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                                                                     EXHIBIT 2.1

                            REORGANIZATION AGREEMENT


         THIS REORGANIZATION AGREEMENT (the "Agreement") is made and entered
into by and among ENTER TECH CORPORATION, a publicly held Nevada corporation
(the "Corporation"); WAVEPOWER, INC, a Florida corporation (the "Subsidiary");
and VERNON C. KENDRICK, an individual ("Kendrick") (hereinafter referred to as
the "Subscribers"); and, the Corporation, the Subsidiary and the Subscribers
being collectively referred to as the "Parties" and each being sometimes
hereinafter generically referred to as a "Party").



                                    PREAMBLE:


         WHEREAS, the Subscribers own 5,000,000 shares of the Subsidiary's
common voting stock and no shares of the Subsidiary's preferred stock, such
securities being all of the authorized issued and outstanding shares of the
Subsidiary's capital stock (there being no other securities; the "Subsidiary
Stock"), a corporation engaged in the business more particularly described in
Exhibit 0.2 annexed hereto and made a part hereof; and

         WHEREAS, the Subscribers desire to acquire 5,000,000 shares of the
Corporation's voting Common Stock, par value $0.001 per share (the "Stock"), in
consideration for their conveyance of shares of the Subsidiary Stock which will
constitute 80% of the Subsidiary's authorized, issued and outstanding
securities; provided that the transaction qualifies as a tax-free reorganization
under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended:

         NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, the Parties, intending to be legally bound, hereby agree as follows:


                                   WITNESSETH:



                                   ARTICLE ONE
                               EXCHANGE PROVISIONS

1.1      EXCHANGE

(a)      Subject to the hereinafter described conditions and Performance
         Criteria, the Corporation hereby agrees to exchange shares of its
         voting Common Stock, $0.001 par value, in an amount equal to 5,000,000
         shares, with the Subscribers for 4,000,000 voting shares of the


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         Subsidiary Stock currently authorized, issued and outstanding
         (consisting of 5,000,000 shares of voting Common Stock and no shares of
         Preferred Stock of the Subsidiary) which, upon transfer, will
         constitute 80% of the Subsidiary's reserved or issued and outstanding
         securities.

(b)      Concurrently with the execution of this Agreement and delivery of the
         Subsidiary Stock to the Corporation, the Corporation shall cause its
         transfer agent to issue the requisite number of shares of Stock to the
         Subscribers, allocated to each Subscriber as follows:

                  Vernon C. Kendrick            5,000,000 shares

(c)      Performance Criteria: Nothing herein shall be construed to prevent the
         Corporation from issuing the Subscribers additional shares or options
         to purchase additional shares in connection with the Subsidiary having
         obtained specified sums of gross income and net pre-tax profit under
         the management of the Subscriber, which formula shall be agreed upon
         and set forth in a formal employment agreement with the Subscriber.

1.2      EXEMPTION FROM REGISTRATION

(a)      Each Subscriber hereby represents, warrants, covenants and acknowledges
         that:

         (1)      (a)      The Stock is being issued without registration under
                           the provisions of Section 5 of the Securities Act of
                           1933, as amended (the "Act") or of the applicable
                           securities regulations of the State of Nevada (the
                           "Nevada Securities Act") pursuant to exemptions
                           provided pursuant to Section 4(2) of the Act and
                           comparable provisions of the Nevada Securities Act;

                  (b)      The Subscribers have represented and warranted that
                           any filings required in conjunction with the
                           transactions contemplated in this Agreement required
                           under the laws of the State of Nevada will be
                           promptly made.

