conducted  (the  "MCI  Intellectual
Property Rights").

     (b)  The validity of the MCI Intellectual Property Rights and the  title
thereto  of MCI is not being questioned in any litigation to which MCI  is  a
party.

     (c)  Except  as  set  forth in Section 2.14(c)  of  the  MCI  Disclosure
Schedule,  the conduct of the business of MCI as now conducted does  not,  to
MCI's knowledge, infringe any valid patents, trademarks, trade names, service
marks or copyrights of others. The consummation of the transactions completed
hereby  will  not  result in the loss or impairment of any  MCI  Intellectual
Property Rights.

     (d)  MCI has taken steps it believes appropriate to protect and maintain
its  trade secrets as such, except in cases where MCI has elected to rely  on
patent or copyright protection in lieu of trade secret protection.

     Section 2.15. Insurance. MCI maintains general liability, directors  and
officers  liability  and other business insurance that  MCI  believes  to  be
reasonably prudent for its business.

     Section 2.16. Vote Required. The affirmative vote of the holders  of  at
least  a  majority  of the outstanding MCI Shares is the  only  vote  of  the
holders  of  any class or series of MCI's capital stock necessary to  approve
and adopt this Agreement and the Merger.

     Section  2.17. Tax Treatment. Neither MCI nor, to the knowledge of  MCI,
any  of  its affiliates has taken or agreed to take action that would prevent
the Merger from constituting a reorganization qualifying under the provisions
of Section 368(a) of the Code.

     Section  2.18. Affiliates. Except for Principal MCI Stockholder  ("PCS")
and  the  directors and executive officers of MCI, each of whom is listed  in
Section 2.18 of the MCI Disclosure Schedule, there are no persons who, to the
knowledge of MCI, may be deemed to be affiliates of MCI under Rule 1-02(b) of
Regulation S-X of the SEC (the "MCI Affiliates").

     Section  2.19. Certain Business Practices. None of MCI or any directors,
officers,  agents  or employees of MCI has (i) used any  funds  for  unlawful
contributions,  gifts, entertainment or other unlawful expenses  relating  to
political  activity,  (ii) made any unlawful payment to foreign  or  domestic
government officials or employees or to foreign or domestic political parties
or  campaigns or violated any provision of the Foreign Corrupt Practices  Act
of 1977, as amended (the "FCPA"), or (iii) made any other unlawful payment.

     Section 2.20. Insider Interests. Except as set forth in Section 2.20  of
the  MCI Disclosure Schedule, neither MCI nor any officer or director of  MCI
has  any  interest  in any material property, real or personal,  tangible  or
intangible,  including  without limitation,  any  computer  software  or  MCI
Intellectual Property Rights, used in or pertaining to the business  of  MCI,
expect   for  the  ordinary  rights  of  a  stockholder  or  employee   stock
optionholder.

     Section 2.21. Opinion of Financial Adviser. No advisers, as of the  date
hereof, have delivered to the MCI Board a written opinion to the effect that,
as of such date, the exchange ratio contemplated by the Merger is fair to the
holders of MCI Shares.

     Section  2.22.  Brokers. No broker, finder or investment  banker  (other
than  the  MCI Financial Adviser, a true and correct copy of whose engagement
agreement has been provided to MM) is entitled to any brokerage, finder's  or
other  fee or commission in connection with the transactions contemplated  by
this Agreement based upon arrangements made by or on behalf of MCI.

     Section  2.23. Disclosure. No representation or warranty of MCI in  this
Agreement   or  any  certificate,  schedule,  document  or  other  instrument
furnished or to be furnished to MM pursuant hereto or in connection  herewith
contains,  as of the date of such representation, warranty or instrument,  or
will contain any untrue statement of a material fact or, at the date thereof,
omits  or  will omit to state a material fact necessary to make any statement
herein  or  therein, in light of the circumstances under which such statement
is or will be made, not misleading.

<PAGE>

     Section 2.24. No Existing Discussions. As of the date hereof, MCI is not
engaged, directly or indirectly, in any discussions or negotiations with  any
other  party  with  respect  to any Third Party Acquisition  (as  defined  in
Section 4.4).

     Section 2.25. Material Contracts.

     (a)  MCI  has delivered or otherwise made available to MM true,  correct
and  complete  copies  of all contracts and agreements (and  all  amendments,
modifications and supplements thereto and all side letters to which MCI is  a
party  affecting the obligations of any party thereunder) to which MCI  is  a
party  or  by  which  any of its properties or assets  are  bound  that  are,
material  to  the  business, properties or assets of MCI taken  as  a  whole,
including,  without  limitation, to the extent  any  of  the  following  are,
individually  or  in the aggregate, material to the business,  properties  or
assets  of  MCI  taken  as a whole, all: (i) employment,  product  design  or
development,  personal  services,  consulting,  non-competition,   severance,
golden parachute or indemnification contracts (including, without limitation,
any  contract  to  which  MCI is a party involving employees  of  MCI);  (ii)
licensing,  publishing,  merchandising  or  distribution  agreements;   (iii)
contracts  granting  rights  of  first refusal  or  first  negotiation;  (iv)
partnership  or joint venture agreements; (v) agreements for the acquisition,
sale  or lease of material properties or assets or stock or otherwise entered
into  since  December  1,  1998;  (vi)  contracts  or  agreements  with   any
Governmental Entity. and (vii) all commitments and agreements to  enter  into
any  of the foregoing (collectively, together with any such contracts entered
into in accordance with Section 4.1 hereof, the "MCI Contracts"). MCI is  not
a  party  to  or bound by any severance, golden parachute or other  agreement
with  any  employee  or  consultant pursuant to which such  person  would  be
entitled to receive any additional compensation or an accelerated payment  of
compensation as a result of the consummation of the transactions contemplated
hereby.

     (b)  Each  of  the MCI Contracts is valid and enforceable in  accordance
with  its  terms,  and there is no default under any MCI Contract  so  listed
either by MCI or, to the knowledge of MCI, by any other party thereto, and no
event  has  occurred that with the lapse of time or the giving of  notice  or
both  would  constitute a default thereunder by MCI or, to the  knowledge  of
MCI,  any other party, in any such case in which such default or event  could
reasonably be expected to have a Material Adverse Effect on MCI.

     (c) No party to any such MCI Contract has given notice to MCI of or made
a  claim against MCI with respect to any breach or default thereunder, in any
such  case  in which such breach or default could reasonably be  expected  to
have a Material Adverse Effect on MCI.

                                  ARTICLE 3

                    Representations and Warranties of MM

     Except  as set forth on the Disclosure Schedule delivered by MM  to  MCI
(the  "MM Disclosure Schedule"), MM hereby represents and warrants to MCI  as
follows:

     Section 3.1. Organization and Qualification.

     (a)  Each of MM and its subsidiaries is duly organized, validly existing
and  in good standing under the laws of the jurisdiction of its incorporation
or  organization and has all requisite power and authority to own, lease  and
operate its properties and to carry on its businesses as now being conducted,
except where the failure to be so organized, existing and in good standing or
to have such power and authority would not have a Material Adverse Effect (as
defined  below)  on MM. When used in connection with MM, the  term  "Material
Adverse  Effect''  means any change or effect (i) that is  or  is  reasonably
likely  to  be  materially adverse to the business,  results  of  operations,
condition  (financial or otherwise) or prospects of MM and its  subsidiaries,
taken  as  a  whole, other than any change or effect arising out  of  general
economic  conditions  unrelated  to  any  businesses  in  which  MM  and  its
subsidiaries  are  engaged, or (ii) that may impair  the  ability  of  MM  to
consummate the transactions contemplated hereby.

     (b)  MM has heretofore delivered to MCI accurate and complete copies  of
the Certificate of Incorporation and Bylaws (or similar governing documents),
as  currently  in  effect,  of MM. Each of MM and its  subsidiaries  is  duly
qualified  or  licensed  and  in  good  standing  to  do  business  in   each
jurisdiction  in which the property owned, leased or operated by  it  or  the

<PAGE>

nature  of the business conducted by it makes such qualification or licensing
necessary  except  in  such jurisdictions where the failure  to  be  so  duly
qualified or licensed and in good standing would not have a Material  Adverse
Effect on MM.

     Section 3.2. Capitalization of MM.

     (a) As of December 31, 1997, the authorized capital stock of MM consists
of  Ten Thousand (10,000) MM Shares, Five Thousand (5,000) Shares were issued
and  were  outstanding.  All of the outstanding  MM  Shares  have  been  duly
authorized and validly issued, and are fully paid, non-assessable and free of
preemptive rights.

     (b) Except as set forth in Section 3.2(b) of the MM Disclosure Schedule,
MM  is  the  record and beneficial owner of all of the issued and outstanding
shares of capital stock of its subsidiaries.

     (c) Except as set forth in Section 3.2(c) of the MM Disclosure Schedule,
between  December  31, 1998 and the date hereof, no shares  of  MM's  capital
stock  have been issued and no MM Stock options have been granted. Except  as
set  forth  in  Section  3.2(a) above, as of the date hereof,  there  are  no
outstanding  (i)  shares of capital stock or other voting securities  of  MM,
(ii)  securities  of MM or its subsidiaries convertible into or  exchangeable
for  shares  of  capital stock or voting securities of MM, (iii)  options  or
other rights to acquire from MM or its subsidiaries, or obligations of MM  or
its subsidiaries to issue, any capital stock, voting securities or securities
convertible  into or exchangeable for capital stock or voting  securities  of
MM, or (iv) equity equivalents, interests in the ownership or earnings of  MM
or  its subsidiaries or other similar rights (collectively, "MM Securities").
As  of the date hereof, there are no outstanding obligations of MM or any  of
its   subsidiaries  to  repurchase,  redeem  or  otherwise  acquire  any   MM
Securities.  There  are  no stockholder agreements, voting  trusts  or  other
agreements or understandings to which MM is a party or by which it  is  bound
relating to the voting or registration of any shares of capital stock of MM.

     (d) Except as set forth in Section 3.2(d) of the MM Disclosure Schedule,
there  are  no  securities  of MM convertible into or  exchangeable  for,  no
options  or  other  rights  to  acquire  from  MM,  and  no  other  contract,
understanding,   arrangement  or  obligation  (whether  or  not   contingent)
providing  for the issuance or sale, directly or indirectly, of  any  capital
stock  or  other  ownership  interests in, or any other  securities  of,  any
subsidiary of MM.

     (e)  The MM Shares constitute the only class of equity securities of  MM
or its subsidiaries.

     (f) Except as set forth in Section 3.2(f) of the MM Disclosure Schedule,
MM  does not own directly or indirectly more than fifty percent (50%) of  the
outstanding  voting securities or interests (including membership  interests)
of any entity.

     Section 3.3. Authority Relative to this Agreement; Recommendation.

     (a)  MM  has all necessary corporate power and authority to execute  and
deliver  this  Agreement  and  to  consummate the  transactions  contemplated
hereby. The execution and delivery of this Agreement and the consummation  of
the transactions contemplated hereby have been duly and validly authorized by
the  Board  of  Directors  of MM (the "MM Board"),  and  no  other  corporate
proceedings on the part of MM are necessary to authorize this Agreement or to
consummate  the transactions contemplated hereby, except, as referred  to  in
Section  3.17, the approval and adoption of this Agreement by the holders  of
at  least  a  majority of the then outstanding MM Shares. This Agreement  has
been  duly and validly executed and delivered by MM and constitutes a  valid,
legal and binding agreement of MM, enforceable against MM in accordance  with
its terms.

     (b)  The MM Board has resolved to recommend that the stockholders of  MM
approve and adopt this Agreement.

     Section  3.4. SEC Reports; Financial Statements. MM is not  required  to
file forms, reports and documents with the SEC.

     Section  3.5. Information Supplied. None of the information supplied  or
to be supplied by MM for inclusion or incorporation by reference to (i) the 8-
K  will, at the time the 8-K is filed with the SEC and at the time it becomes
effective  under  the  Securities Act, contain  any  untrue  statement  of  a
material  fact  or  omit  to state any material fact required  to  be  stated

<PAGE>

therein  or necessary to make the statements therein not misleading and  (ii)
the  Proxy Statement will, at the date mailed to stockholders of MCI, if any,
and at the times of the meeting or meetings of stockholders of MCI to be held
in  connection  with the Merger, contain any untrue statement of  a  material
fact  or  omit  to state any material fact required to be stated  therein  or
necessary  in  order  to  make  the  statements  therein,  in  light  of  the
circumstances under which they are made, not misleading. The Proxy Statement,
insofar  as  it relates to the meeting of MM's stockholders to  vote  on  the
Merger,  will comply as to form in all material respects with the  provisions
of  the  Exchange Act and the rules and regulations thereunder, and  the  8-K
will  comply as to form in all material respects with the provisions  of  the
Securities Act and the rules and regulations thereunder.

     Section 3.6. Consents and Approvals; No Violations. Except as set  forth
in  Section  3.6  of  the MM Disclosure Schedule, and for  filings,  permits,
authorizations,  consents and approvals as may be required under,  and  other
applicable  requirements  of, the Securities Act,  the  Exchange  Act,  state
securities  or  blue sky laws, the HSR Act, the rules of the  NASD,  and  the
filing and recordation of the Merger Certificate as required by the NGCL,  no
filing  with or notice to, and no permit, authorization, consent or  approval
of, any Governmental Entity is necessary for the execution and delivery by MM
of  this Agreement or the consummation by MM of the transactions contemplated
hereby,  except  where  the  failure to obtain such  permits,  authorizations
consents  or approvals or to make such filings or give such notice would  not
have a Material Adverse Effect on MM.

     Neither the execution, delivery and performance of this Agreement by  MM
nor  the consummation by MM of the transactions contemplated hereby will  (i)
conflict  with  or  result in any breach of any provision of  the  respective
Certificate of Incorporation or Bylaws (or similar governing documents) of MM
or  any  of  MM's subsidiaries, (ii) result in a violation or breach  of,  or
constitute  (with or without due notice or lapse of time or both)  a  default
(or  give  rise  to  any  right  of termination, amendment,  cancellation  or
acceleration  or Lien) under, any of the terms, conditions or  provisions  of
any  note, bond, mortgage, indenture, lease, license, contract, agreement  or
other instrument or obligation to which MM or any of MM's subsidiaries  is  a
party or by which any of them or any of their respective properties or assets
may  be  bound  or  (iii) violate any order, writ, injunction,  decree,  law,
statute,  rule or regulation applicable to MM or any of MM's subsidiaries  or
any  of their respective properties or assets, except in the case of (ii)  or
(iii)  for  violations, breaches or defaults which would not have a  Material
Adverse Effect on MM.

     Section  3.7.  No Default. None of MM or any of its subsidiaries  is  in
breach, default or violation (and no event has occurred which with notice  or
the lapse of time or both would constitute a breach, default or violation) of
any  term, condition or provision of (i) its Certificate of Incorporation  or
Bylaws  (or  similar  governing documents), (ii) any  note,  bond,  mortgage,
indenture,  lease,  license,  contract,  agreement  or  other  instrument  or
obligation to which MM or any of its subsidiaries is now a party or by  which
any  of them or any of their respective properties or assets may be bound  or
(iii)  any  order, writ, injunction, decree, law, statute, rule or regulation
applicable  to MM, its subsidiaries or any of their respective properties  or
assets,  except  in  the  case of (ii) or (iii) for violations,  breaches  or
defaults  that  would not have a Material Adverse Effect on  MM.  Each  note,
bond,  mortgage,  indenture,  lease, license, contract,  agreement  or  other
instrument  or  obligation to which MM or any of its subsidiaries  is  now  a
party or by which any of them or any of their respective properties or assets
may be bound that is material to MM and its subsidiaries taken as a whole and
that  has not expired is in full force and effect and is not subject  to  any
material default thereunder of which MM is aware by any party obligated to MM
or any subsidiary thereunder.

     Section  3.8. No Undisclosed Liabilities; Absence of Changes. Except  as
and  to  the extent disclosed by MM in the MM, none of MM or its subsidiaries
had  any  liabilities or obligations of any nature, whether or  not  accrued,
contingent  or  otherwise,  that  would be  required  by  generally  accepted
accounting principles to be reflected on a consolidated balance sheet  of  MM
and  its  consolidated subsidiaries (including the notes  thereto)  or  which
would  have a Material Adverse Effect on MM. Except as disclosed by MM,  none
of MM or its subsidiaries has incurred any liabilities of any nature, whether
or  not  accrued, contingent or otherwise, which could reasonably be expected
to have, and there have been no events, changes or effects with respect to MM
or  its subsidiaries having or which could reasonably be expected to have,  a
Material  Adverse Effect on MM. Except as and to the extent disclosed  by  MM
there  has not been (i) any material change by MM in its accounting  methods,
principles  or  practices (other than as required after the  date  hereof  by
concurrent  changes  in generally accepted accounting principles),  (ii)  any
revaluation  by MM of any of its assets having a Material Adverse  Effect  on
MM,  including, without limitation, any write-down of the value of any assets
other  than in the ordinary course of business or (iii) any other  action  or
event that would have required the consent of any other party hereto pursuant
to  Section 4.2 of this Agreement had such action or event occurred after the
date of this Agreement.

<PAGE>

     Section 3.9. Litigation. Except as set forth in Schedule 3.9 of  the  MM
Disclosure   Schedule  there  is  no  suit,  claim,  action,  proceeding   or
investigation  pending or, to the knowledge of MM, threatened against  MM  or
any  of  its  subsidiaries or any of their respective  properties  or  assets
before any Governmental Entity which, individually or in the aggregate, could
reasonably  be  expected to have a Material Adverse Effect  on  MM  or  could
reasonably  be  expected  to  prevent  or  delay  the  consummation  of   the
transactions contemplated by this Agreement. Except as disclosed by MM,  none
of  MM  or  its  subsidiaries  is  subject to any  outstanding  order,  writ,
injunction  or  decree which, insofar as can be reasonably  foreseen  in  the
future, could reasonably be expected to have a Material Adverse Effect on  MM
or  could reasonably be expected to prevent or delay the consummation of  the
transactions contemplated hereby.