         (2)      All of the Stock will bear legends restricting its transfer,
                  sale, conveyance or hypothecation unless such Stock is either
                  registered under the provisions of Section 5 of the Act and
                  under the Nevada Securities Act, or an opinion of legal
                  counsel, in form and substance satisfactory to legal counsel
                  to the Corporation is provided by the Subscribers to the
                  effect that such registration is not required as a result of
                  applicable exemptions therefrom;

         (3)      The Corporation's transfer agent shall be instructed not to
                  transfer any of the Stock unless the Corporation advises it
                  that such transfer is in compliance with all applicable laws
                  and has been approved by the Corporation;

         (4)      The Subscribers are acquiring the Stock for their own account,
                  for investment purposes only, and not with a view to further
                  sale or distribution; and


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         (5)      Each Subscriber or his or her advisors have examined the
                  Corporation's latest reports to the Securities and Exchange
                  Commission on Forms 10-KSB, 10-QSB and 8-K (collectively and
                  generically hereinafter referred to as "34 Act Reports"), have
                  been provided with access to all of the Corporation's books
                  and records and have questioned the Corporation's officers and
                  directors as to such matters involving the Corporation as the
                  Subscribers deemed appropriate.

(b)      The Corporation hereby represents, warrants, covenants and acknowledges
         that:

         (1)      The Stock is being transferred without registration under the
                  provisions of Section 5 of the Act or under the Nevada
                  Securities Act pursuant to the exemptions provided by Section
                  4(2) of the Act and comparable provisions of the Nevada
                  Securities Act;

         (2)      All of the Stock will bear legends restricting its transfer,
                  sale, conveyance or hypothecation within the jurisdictional
                  boundaries of the United States, unless such Stock is either
                  registered under the provisions of Section 5 of the Act and
                  under applicable state securities laws, or an opinion of legal
                  counsel is provided by the Corporation certifying that such
                  registration is not required as a result of applicable
                  exemptions therefrom;

         (3)      The Corporation shall not transfer any of the Subsidiary Stock
                  except in compliance with all applicable laws; and

         (4)      The Corporation is acquiring the Subsidiary Stock for its own
                  account, for investment purposes only and not with a view to
                  further sale or distribution.

1.3      LIABILITIES.

(a)      Any liabilities in any manner encumbering or affecting the Subsidiary
         or its assets are disclosed on Exhibit 1.3 annexed hereto and made a
         part hereof (the "Disclosed Subsidiary Liabilities").

(b)      The Subscribers hereby covenant and agree to indemnify and hold the
         Corporation harmless from any liabilities of the Subsidiary or
         affecting the Subsidiary's assets other than the Disclosed Subsidiary
         Liabilities ("Undisclosed Subsidiary Liabilities") and the Corporation
         may, in addition to all other legal or equitable remedies that may be
         available, offset from any funds, securities or other things of value
         due to the Subscribers or the Subscribers' affiliates (as that term is
         most liberally defined for federal securities law purposes), such sums
         as may be required to make the Corporation whole as a result of the
         assertion of any Undisclosed Subsidiary Liability against the
         Subsidiary or its assets.


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                                   ARTICLE TWO
                         REPRESENTATIONS AND WARRANTIES

2.1      THE CORPORATION.

         The Corporation hereby represents and warrants to each Subscriber, as a
material inducement to his, her or its entry into this Agreement, that, except
as disclosed in Exhibit 2.1 (the "Corporation's Warranty Exceptions") or in the
Corporation's 34 Act Reports filed prior to the date of this Agreement, the
following representations and warranties are, to the best of the Corporation's
knowledge, materially accurate:

(a)      The Corporation owns or leases the assets described in the
         Corporation's 34 Act Reports subject to such changes in inventory and
         supplies as were required in the ordinary course of business;