     Section 3.10. Compliance with Applicable Law. Except as disclosed by MM,
MM  and  its  subsidiaries hold all permits, licenses, variances, exemptions,
orders  and  approvals of all Governmental Entities necessary for the  lawful
conduct  of  their  respective  businesses (the  "MM  Permits"),  except  for
failures  to hold such permits, licenses, variances, exemptions,  orders  and
approvals  which would not have a Material Adverse Effect on  MM.  Except  as
disclosed by MM, MM and its subsidiaries are in compliance with the terms  of
the  MM  Permits,  except where the failure so to comply  would  not  have  a
Material  Adverse Effect on MM. Except as disclosed by MM, the businesses  of
MM  and  its  subsidiaries are not being conducted in violation of  any  law,
ordinance   or  regulation  of  any  Governmental  Entity  except   that   no
representation  or  warranty is made in this Section  3.10  with  respect  to
Environmental Laws and except for violations or possible violations which  do
not, and, insofar as reasonably can be foreseen, in the future will not, have
a  Material  Adverse Effect on MM. Except as disclosed by MM no investigation
or  review  by any Governmental Entity with respect to MM or its subsidiaries
is  pending or, to the knowledge of MM, threatened, nor, to the knowledge  of
MM,  has any Governmental Entity indicated an intention to conduct the  same,
other than, in each case, those which MM reasonably believes will not have  a
Material Adverse Effect on MM.

     Section 3.11. Employee Benefit Plans; Labor Matters.

     (a)  With  respect  to  each  employee benefit  plan,  program,  policy,
arrangement  and  contract  (including,  without  limitation,  any  "employee
benefit  plan,"  as  defined  in  Section  3(3)  of  ERISA),  maintained   or
contributed  to  at  any time by MM, any of its subsidiaries  or  any  entity
required  to  be  aggregated with MM or any of its subsidiaries  pursuant  to
Section  414 of the Code (each, a "MM Employee Plan"), no event has  occurred
and,  to the knowledge of MM, no condition or set of circumstances exists  in
connection  with  which  MM or any of its subsidiaries  could  reasonably  be
expected  to be subject to any liability which would have a Material  Adverse
Effect on MM.

     (b)  (i) No MM Employee Plan is or has been subject to Title IV of ERISA
or  Section  412  of  the Code; and (ii) each MM Employee  Plan  intended  to
qualify  under Section 401(a) of the Code and each trust intended to  qualify
under  Section  501(a)  of the Code is the subject of  a  favorable  Internal
Revenue  Service determination letter, and nothing has occurred  which  could
reasonably be expected to adversely affect such determination.

     (c)  Section 3.11(c) of the MM Disclosure Schedule sets forth a true and
complete list, as of the date of this Agreement, of each person who holds any
MM  Stock Options, together with the number of MM Shares which are subject to
such  option,  the  date of grant of such option, the extent  to  which  such
option  is  vested  (or will become vested as a result of  the  Merger),  the
option price of such option (to the extent determined as of the date hereof),
whether  such option is a nonqualified stock option or is intended to qualify
as  an  incentive stock option within the meaning of Section  422(b)  of  the
Code,  and  the  expiration date of such option. Section 3.11(c)  of  the  MM
Disclosure Schedule also sets forth the total number of such incentive  stock
options  and  such nonqualified options. MM has furnished MCI  with  complete
copies of the plans pursuant to which the MM Stock Options were issued. Other
than  the  automatic vesting of MM Stock Options that may occur  without  any
action  on the part of MM or its officers or directors, MM has not taken  any
action  that would result in any MM Stock Options that are unvested  becoming
vested  in  connection with or as a result of the execution and  delivery  of
this Agreement or the consummation of the transactions contemplated hereby.

     (d)  MM  has  made available to MCI (i) a description of  the  terms  of
employment and compensation arrangements of all officers of MM and a copy  of
each  such agreement currently in effect; (ii) copies of all agreements  with
consultants who are individuals obligating MM to make annual cash payments in

<PAGE>

an  amount exceeding $60,000; (iii) a schedule listing all officers of MM who
have  executed a non-competition agreement with MM and a copy  of  each  such
agreement currently in effect; (iv) copies (or descriptions) of all severance
agreements,  programs and policies of MM with or relating to  its  employees,
except programs and policies required to be maintained by law; and (v) copies
of  all plans, programs, agreements and other arrangements of the MM with  or
relating to its employees which contain change in control provisions.

     (e) Except as disclosed in Section 3.11(e) of the MM Disclosure Schedule
there  shall  be no payment, accrual of additional benefits, acceleration  of
payments,  or  vesting  in  any benefit under any MM  Employee  Plan  or  any
agreement  or arrangement disclosed under this Section 3.11 solely by  reason
of  entering into or in connection with the transactions contemplated by this
Agreement.

     (f)  There  are  no  controversies pending or, to the  knowledge  of  MM
threatened, between MM or any of its subsidiaries and any of their respective
employees, which controversies have or could reasonably be expected to have a
Material  Adverse Effect on MM. Neither MM nor any of its subsidiaries  is  a
party  to  any collective bargaining agreement or other labor union  contract
applicable to persons employed by MM or any of its subsidiaries (and  neither
MM  nor  any of its subsidiaries has any outstanding material liability  with
respect  to  any  terminated collective bargaining agreement or  labor  union
contract),  nor does MM know of any activities or proceedings  of  any  labor
union to organize any of its or any of its subsidiaries' employees. MM has no
knowledge  of any strike, slowdown, work stoppage, lockout or threat  thereof
by or with respect to any of its or any of its subsidiaries' employees.

     Section 3.12. Environmental Laws and Regulations.

     (a) Except as disclosed by MM, (i) each of MM and its subsidiaries is in
material  compliance with all Environmental Laws, except  for  non-compliance
that  would  not  have  a  Material Adverse Effect on  MM,  which  compliance
includes, but is not limited to, the possession by MM and its subsidiaries of
all  material  permits and other governmental authorizations  required  under
applicable  Environmental Laws, and compliance with the terms and  conditions
thereof; (ii) none of MM or its subsidiaries has received written notice  of,
or,  to the knowledge of MM, is the subject of, any Environmental Claim  that
could  reasonably be expected to have a Material Adverse Effect  on  MM;  and
(iii)  to the knowledge of MM, there are no circumstances that are reasonably
likely to prevent or interfere with such material compliance in the future.

     (b)  Except as disclosed by MM, there are no Environmental Claims  which
could reasonably be expected to have a Material Adverse Effect on MM that are
pending  or,  to the knowledge of MM, threatened against MM  or  any  of  its
subsidiaries  or, to the knowledge of MM, against any person or entity  whose
liability for any Environmental Claim MM or its subsidiaries has or may  have
retained or assumed either contractually or by operation of law.

     Section 3.13. Tax Matters. Except as set forth in Section 3.13 of the MM
Disclosure Schedule: (i) MM and each of its subsidiaries has filed or has had
filed  on  its  behalf  in a timely manner (within any  applicable  extension
periods)  with  the  appropriate Governmental Entity  all  income  and  other
material Tax Returns with respect to Taxes of MM and each of its subsidiaries
and all Tax Returns were in all material respects true, complete and correct;
(ii)  all material Taxes with respect to MM and each of its subsidiaries have
been  paid in full or have been provided for in accordance with GAAP on  MM's
most  recent balance sheet which is part of the MM SEC Documents; (iii) there
are  no  outstanding agreements or waivers extending the statutory period  of
limitations  applicable to any federal, state, local  or  foreign  income  or
other  material Tax Returns required to be filed by or with respect to MM  or
its  subsidiaries; (iv) to the knowledge of MM none of the Tax Returns of  or
with  respect to MM or any of its subsidiaries is currently being audited  or
examined by any Governmental Entity; and (v) no deficiency for any income  or
other  material  Taxes has been assessed with respect to MM  or  any  of  its
subsidiaries which has not been abated or paid in full.

     Section  3.14.  Title to Property. MM and each of its subsidiaries  have
good  and  defensible title to all of their properties and assets,  free  and
clear  of all liens, charges and encumbrances except liens for taxes not  yet
due and payable and such liens or other imperfections of title, if any, as do
not materially detract from the value of or interfere with the present use of
the  property  affected thereby or which, individually or in  the  aggregate,
would  not have a Material Adverse Effect on MM; and, to MM's knowledge,  all
leases pursuant to which MM or any of its subsidiaries lease from others real
or  personal property are in good standing, valid and effective in accordance

<PAGE>

with  their respective terms, and there is not, to the knowledge of MM, under
any  of  such  leases, any existing material default or event of default  (or
event  which  with  notice  or lapse of time, or  both,  would  constitute  a
material default and in respect of which MM or such subsidiary has not  taken
adequate  steps  to prevent such a default from occurring) except  where  the
lack  of such good standing, validity and effectiveness, or the existence  of
such default or event of default would not have a Material Adverse Effect  on
MM.

     Section 3.15. Intellectual Property.

     (a) Each of MM and its subsidiaries owns, or possesses adequate licenses
or other valid rights to use, all existing United States and foreign patents,
trademarks,  trade  names,  services marks, copyrights,  trade  secrets,  and
applications  therefor  that  are  material  to  its  business  as  currently
conducted (the "MM Intellectual Property Rights").

     (b) Except as set forth in Section 3.15(b) of the MM Disclosure Schedule
the validity of the MM Intellectual Property Rights and the title thereto  of
MM  or  any  subsidiary, as the case may be, is not being questioned  in  any
litigation to which MM or any subsidiary is a party.

     (c)  The  conduct  of  the business of MM and its  subsidiaries  as  now
conducted   does  not,  to  MMis  knowledge,  infringe  any  valid   patents,
trademarks,   tradenames,  service  marks  or  copyrights  of   others.   The
consummation of the transactions contemplated hereby will not result  in  the
loss or impairment of any MM Intellectual Property Rights.

     (d)  Each  of  MM  and  its  subsidiaries has taken  steps  it  believes
appropriate  to  protect and maintain its trade secrets as  such,  except  in
cases where MM has elected to rely on patent or copyright protection in  lieu
of trade secret protection.

     Section  3.16.  Insurance.  MM  and its  subsidiaries  maintain  general
liability  and  other business insurance that MM believes  to  be  reasonably
prudent for its business.

     Section 3.17. Vote Required. The affirmative vote of the holders  of  at
least a majority of the outstanding MM Shares is the only vote of the holders
of  any class or series of MM's capital stock necessary to approve and  adopt
this Agreement and the Merger.

     Section 3.18. Tax Treatment. Neither MM nor, to the knowledge of MM, any
of  its  affiliates has taken or agreed to take any action that would prevent
the Merger from constituting a reorganization qualifying under the provisions
of Section 368(a) of the Code.

     Section  3.19.  Affiliates.  Except  for  the  directors  and  executive
officers  of MM, each of whom is listed in Section 3.19 of the MM  Disclosure
Schedule, there are no persons who, to the knowledge of MM, may be deemed  to
be  affiliates of MM under Rule 1-02(b) of Regulation S-x of the SEC (the "MM
Affiliates").

     Section  3.20.  Certain  Business Practices. None  of  MM,  any  of  its
subsidiaries or any directors, officers, agents or employees of MM or any  of
its  subsidiaries  has (i) used any funds for unlawful contributions,  gifts,
entertainment or other unlawful expenses relating to political activity, (ii)
made  any  unlawful  payment to foreign or domestic government  officials  or
employees  or  to  foreign  or domestic political  parties  or  campaigns  or
violated any provision of the FCPA, or (iii) made any other unlawful payment.

     Section 3.21. Insider Interests. Except as set forth in Section 3.21  of
the MM Disclosure Schedule, no officer or director of MM has any interest  in
any  material  property, real or personal, tangible or intangible,  including
without limitation, any computer software or MM Intellectual Property Rights,
used in or pertaining to the business of MM or any subsidiary, except for the
ordinary rights of a stockholder or employee stock optionholder.

     Section   3.22.   Opinion  of  Financial  Adviser.  MM  management   has
determined, without the advise of an outside Financial Adviser, to the effect
that,  as of such date the exchange ratio contemplated by the Merger is  fair
to the holders of MM Shares.

<PAGE>

     Section  3.23.  Brokers. No broker, finder or investment  banker  (other
than  the  MM Financial Adviser, a true and correct copy of whose  engagement
agreement has been provided to MCI) is entitled to any brokerage, finders  or
other  fee or commission in connection with the transactions contemplated  by
this Agreement based upon arrangements made by or on behalf of MM.

     Section  3.24. Disclosure. No representation or warranty of MM  in  this
Agreement   or  any  certificate,  schedule,  document  or  other  instrument
furnished or to be furnished to MCI pursuant hereto or in connection herewith
contains,  as of the date of such representation, warranty or instrument,  or
will contain any untrue statement of a material fact or, at the date thereof,
omits  or  will omit to state a material fact necessary to make any statement
herein  or  therein, in light of the circumstances under which such statement
is or will be made, not misleading.

     Section 3.25. No Existing Discussions. As of the date hereof, MM is  not
engaged, directly or indirectly, in any discussions or negotiations with  any
other  party  with  respect  to any Third Party Acquisition  (as  defined  in
Section 5.4).

     Section 3.26. Material Contracts.

     (a)  MM  has delivered or otherwise made available to MCI true,  correct
and  complete  copies  of all contracts and agreements (and  all  amendments,
modifications and supplements thereto and all side letters to which MM  is  a
party  affecting the obligations of any party thereunder) to which MM or  any
of  its subsidiaries is a party or by which any of their properties or assets
are  bound that are, material to the business, properties or assets of MM and
its  subsidiaries  taken as a whole, including, without  limitation,  to  the
extent  any of the following are, individually or in the aggregate,  material
to  the business, properties or assets of MM and its subsidiaries taken as  a
whole, all: (i) employment, product design or development, personal services,
consulting,  non-competition, severance, golden parachute or  indemnification
contracts (including, without limitation, any contract to which MM is a party
involving  employees  of  MM); (ii) licensing, publishing,  merchandising  or
distribution agreements; (iii) contracts granting rights of first refusal  or
first  negotiation;  (iv)  partnership  or  joint  venture  agreements;   (v)
agreements  for  the  acquisition, sale or lease of  material  properties  or
assets  or  stock  or  otherwise entered into since  October  1,  1998,  (vi)
contracts  or  agreements  with  any  Governmental  Entity;  and  (vii)   all
commitments  and agreements to enter into any of the foregoing (collectively,
together with any such contracts entered into in accordance with Section  5.2
hereof,  the  'MM  Contracts"). Neither MM nor any of its subsidiaries  is  a
party to or bound by any severance, golden parachute or other agreement  with
any employee or consultant pursuant to which such person would be entitled to
receive any additional compensation or an accelerated payment of compensation
as a result of the consummation of the transactions contemplated hereby.

     (b) Each of the MM Contracts is valid and enforceable in accordance with
its terms, and there is no default under any MM Contract so listed either  by
MM  or, to the knowledge of MM, by any other party thereto, and no event  has
occurred  that with the lapse of time or the giving of notice or  both  would
constitute a default thereunder by MM or, to the knowledge of MM,  any  other
party,  in  any such case in which such default or event could reasonably  be
expected to have a Material Adverse Effect on MM.

     (c) No party to any such MM Contract has given notice to MM of or made a
claim  against  MM with respect to any breach or default thereunder,  in  any
such  case  in which such breach or default could reasonably be  expected  to
have a Material Adverse Effect on MM.

                                  ARTICLE 4

                                  Covenants

     Section 4.1. Conduct of Business of MCI. Except as contemplated by  this
Agreement  or  as  described in Section 4.1 of the MCI  Disclosure  Schedule,
during  the  period  from  the date hereof to the Effective  Time,  MCI  will
conduct  its  operations in the ordinary course of business  consistent  with
past practice and, to the extent consistent therewith, with no less diligence
and  effort than would be applied in the absence of this Agreement,  seek  to
preserve intact its current business organization, keep available the service
of  its  current  officers and employees and preserve its relationships  with
customers, suppliers and others having business dealings with it to  the  end
that  goodwill  and ongoing businesses shall be unimpaired at  the  Effective
Time.  Without limiting the generality of the foregoing, except as  otherwise

<PAGE>

expressly  provided in this Agreement or as described in Section 4.1  of  the
MCI  Disclosure Schedule, prior to the Effective Time, MCI will not,  without
the prior written consent of MM:

     (a)  amend its Certificate of Incorporation or Bylaws (or other  similar
governing instrument);

     (b)  amend the terms of the MCI Warrants, authorize for issuance, issue,
sell,  deliver or agree or commit to issue, sell or deliver (whether  through
the  issuance  or granting of options, warrants, commitments,  subscriptions,
rights  to  purchase  or  otherwise) any stock of  any  class  or  any  other
securities  (except  bank  loans) or equity equivalents  (including,  without
limitation, any stock options or stock appreciation rights), except  for  (i)
the  issuance  and sale of MCI Shares pursuant to options previously  granted
under the MCI Plans; (ii) the issuance and sale of MCI Shares pursuant to MCI
Warrants outstanding on the date hereof; (iii) the granting of stock  options
to  employees  in  the ordinary course of business and consistent  with  past
practices  of MCI, provided that the aggregate number of MCI Shares  issuable
pursuant to such options shall not exceed 1,500,000; and (iv) the issuance of
shares   in  contemplation  of  raising  approximately  Two  Million  Dollars
($2,000,000) in equity;

     (c)  split,  combine  or  reclassify any shares of  its  capital  stock,
declare,  set  aside  or pay any dividend or other distribution  (whether  in
cash, stock or property or any combination thereof) in respect of its capital
stock,  make any other actual, constructive or deemed distribution in respect
of  its capital stock or otherwise make any payments to stockholders in their
capacity as such, or redeem or otherwise acquire any of its securities;

     (d)  adopt  a  plan  of  complete or partial  liquidation,  dissolution,
merger,    consolidation,    restructuring,   recapitalization    or    other
reorganization of MCI (other than the Merger);

     (e)  (i)  incur or assume any long-term or short-term debt or issue  any
debt securities except for borrowings or issuances of letters of credit under
existing  lines  of credit in the ordinary course of business;  (ii)  assume,
guarantee,  endorse  or  otherwise  become  liable  or  responsible  (whether
directly,  contingent or otherwise) for the obligations of any other  person.
(iii)  make  any loans, advances or capital contributions to, or  investments
in,  any  other person; (iv) pledge or otherwise encumber shares  of  capital
stock  of MCI; or (v) mortgage or pledge any of its material assets, tangible
or  intangible,  or  create or suffer to exist any  material  Lien  thereupon
(other than tax Liens for taxes not yet due);