(b)      The Corporation has 100,000,000 shares of Common Stock $0.001 par
         value, authorized, of which a total of 7,780,000 shares are currently
         outstanding or reserved, there being no other outstanding securities of
         any class or of any kind or character of the Corporation (except for
         certain Preferred Stock described hereinafter), there being no
         outstanding subscriptions, options, warrants or other agreements or
         commitments obligating the Corporation to issue or sell any additional
         shares of the Corporation's Stock or any options or rights with respect
         thereto, or any securities convertible into any shares of Stock of any
         class, except with reference to rights granted to the Corporation's
         officers and certain officers of subsidiaries under employment
         agreements for bonus awards based upon performance at year end. In
         addition to the foregoing the Corporation shall have issued to its
         existing management group as of the date of closing an additional
         2,000,000 shares of Preferred Stock $0.001 par value, carrying voting
         rights of 5 votes for each share of Preferred Stock and conversion
         rights equal to 2 shares of Common Stock for each share of Preferred
         Stock. To the extent all of such 2,000,000 shares of preferred stock
         shall not have been issued by the Closing Date, notwithstanding
         anything to the contrary herein or in any other agreements between the
         Corporation and Subsidiary or Subscriber, the Corporation may issue the
         balance of such 2,000,000 shares of preferred stock to its management.
         An additional 3,000,000 shares of such Preferred Stock shall be subject
         to options in favor of Vern Kendrick as described in his employment
         agreement. Further, nothing herein shall preclude the Corporation from
         issuing additional Common Stock or Options pursuant to a qualified
         Employee Stock Option Plan, profit sharing plan or other bonus
         arrangement as the parties may subsequently determine.

(c)      The Corporation is not a party to any written or oral agreement which
         grants an option or right of first refusal or other arrangement to
         acquire any of its securities or to any agreement that affects the
         voting rights of any of its securities, nor has the Corporation made
         any commitment of any kind relating to the issuance of shares of any of
         the Corporation's securities, whether by subscription, right of
         conversion, option or


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         otherwise; except that an employment agreement may be entered into with
         the Subscriber which provides for issuance of stock and/or options
         and/or warrants to the Subscriber.

(d)      The Corporation is not a party to any agreement or understanding for
         the sale or exchange of inventory or services for consideration other
         than cash or at a discount in excess of normal discount for quantity or
         cash payment;

(e)      There are presently no contingent liabilities, factual circumstances,
         threatened or pending litigation, contractually assumed obligations or
         unasserted possible claims which might result in a material adverse
         change in the future financial condition or operations of the
         Corporation;

(f)      The execution, delivery and performance of this Agreement and the
         transactions contemplated hereby do not require the consent, authority
         or approval of any other person or entity except such as have been
         obtained;

(g)      Except as otherwise disclosed herein no transactions have been entered
         into either by or on behalf of the Corporation, other than in the
         ordinary course of business nor have any acts been performed (including
         within the definition of the term performed the failure to perform any
         required acts) which would adversely affect the goodwill of the
         Corporation;

(h)      The entering into of this Agreement and the performance thereof has
         been duly and validly authorized by all required corporate action;

(i)      (1)      The certified, consolidated financial statements of the
                  Corporation and its subsidiaries, including consolidated
                  statements of operations, stockholders investment and cash
                  flows and consolidated balance sheets for its last two fiscal
                  years, and unaudited consolidated financial statements for the
                  period from the last consolidated certified financial
                  statement until the end of the Corporation's fiscal quarter
                  closest to the date of this Agreement, all prepared in
                  accordance with generally accepted accounting principles,
                  consistently applied, are included in the Corporation's 34 Act
                  Reports (the "Corporation's Financial Statements").

         (2)      The Corporation's Financial Statements, as contained in its 34
                  Act Reports, fairly present the Corporation's financial
                  condition as of their respective dates and its results of
                  operations for their respective periods in accordance with
                  generally accepted accounting principles, consistently
                  applied;

(j)      (1)      Except as and to the extent reflected or reserved against in
                  the consolidated balance sheet of the Corporation and its
                  subsidiaries (the "Corporation's Interim Balance Sheet), as of
                  Dec. 31, 1999 the Corporation and its subsidiaries had no
                  liabilities or legal obligations of a nature required to be
                  reflected on a corporate balance sheet prepared in accordance
                  with generally accepted accounting principles or disclosed in
                  the notes thereto, whether absolute, accrued, contingent, or
                  otherwise and whether due or to become due (including, without
                  limitation,



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                  liabilities for taxes and interest, penalties, and other
                  charges payable with respect thereto in respect of or measured
                  by the income of the Corporation through such date, or arising
                  out of any transaction entered into prior thereto).