     (f)  except  as may be required by law, enter into, adopt  or  amend  or
terminate  any  bonus, profit sharing, compensation, severance,  termination,
stock  option, stock appreciation right, restricted stock, performance  unit,
stock  equivalent,  stock purchase agreement, pension,  retirement,  deferred
compensation,  employment,  severance or other  employee  benefit  agreement,
trust,  plan,  fund or other arrangement for the benefit or  welfare  of  any
director,  officer or employee in any manner, or increase in any  manner  the
compensation or fringe benefits of any director, officer or employee  or  pay
any  benefit not required by any plan and arrangement as in effect as of  the
date   hereof   (including,  without  limitation,  the  granting   of   stock
appreciation  rights  or  performance units); provided,  however,  that  this
paragraph  (f)  shall  not  prevent MCI from  (i)  entering  into  employment
agreements or severance agreements with employees in the ordinary  course  of
business  and  consistent  with  past  practice  or  (ii)  increasing  annual
compensation  and/or  providing  for  or  amending  bonus  arrangements   for
employees  for  fiscal  1999 in the ordinary course of year-end  compensation
reviews  consistent with past practice and paying bonuses  to  employees  for
fiscal  1999 in amounts previously disclosed to MM (to the extent  that  such
compensation increases and new or amended bonus arrangements do not result in
a material increase in benefits or compensation expense to MCI);

     (g)  acquire,  sell,  lease  or dispose of  any  assets  in  any  single
transaction  or  series of related transactions (other than in  the  ordinary
course of business);

     (h)  except  as may be required as a result of a change  in  law  or  in
generally  accepted  accounting principles,  change  any  of  the  accounting
principles or practices used by it;

     (i) revalue in any material respect any of its assets including, without
limitation,  writing  down the value of inventory  or  writing-off  notes  or
accounts receivable other than in the ordinary course of business;

     (j)  (i)  acquire (by merger, consolidation, or acquisition of stock  or
assets)  any  corporation,  partnership or  other  business  organization  or

<PAGE>

division thereof or any equity interest therein; (ii) enter into any contract
or  agreement  other than in the ordinary course of business consistent  with
past practice which would be material to MCI; (iii) authorize any new capital
expenditure or expenditures which, individually is in excess of $500,000  or,
in the aggregate, are in excess of $1,000,000; provided, however that none of
the  foregoing  shall  limit  any capital expenditure  required  pursuant  to
existing contracts;

     (k)  make  any  tax  election  or settle or compromise  any  income  tax
liability material to MCI;

     (l) settle or compromise any pending or threatened suit, action or claim
which  (i)  relates  to  the transactions contemplated  hereby  or  (ii)  the
settlement  or  compromise of which could have a Material Adverse  Effect  on
MCI;

     (m)  commence any material research and development project or terminate
any  material research and development project that is currently ongoing,  in
either  case, except pursuant to the terms of existing contracts  or  in  the
ordinary course of business; or

     (n)  take, or agree in writing or otherwise to take, any of the  actions
described  in Sections 4.1(a) through 4.1(m) or any action which  would  make
any  of  the  representations or warranties of  contained in  this  Agreement
untrue or incorrect.

     Section  4.2. Conduct of Business of MM. Except as contemplated by  this
Agreement or as described in Section 4.2 of the MM Disclosure Schedule during
the  period  from the date hereof to the Effective Time, MM will conduct  its
operations  in the ordinary course of business consistent with past  practice
and,  to  the extent consistent therewith, with no less diligence and  effort
than  would  be  applied in the absence of this Agreement, seek  to  preserve
intact  its current business organization, keep available the service of  its
current officers and employees and preserve its relationships with customers,
suppliers  and  others  having business dealings with  it  to  the  end  that
goodwill  and  ongoing businesses shall be unimpaired at the Effective  Time.
Without  limiting  the  generality  of the  foregoing,  except  as  otherwise
expressly provided in this Agreement or as described in Section 4.2 of the MM
Disclosure  Schedule, prior to the Effective Time, MM will not,  without  the
prior written consent of:

     (a)  amend its Certificate of Incorporation or Bylaws (or other  similar
governing instrument);

     (b)  amend the terms of the MM Warrants, authorize for issuance,  issue,
sell,  deliver or agree or commit to issue, sell or deliver (whether  through
the  issuance  or granting of options, warrants, commitments,  subscriptions,
rights  to  purchase  or  otherwise) any stock of  any  class  or  any  other
securities  (except  bank  loans) or equity equivalents  (including,  without
limitation, any stock options or stock appreciation rights;

       (c)  split,  combine or reclassify any shares of  its  capital  stock,
declare,  set  aside  or pay any dividend or other distribution  (whether  in
cash, stock or property or any combination thereof) in respect of its capital
stock,  make any other actual, constructive or deemed distribution in respect
of  its capital stock or otherwise make any payments to stockholders in their
capacity as such, or redeem or otherwise acquire any of its securities;

     (d) adopt a plan of complete or partial liquidation, dissolution, merger
consolidation, restructuring, recapitalization or other reorganization of  MM
(other than the Merger);

     (e)  (i)  incur or assume any long-term or short-term debt or issue  any
debt securities except for borrowings or issuances of letters of credit under
existing  lines  of credit in the ordinary course of business.  (ii)  assume,
guarantee,  endorse  or  otherwise  become  liable  or  responsible  (whether
directly, contingently or otherwise) for the obligations of any other person;
(iii) make any loans, advances or capital contributions to or investments in,
any  other person; (iv) pledge or otherwise encumber shares of capital  stock
of  MM  or  its  subsidiaries; or (v) mortgage or pledge any of its  material
assets,  tangible  or intangible, or create or suffer to exist  any  material
Lien thereupon (other than tax Liens for taxes not yet due);

     (f)  except  as may be required by law, enter into, adopt  or  amend  or
terminate  any  bonus, profit sharing, compensation, severance,  termination,
stock  option,  stock appreciation right, restricted stock, performance  unit
stock  equivalent,  stock purchase agreement, pension,  retirement,  deferred
compensation,  employment,  severance or other  employee  benefit  agreement,
trust,  plan,  fund or other arrangement for the benefit or  welfare  of  any
director,  officer or employee in any manner, or increase in any  manner  the

<PAGE>

compensation or fringe benefits of any director, officer or employee  or  pay
any  benefit not required by any plan and arrangement as in effect as of  the
date   hereof   (including,  without  limitation,  the  granting   of   stock
appreciation  rights  or  performance units); provided,  however,  that  this
paragraph (f) shall not prevent MM or its subsidiaries from (i) entering into
employment agreements or severance agreements with employees in the  ordinary
course  of  business  and consistent with past practice  or  (ii)  increasing
annual  compensation and/or providing for or amending bonus arrangements  for
employees  for  fiscal  1999 in the ordinary course of  yearend  compensation
reviews  consistent with past practice and paying bonuses  to  employees  for
fiscal  1999  in  amounts previously disclosed to  (to the extent  that  such
compensation increases and new or amended bonus arrangements do not result in
a material increase in benefits or compensation expense to MM);

     (g)  acquire,  sell,  lease  or dispose of  any  assets  in  any  single
transaction  or  series of related transactions other than  in  the  ordinary
course of business;

     (h)  except  as may be required as a result of a change  in  law  or  in
generally  accepted  accounting principles,  change  any  of  the  accounting
principles or practices used by it;

     (i)  revalue  in  any  material respect any of  its  assets,  including,
without limitation, writing down the value of inventory of writing-off  notes
or accounts receivable other than in the ordinary course of business;

     (j)  (i)  acquire (by merger, consolidation, or acquisition of stock  or
assets)  any  corporation,  partnership, or other  business  organization  or
division thereof or any equity interest therein; (ii) enter into any contract
or  agreement  other than in the ordinary course of business consistent  with
past  practice which would be material to MM; (iii) authorize any new capital
expenditure or expenditures which, individually, is in excess of $500,000 or,
in the aggregate, are in excess of $1,000,000: provided, however that none of
the  foregoing  shall  limit  any capital expenditure  required  pursuant  to
existing contracts;

     (k)  make  any  tax  election  or settle or compromise  any  income  tax
liability material to MM and its subsidiaries taken as a whole;

     (l) settle or compromise any pending or threatened suit, action or claim
which  (i)  relates  to  the transactions contemplated  hereby  or  (ii)  the
settlement or compromise of which could have a Material Adverse Effect on MM;

     (m)  commence any material research and development project or terminate
any  material research and development project that is currently ongoing,  in
either case, except pursuant to the terms of existing contracts or except  in
the ordinary course of business; or

     (n)  take, or agree in writing or otherwise to take, any of the  actions
described  in Sections 4.2(a) through 4.2(m) or any action which  would  make
any  of  the  representations  or warranties of  the  MM  contained  in  this
Agreement untrue or incorrect.

     Section  4.3.  Preparation  of 8-K and the  Proxy  Statement.  MM  shall
promptly  prepare and file with the SEC the Proxy Statement, if  required  by
counsel.

     Section  4.4.  Other Potential Acquirers. MM, its affiliates  and  their
respective  officers, directors, employees, representatives and agents  shall
immediately cease any existing discussions or negotiations, if any, with  any
parties conducted heretofore with respect to any Third Party Acquisition.

     Section 4.5. Meetings of Stockholders. Each of MM and MCI shall take all
action  necessary, in accordance with the respective General Corporation  Law
of  its respective state, and its respective certificate of incorporation and
bylaws,  to  duly  call, give notice of, convene and hold a  meeting  of  its
stockholders  as  promptly  as practicable, to consider  and  vote  upon  the
adoption  and  approval  of this Agreement and the transactions  contemplated
hereby. The stockholder votes required for the adoption and approval  of  the
transactions contemplated by this Agreement shall be the vote required by the
NGCL  and  its  charter  and bylaws, in the case of MCI  and  the  California
General  Corporation Law of its respective state, and its charter and bylaws,
in  the  case  of  MM.  MCI and MM will, through their respective  Boards  of
Directors,  recommend  to  their  respective stockholders  approval  of  such
matters.

<PAGE>

     Section  4.6.  Nasdaq  Listing. The parties  shall  use  all  reasonable
efforts to cause the MCI Shares to be issued in the Merger and the MCI Shares
to  be  reserved for issuance upon exercise of MCI Stock Options or MM  Stock
Options  to be approved for listing on the Nasdaq National Market ("Nasdaq"),
subject to official notice of issuance, prior to the Effective Time.

     Section 4.7. Access to Information.

     (a) Between the date hereof and the Effective Time, MCI will give MM and
its  authorized  representatives, and MM will give  MCI  and  its  authorized
representatives,  reasonable  access  to  all  employees,  plants,   offices,
warehouses  and other facilities and to all books and records of  itself  and
its  subsidiaries,  will permit the other party to make such  inspections  as
such  party may reasonably require and will cause its officers and  those  of
its subsidiaries to furnish the other party with such financial and operating
data  and  other information with respect to the business and  properties  of
itself  and  its  subsidiaries  as the other party  may  from  time  to  time
reasonably request.

     (b) Between the date hereof and the Effective Time, MCI shall furnish to
MM, and MM will furnish to MCI, within 25 business days after the end of each
calendar  month (commencing with January 2000, an unaudited balance sheet  of
the party furnishing such information as of the end of the such month and the
related statements of earnings, stockholders' equity (deficit) and, within 25
business  days  after the end of each calendar quarter  cash  flows  for  the
quarter  then  ended,  each prepared in accordance  with  generally  accepted
accounting  principles in conformity with the practices consistently  applied
by  such party with respect to its monthly or quarterly financial statements.
All  the foregoing shall be in accordance with the books and records  of  the
party  furnishing  such  information and shall fairly present  its  financial
position  (taking  into  account  the differences  between  the  monthly  and
quarterly  statements  prepared by such party in  conformity  with  its  past
practices) as of the last day of the period then ended.

     (c)  Each of the parties hereto will hold and will cause its consultants
and advisers to hold in confidence all documents and information furnished to
it in connection with the transactions contemplated by this Agreement.

     Section 4.8. Additional Agreements, Reasonable Efforts. Subject  to  the
terms  and  conditions herein provided, each of the parties hereto agrees  to
use all reasonable efforts to take, or cause to be taken, all action, and  to
do, or cause to be done, all things reasonably necessary, proper or advisable
under  applicable laws and regulations to consummate and make  effective  the
transactions  contemplated by this Agreement, including, without  limitation,
(i)  cooperating in the preparation and filing of the Proxy Statement and the
8-K,  any  filings that may be required under the HSR Act, and any amendments
to any thereof; (ii) obtaining consents of all third parties and Governmental
Entities  necessary,  proper  or  advisable  for  the  consummation  of   the
transactions  contemplated  by this Agreement;  (iii)  contesting  any  legal
proceeding  relating to the Merger and (iv) the execution of  any  additional
instruments  necessary  to consummate the transactions  contemplated  hereby.
Subject to the terms and conditions of this Agreement, MM, MIRG and MCI agree
to use all reasonable efforts to cause the Effective Time to occur as soon as
practicable after the stockholder votes with respect to the Merger.  In  case
at any time after the Effective Time any further action is necessary to carry
out the purposes of this Agreement, the proper officers and directors of each
party hereto shall take all such necessary action.

     Section  4.9.  Employee  Benefits; Stock Option  and  Employee  Purchase
Plans.

     (a)  Subject  to the provisions of Section 1.6(d) hereof, prior  to  the
Effective  Time,  MCI  and  MM will take or cause  to  be  taken  all  action
necessary  to  adopt and or revise the employment agreements of Dave  Hodgson
with  MM.  It  is the parties' present intent to provide after the  Effective
Time  to  employees of MM employee benefit plans (other than stock option  or
other plans involving the potential issuance of securities of MCI) which,  in
the  aggregate, are not less favorable than those currently provided  by  MM.
Notwithstanding the foregoing, nothing contained herein shall be construed as
requiring the parties to continue any specific employee benefit plans.

     (b)  The  parties agree to work together prior to the Effective Time  to
cause MCI to develop and adopt an incentive plan for employees of MM and  its
subsidiaries and providing for a vesting period of not less than two years.

     Section  4.10. Public Announcements. MM, and MCI will consult  with  one
another  before  issuing  any press release or otherwise  making  any  public
statements  with respect to the transactions contemplated by this  Agreement,

<PAGE>

including, without limitation, the Merger, and shall not issue any such press
release or make any such public statement prior to such consultation,  except
as  may  be  required  by applicable law or by obligations  pursuant  to  any
listing agreement with the Nasdaq as determined by MM or MCI.

     Section 4.11. Indemnification.

     (a)  To the extent, if any, not provided by an existing right under  one
of the parties' directors and officers liability insurance policies, from and
after  the  Effective  Time, MCI shall, to the fullest  extent  permitted  by
applicable law, indemnify, defend and hold harmless David Hodgson who is now,
or has been at any time prior to the date hereof, or who becomes prior to the
Effective Time, a director, officer or employee of the parties hereto or  any
subsidiary  thereof  (each  an  "Indemnified Party"  and,  collectively,  the
''Indemnified  Parties") against all losses, expenses  (including  reasonable
attorneys' fees and expenses), claims, damages or liabilities or, subject  to
the  proviso  of  the  next succeeding sentence, amounts paid  in  settlement
arising  out  of actions or omissions occurring at or prior to the  Effective
Time  and  whether  asserted or claimed prior to, at or after  the  Effective
Time)  that are in whole or in part (i) based on, or arising out of the  fact
that such person is or was a director, officer or employee of such party or a
subsidiary  of  such party or (ii) based on, arising out of or pertaining  to
the  transactions contemplated by this Agreement. In the event  of  any  such
loss  expense, claim, damage or liability (whether or not arising before  the
Effective  Time),  (i)  MCI shall pay the reasonable  fees  and  expenses  of
counsel  selected  by  the  Indemnified  Parties,  which  counsel  shall   be
reasonably  satisfactory  to  MCI, promptly  after  statements  therefor  are
received  and  otherwise  advance  to such  Indemnified  Party  upon  request
reimbursement of documented expenses reasonably incurred, in either  case  to
the extent not prohibited by the NGCL or its certificate of incorporation  or
bylaws,  (ii) MCI will cooperate in the defense of any such matter and  (iii)
any  determination required to be made with respect to whether an Indemnified
Party's  conduct  complies with the standards set forth under  the  NGCL  and
MCI's  certificate  of incorporation or bylaws shall be made  by  independent
counsel  mutually  acceptable  to MCI and the  Indemnified  Party;  provided,
however, that MCI shall not be liable for any settlement effected without its
written  consent  (which  consent shall not be  unreasonably  withheld).  The
Indemnified Parties as a group may retain only one law firm with  respect  to
each  related matter except to the extent there is, in the opinion of counsel
to  an Indemnified Party, under applicable standards of professional conduct,
conflict  on  any  significant issue between positions of  any  two  or  more
Indemnified Parties.

       (b)  In  the  event  MCI  or  any of its  successors  or  assigns  (i)
consolidates  with  or  merges into any other person and  shall  not  be  the
continuing or surviving corporation or entity or such consolidation or merger
or  (ii)  transfers all or substantially all of its properties and assets  to
any  person, then and in either such case, proper provision shall be made  so
that the successors and assigns of MCI shall assume the obligations set forth
in this Section 4.11.

     (c) To the fullest extent permitted by law, from and after the Effective
Time,  all  rights to indemnification now existing in favor of the employees,
agents,  directors  or  officers of MCI and MM and  their  subsidiaries  with
respect  to their activities as such prior to the Effective Time, as provided
in  MCI's and MM's certificate of incorporation or bylaws, in effect  on  the
date  thereof  or otherwise in effect on the date hereof, shall  survive  the
Merger  and shall continue in full force and effect for a period of not  less
than six years from the Effective Time.

     (d)  The  provisions of this Section 4.11 are intended  to  be  for  the
benefit of, and shall be enforceable by, each Indemnified Party, his  or  her
heirs and his or her representatives.

     Section 4.12. Notification of Certain Matters. The parties hereto  shall
give  prompt  notice  to  the  other  parties,  of  (i)  the  occurrence   or
nonoccurrence of any event the occurrence or nonoccurrence of which would  be
likely to cause any representation or warranty contained in this Agreement to
be  untrue or inaccurate in any material respect at or prior to the Effective
Time,  (ii) any material failure of such party to comply with or satisfy  any
covenant,  condition  or agreement to be complied with  or  satisfied  by  it
hereunder, (iii) any notice of, or other communication relating to, a default
or event which, with notice or lapse of time or both, would become a default,
received by such party or any of its subsidiaries subsequent to the  date  of
this  Agreement  and  prior  to the Effective Time,  under  any  contract  or
agreement  material  to  the financial condition, properties,  businesses  or
results of operations of such party and its subsidiaries taken as a whole  to
which  such  party or any of its subsidiaries is a party or is subject,  (iv)
any  notice  or  other communication from any third party alleging  that  the
consent  of  such  third party is or may be required in connection  with  the
transactions  contemplated by this Agreement, or  (v)  any  material  adverse

<PAGE>

change  in  their  respective  financial condition,  properties,  businesses,
results  of  operations  or prospects taken as a whole,  other  than  changes
resulting  from  general  economic conditions; provided,  however,  that  the
delivery  of  any notice pursuant to this Section 4.12 shall  not  cure  such
breach  or non-compliance or limit or otherwise affect the remedies available
hereunder to the party receiving such notice.