         (2)      There is no material reasonable basis for the assertion
                  against the Corporation or any of its subsidiaries of any
                  liability or obligation which is not fully reflected or
                  reserved against in the Corporation's various securities
                  filings or in the Corporation's Interim Balance Sheet or
                  disclosed in the notes thereto, except liabilities or
                  obligations incurred since Dec. 31, 1999 in the ordinary
                  course of Corporation business.

(k)      Since the date of the Corporation's Financial Statements no events have
         occurred nor have any facts been discovered which could have a material
         adverse effect on the financial status, results of operations or
         prospects of the Corporation;

         (1)      On the Closing Date of this Agreement, the Corporation's net
                  liabilities, excluding liabilities as a result of the
                  transaction contemplated hereby, shall not exceed those
                  disclosed in its annual financial report for the twelve month
                  period ended Dec. 31, 1999, by more than $25,000, and since
                  that date and such filing, there has not been any materially
                  adverse change in the financial condition, operations or
                  prospects of the Corporation;

(m)      The Corporation and its subsidiaries do not have any liabilities which
         constitute a lien or charge on their securities or assets;

(n)      The Corporation and each of its subsidiaries has good, valid and
         marketable title to all of its assets, subject to no mortgage, pledge,
         lien, encumbrance, security interest or charge, except as disclosed in
         the Corporation's Financial Statements, and can and will retain free
         and clear title thereto after Closing on this transaction, free and
         clear of any liens whatsoever;

(o)      There are no claims, actions, suits, proceedings or investigations
         pending or threatened against the Corporation or any of its
         subsidiaries except as disclosed in the Corporation's securities
         filings and the Corporation does not know of any basis for any such
         claim, action, suit, proceeding or investigation;

(p)      During the past 12 months neither the Corporation nor any of its
         subsidiaries have disposed of any assets or contractual rights which
         disposition, in the opinion of the Corporation's management, has had or
         will in the future have a materially adverse impact on the business of
         the Corporation and its subsidiaries taken as a whole;

(q)      (1)      The Corporation has filed with the appropriate governmental
                  agencies all tax returns and tax reports required to be filed;
                  all federal, state and local income, profits, franchise,
                  sales, use, occupation, property or other taxes due have been
                  fully paid, and, the Corporation is not a party to any action
                  or proceeding by any


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                  governmental authority for assessment or collection of taxes,
                  nor has any claim for assessments been asserted against the
                  Corporation or its assets, nor is the Corporation aware of any
                  facts or circumstances which could give rise to the assertion
                  of any viable, material claim; and

         (2)      All taxes that the Corporation is or was required to withhold
                  or collect have been duly withheld or collected and to the
                  extent required have been paid to the proper governmental
                  authority or person;

(r)      The Corporation and each of its current, material operating
         subsidiaries is, as of the date of this Agreement, a validly existing
         corporation, organized pursuant to the laws of the their respective
         jurisdictions of incorporation and qualified to do business in each
         state where required to do so, with all legal and corporate authority
         and power to conduct its business and to own its properties and
         possesses all necessary permits and licenses required in connection
         with the conduct of its business;

(s)      The conduct of the Corporation's business is in material compliance
         with applicable federal, state and local governmental statutes, rules,
         regulations, ordinances and decrees;

(t)      The execution and delivery of this Agreement, the consummation of the
         transactions herein contemplated and compliance with the terms of this
         Agreement will not conflict with or result in a breach in any of the
         terms or provisions of, or constitute a default under, the certificate
         of incorporation or bylaws of the Corporation; any indenture, contract,
         other material agreement or instrument to which the Corporation or any
         of its subsidiaries or their respective assets are bound; or, violate
         any applicable regulation, judgment, order or decree of any
         governmental instrumentality or court, domestic or foreign, having
         jurisdiction over the Corporation, its securities, assets or
         properties;

(u)      This Agreement constitutes a binding obligation of the Corporation,
         enforceable against it in accordance with the terms hereof, and has
         been authorized by all required corporate action;

(v)      (1)      The Corporation has not experienced any material difficulties
                  with the management or recruiting of employees for its
                  business, nor does the Corporation have any reason to believe
                  that any such difficulties will arise in the future.