                                  ARTICLE 5

                  Conditions to Consummation of the Merger

     Section  5.1.  Conditions  to Each Party's  Obligations  to  Effect  the
Merger. The respective obligations of each party hereto to effect the  Merger
are  subject  to the satisfaction at or prior to the Effective  Time  of  the
following conditions:

     (a) this Agreement shall have been approved and adopted by the requisite
vote of the stockholders of MCI and MM;

     (b) this Agreement shall have been approved and adopted by the Board  of
Directors of MCI and MM;

     (c)  no  statute, rule, regulation, executive order, decree,  ruling  or
injunction shall have been enacted, entered, promulgated or enforced  by  any
United  States court or United States governmental authority which prohibits,
restrains, enjoins or restricts the consummation of the Merger;

     (d)  any waiting period applicable to the Merger under the HSR Act shall
have  terminated or expired, and any other governmental or regulatory notices
or  approvals  required with respect to the transactions contemplated  hereby
shall have been either filed or received; and

     Section 5.2. Conditions to the Obligations of MCI. The obligation of MCI
to  effect  the  Merger is subject to the satisfaction at  or  prior  to  the
Effective Time of the following conditions:

     (a)  the  representations of MM contained in this Agreement  or  in  any
other document delivered pursuant hereto shall be true and correct (except to
the  extent that the breach thereof would not have a Material Adverse  Effect
on MM) at and as of the Effective Time with the same effect as if made at and
as  of  the  Effective  Time  (except  to  the  extent  such  representations
specifically  related to an earlier date, in which case such  representations
shall  be  true and correct as of such earlier date), and at the  Closing  MM
shall have delivered to MCI a certificate to that effect;

     (b)  each of the covenants and obligations of MM to be performed  at  or
before the Effective Time pursuant to the terms of this Agreement shall  have
been  duly performed in all material respects at or before the Effective Time
and  at  the  Closing  MM shall have delivered to MCI a certificate  to  that
effect;

      (c) MM shall have obtained the consent or approval of each person whose
consent  or  approval shall be required in order to permit the succession  by
MIRG  pursuant to the Merger to any obligation, right or interest of MM under
any  loan  or  credit agreement, note, mortgage, indenture,  lease  or  other
agreement  or  instrument,  except those for which  failure  to  obtain  such
consents  and  approvals  would  not,  in  the  reasonable  opinion  of  MCI,
individually or in the aggregate, have a Material Adverse Effect on MM;

     (d) there shall have been no events, changes or effects with respect  to
MM or its subsidiaries having or which could reasonably be expected to have a
Material Adverse Effect on MM; and

     (e)  MCI  shall have received, prior to or concurrent with  the  Closing
Date, sufficient funds from MCI's investment banking sources, to comply  with
the cash requirements of this Agreement.

     Section  5.3.  Conditions  to  the Obligations  of  MM.  The  respective
obligations of MM to effect the Merger are subject to the satisfaction at  or
prior to the Effective Time of the following conditions:

<PAGE>

     (a)  the  representations of MCI contained in this Agreement or  in  any
other document delivered pursuant hereto shall be true and correct (except to
the  extent that the breach thereof would not have a Material Adverse  Effect
on  MCI)  at and as of the Effective Time with the same effect as if made  at
and  as  of  the  Effective Time (except to the extent  such  representations
specifically  related to an earlier date, in which case such  representations
shall  be  true and correct as of such earlier date), and at the Closing  MCI
shall have delivered to MM a certificate to that effect;

     (b)  each of the covenants and obligations of MCI to be performed at  or
before the Effective Time pursuant to the terms of this Agreement shall  have
been  duly performed in all material respects at or before the Effective Time
and  at  the  Closing  MCI shall have delivered to MM a certificate  to  that
effect; and

     (c) there shall have been no events, changes or effects with respect  to
MCI  having or which could reasonably be expected to have a Material  Adverse
Effect on MCI.


                                  ARTICLE 6

                       Termination; Amendment; Waiver

     Section  6.1.  Termination. This Agreement may  be  terminated  and  the
Merger  may  be  abandoned at any time prior to the Effective  Time,  whether
before  or  after approval and adoption of this Agreement by  MCI's  or  MM's
stockholders:

     (a) by mutual written consent of MCI and MM;

     (b)  by  MM  or  MCI if (i) any court of competent jurisdiction  in  the
United States or other United States Governmental Entity shall have issued  a
final  order,  decree or ruling or taken any other final action  restraining,
enjoining or otherwise prohibiting the Merger and such order, decree,  ruling
or  other action is or shall have become nonappealable or (ii) the Merger has
not  been consummated by April 14, 2000; provided, however, that no party may
terminate this Agreement pursuant to this clause (ii) if such party's failure
to  fulfill any of its obligations under this Agreement shall have  been  the
reason  that  the Effective Time shall not have occurred on  or  before  said
date;

     (c)  by  MCI if (i) there shall have been a breach of any representation
or  warranty  on  the  part  of MM set forth in this  Agreement,  or  if  any
representation  or warranty of MM shall have become untrue,  in  either  case
such  that  the conditions set forth in Section 5.2(a) would be incapable  of
being  satisfied by January 15, 2000 (or as otherwise extended),  (ii)  there
shall  have  been  a  breach by MM of any of their  respective  covenants  or
agreements  hereunder having a Material Adverse Effect on  MM  or  materially
adversely affecting (or materially delaying) the consummation of the  Merger,
and MM, as the case may be, has not cured such breach within 20 business days
after  notice by MCI thereof, provided that MCI has not breached any  of  its
obligations  hereunder,  (iii)  MCI shall have  convened  a  meeting  of  its
stockholders  to  vote upon the Merger and shall have failed  to  obtain  the
requisite vote of its stockholders; or (iv) MCI shall have convened a meeting
of  its  Board of Directors to vote upon the Merger and shall have failed  to
obtain the requisite vote;

     (d) by MM if (i) there shall have been a breach of any representation or
warranty  on  the  part  of  MCI  set forth in  this  Agreement,  or  if  any
representation  or warranty of MCI shall have become untrue, in  either  case
such  that  the conditions set forth in Section 5.3(a) would be incapable  of
being  satisfied by January 15, 2000 (or as otherwise extended),  (ii)  there
shall  have  been  a  breach by MCI of its covenants or agreements  hereunder
having  a  Material  Adverse Effect on MCI or MIRG  or  materially  adversely
affecting (or materially delaying) the consummation of the Merger, and MCI or
MIRG,  as  the case may be, has not cured such breach within twenty  business
days after notice by MM thereof, provided that MM has not breached any of its
obligations  hereunder, (iii) the MCI Board shall have recommended  to  MCI's
stockholders  a  Superior Proposal, (iv) the MCI Board shall have  withdrawn,
modified or changed its approval or recommendation of this Agreement  or  the
Merger  or  shall  have failed to call, give notice of,  convene  or  hold  a
stockholders'  meeting  to vote upon the Merger, or shall  have  adopted  any
resolution  to  effect  any of the foregoing, (v) MM shall  have  convened  a
meeting of its stockholders to vote upon the Merger and shall have failed  to
obtain the requisite vote of its stockholders or (vi) MCI shall have convened

<PAGE>

a  meeting of its stockholders to vote upon the Merger and shall have  failed
to obtain the requisite vote of its stockholders.

     Section 6.2. Effect of Termination. In the event of the termination  and
abandonment  of this Agreement pursuant to Section 6.1, this Agreement  shall
forthwith become void and have no effect, without any liability on  the  part
of  any  party hereto or its affiliates, directors, officers or stockholders,
other  than  the  provisions of this Section 6.2 and Sections 4.7(c)  hereof.
Nothing  contained in this Section 6.2 shall relieve any party from liability
for any breach of this Agreement.

     Section  6.3. Fees and Expenses. Each party shall bear its own  expenses
in connection with this Agreement and the transactions contemplated hereby.

     Section 6.4. Amendment. This Agreement may be amended by action taken by
MCI  and  MM  at  any  time before or after approval of  the  Merger  by  the
stockholders  of MCI and MM (if required by applicable law)  but,  after  any
such approval, no amendment shall be made which requires the approval of such
stockholders  under applicable law without such approval. This Agreement  may
not  be  amended except by an instrument in writing signed on behalf  of  the
parties hereto.

     Section 6.5. Extension; Waiver. At any time prior to the Effective Time,
each  party hereto may (i) extend the time for the performance of any of  the
obligations or other acts of any other party, (ii) waive any inaccuracies  in
the representations and warranties of any other party contained herein or  in
any document, certificate or writing delivered pursuant hereto or (iii) waive
compliance  by  any  other  party with any of the  agreements  or  conditions
contained herein. Any agreement on the part of any party hereto to  any  such
extension  or  waiver shall be valid only if set forth in  an  instrument  in
writing  signed on behalf of such party. The failure of any party  hereto  to
assert  any  of  its rights hereunder shall not constitute a waiver  of  such
rights.

                                  ARTICLE 7

                                Miscellaneous

     Section   7.1.  Nonsurvival  of  Representations  and  Warranties.   The
representations  and  warranties made herein shall  not  survive  beyond  the
Effective Time or a termination of this Agreement. This Section 7.1 shall not
limit  any  covenant or agreement of the parties hereto which  by  its  terms
requires performance after the Effective Time.

     Section   7.2.   Entire  Agreement;  Assignment.  This   Agreement   (a)
constitutes the entire agreement between the parties hereto with  respect  to
the  subject  matter  hereof and supersedes all other  prior  agreements  and
understandings both written and oral, between the parties with respect to the
subject  matter hereof and (b) shall not be assigned by operation of  law  or
otherwise.

     Section  7.3.  Validity.  If any provision of  this  Agreement,  or  the
application  thereof  to  any  person or circumstance,  is  held  invalid  or
unenforceable, the remainder of this Agreement, and the application  of  such
provision  to other persons or circumstances, shall not be affected  thereby,
and to such end, the provisions of this Agreement are agreed to be severable.

     Section  7.4. Notices. All notices, requests, claims, demands and  other
communications hereunder shall be in writing and shall be given (and shall be
deemed  to  have  been  duly given upon receipt) by delivery  in  person,  by
facsimile or by registered or certified mail (postage prepaid, return receipt
requested), to each other party as follows:

  If to MM:

  David Hodgson
  MEGA MICRO, INC.
  8352 Clairemont Mesa Blvd.
  San Diego, California 92111

<PAGE>

  Copy to:

     Donald J. Stoecklein, Esq.
     Sperry Young & Stoecklein
     1850 E. Flamingo Rd. Suite 111
     Las Vegas, Nevada 89119

  if to MCI:

     MIRAGE COMPUTERS, INC.
     6280 S. Pecos Rd. Suite 600
     Las Vegas, Nevada 89120

or  to  such  other address as the person to whom notice is  given  may  have
previously furnished to the others in writing in the manner set forth above.

     Section  7.5.  Governing Law. This Agreement shall be  governed  by  and
construed in accordance with the laws of the State of Nevada, without  regard
to the principles of conflicts of law thereof.

     Section  7.6. Descriptive Headings. The descriptive headings herein  are
inserted for convenience of reference only and are not intended to be part of
or to affect the meaning or interpretation of this Agreement.

     Section  7.7. Parties in Interest. This Agreement shall be binding  upon
and  inure solely to the benefit of each party hereto and its successors  and
permitted  assigns, and except as provided in Sections 4.9 and 4.11,  nothing
in  this  Agreement, express or implied, is intended to or shall confer  upon
any  other  person any rights, benefits or remedies of any nature  whatsoever
under or by reason of this Agreement.

     Section  7.8.  Certain Definitions. For the purposes of this  Agreement,
the term:

     (a)  "affiliate" means (except as otherwise provided in  Sections  2.19,
3.19  and  4.13) a person that directly or indirectly, through  one  or  more
intermediaries, controls, is controlled by, or is under common control  with,
the first mentioned person;

     (b)  "business  day" means any day other than a day on which  Nasdaq  is
closed;

     (c)  "capital  stock" means common stock, preferred  stock,  partnership
interests,  limited liability company interests or other ownership  interests
entitling  the  holder thereof to vote with respect to matters involving  the
issuer thereof;

     (d)  "knowledge''  or  "known'' means, with respect  to  any  matter  in
question,  if an executive officer of MCI or MM or its subsidiaries,  as  the
case may be, has actual knowledge of such matter;

     (e)  "person"  means  an individual, corporation,  partnership,  limited
liability company, association, trust, unincorporated organization  or  other
legal entity; and

     (f) "subsidiary" or "subsidiaries" of MIRG, MCI, MM or any other person,
means  any  corporation, partnership, limited liability company, association,
trust,  unincorporated association or other legal entity of which MIRG,  MCI,
MM  or any such other person, as the case may be (either alone or through  or
together  with  any other subsidiary), owns, directly or indirectly,  50%  or
more  of  the  capital stock, the holders of which are generally entitled  to
vote  for the election of the board of directors or other governing  body  of
such corporation or other legal entity.

     Section 7.9. Personal Liability. This Agreement shall not create  or  be
deemed  to create or permit any personal liability or obligation on the  part
of  any  direct  or indirect stockholder of MCI, MM or MIRG or  any  officer,
director, employee, agent, representative or investor of any party hereto.

<PAGE>

     Section  7.10. Specific Performance. The parties hereby acknowledge  and
agree  that the failure of any party to perform its agreements and  covenants
hereunder, including its failure to take all actions as are necessary on  its
part to the consummation of the Merger, will cause irreparable injury to  the
other  parties for which damages, even if available, will not be an  adequate
remedy. Accordingly, each party hereby consents to the issuance of injunctive
relief  by any court of competent jurisdiction to compel performance of  such
party's  obligations  and  to the granting by any  court  of  the  remedy  of
specific  performance of its obligations hereunder; provided, however,  that,
if  a  party  hereto is entitled to receive any payment or  reimbursement  of
expenses pursuant to Sections 6.3(a), (b) or (c), it shall not be entitled to
specific performance to compel the consummation of the Merger.

     Section  7.11. Counterparts. This Agreement may be executed  in  one  or
more  counterparts, each of which shall be deemed to be an original, but  all
of which shall constitute one and the same agreement.

In  Witness Whereof, each of the parties has caused this Agreement to be duly
executed on its behalf as of the day and year first above written.
                                   MIRAGE COMPUTERS, INC.

                                   By:/s/ Ulf Lindqwister
                                    Name: Ulf Lindqwister
                                    Title: President

                                   MEGA MICRO, INC.

                                   By:/s/ David Hodgson
                                    Name: David Hodgson
                                    Title: President

                                   APPROVED BY:

                                      /s/ David Hodgson
                                      David Hodgson, Individually

<PAGE>

                         MIRAGE DISCLOSURE SCHEDULE

Schedule 2.1   Organization        See Amended Articles/Bylaws/Minutes

Schedule 2.6   Consents & Approvals          None Required

Schedule 2.7   No Default                    Not Applicable

Schedule 2.8   No Undisclosed Liability      None Exist

Schedule 2.9   Litigation                    None Exist

Schedule  2.10   Compliance with Applicable Law      	Not  Applicable  -  full
									disclosed in 10KSB

Schedule 2.11 Employee Benefit Plans Section 2.11(a) Not Applicable -None Exist

                                     Section 2.11(b) No Benefit Plan Exist

                                     Section 2.11( c)No Options Exist

                                     Section 2.11(d) No Agreements Exist

Schedule 2.12 Environmental Laws and Regs    Not Applicable

Schedule 2.13 Tax Matters                    None Exist

Schedule 2.14 Title to Property              None Exist

Schedule 2.15 Intellectual Property          None Exist

Schedule 2.16 Insurance                      None Exist

Schedule 2.17 Vote  Required             See Shareholder Meeting Certificate

Schedule 2.18 Tax Treatment                  Not Applicable

Schedule 2.19 Affiliates                   __________________
                                           __________________

Schedule 2.20 Certain Business Practices          None Exist

Schedule 2.21 Insider Interest                    None Exist

Schedule 2.22 Opinion of Financial Adviser        Waived - None Exist

Schedule 2.23 Broker                              None Exist

Schedule 4.1 Conduct of Business             See Amended & Restated Articles

<PAGE>

                       MEGA MICRO DISCLOSURE SCHEDULE

Schedule 3.2(b) Subsidiary Stock             None Exist

Schedule 3.2(c) Capital Stock Rights         None  Exist  other  than  as  in
                                             Articles

Schedule 3.2(d) Securities conversions       None Exist

Schedule 3.2 (f) Subsidiaries                None Exist

Schedule 3.6   Consents & Approvals          None Required

Schedule 3.7   No Default                    Not Applicable

Schedule 3.8   No Undisclosed Liability      None Exist

Schedule 3.9   Litigation                    None Exist

Schedule 3.10  Compliance  with  Applicable Law   Not  Applicable  -  full
                                                  disclosed in 10KSB

Schedule 3.11 Employee Benefit Plans         Section 3.11(c)No Options Exist

                                             Section  3.11(e)  No  Agreements
                                             Exist

Schedule 3.12 Environmental Laws and Regs    Not Applicable

Schedule 3.13 Tax Matters                    None Exist

Schedule 3.14 Title to Property              None Exist

Schedule 3.15(b) Intellectual Property       None Exist

Schedule 3.16 Insurance                      None Exist

Schedule 3.17  Vote Required            See Shareholder Meeting Certificate

Schedule 3.18 Tax Treatment                  Not Applicable

Schedule 3.19 Affiliates                __________________
                                        ___________________

Schedule 3.20 Certain Business Practices          None Exist

Schedule 3.21 Insider Interest                    None Exist

Schedule 3.22 Opinion of Financial Adviser        Waived - None Exist

<PAGE>

Schedule 2.23 Broker                         None Exist

Schedule 4.2 Conduct of Business             See Amended