         (2)      None of the employees of the Corporation or its subsidiaries
                  are represented by labor unions, nor does the Corporation have
                  any reason to believe that any of its employees desire to be
                  represented by labor unions; and

         (3)      The Corporation has no reason to believe that any of its
                  employees have any potential claims against the Corporation,
                  its subsidiaries or their successors in interest based on
                  violations of equal employment laws, occupational health and
                  safety standards or any other legally protected rights;


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(w)      (1)      The Corporation has not generated any hazardous wastes or
                  engaged in activities which could be interpreted as potential
                  violations of laws, statutes, regulations ordinances or
                  judicial decrees in any manner regulating the generation or
                  disposal of hazardous waste.

         (2)      There are no on-site or off-site locations where the
                  Corporation or any of its subsidiaries has stored, disposed or
                  arranged for the disposal of chemicals, pollutants,
                  contaminants, wastes, toxic substances, petroleum or petroleum
                  products; there are no underground storage tanks located on
                  property owned or leased by the Corporation or any of its
                  subsidiaries; and, no polychlorinated hiphenyle are used or
                  stored at any property owned or leased by the Corporation or
                  any subsidiary;

(x)      (1)      The Corporation currently has in full force and effect
                  insurance policies of the kind and in coverage amounts
                  adequate to meet its current insurance requirements; and

         (2)      There are no impediments to obtaining hazard and liability
                  insurance covering all of the Corporation's assets and
                  operations, at commercially reasonable insurance rates, nor
                  does the Corporation have any basis for believing that such
                  insurance, at such rates, will not be obtainable by the
                  Corporation in the future;

(y)      All of the information reflected in the foregoing representations and
         warranties is complete and accurate, and does not omit any information
         required to make the information provided non-misleading, accurate and
         meaningful, in light of the nature of this transaction; and

(z)      There is no material fact, development or threatened development that
         materially adversely affects, or is likely to materially adversely
         affect the business of the Corporation, which the Corporation has not
         publicly disclosed or privately disclosed, either expressly or by
         reasonable implication, to the Subscribers.

2.2      THE SUBSIDIARY.

         The Subsidiary and each of the Subscribers, jointly and severally,
hereby represent and warrant to the Corporation, as a material inducement to the
Corporation's entry into this Agreement, that, except as specified on Exhibit
2.2 annexed hereto and made a part hereof (the "Subsidiary's Warranty
exceptions"), the following representations and warranties are, to the best of
their knowledge, materially accurate:

(a)      (1)      Exhibits 2.2(a) Subsidiary's Property Inventory (Real and
                  Personal), 2.2(a-1) Subsidiary Technology and Intellectual
                  Property, 2.2(a-2) Functional Specifications and 2.2(a-3)
                  Patents and Copyrights contain a complete and accurate list of
                  all real and all personal property owned by the Subsidiary,


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                  tangible, intangible and inchoate (the term Subsidiary in the
                  context of this Article being deemed to include all
                  subsidiaries of the Subsidiary and sibling corporation's of
                  the Subsidiary, the assets and operations of which are to be
                  included among the subjects of this Agreement), and the
                  principal terms of all patents, trademarks, copyrights, trade
                  names, domain names, service marks, other intellectual
                  property, franchises and licenses held by the Subsidiary for
                  use in manufacture and sale of computer related products,
                  including identification of the licensor, the formulae for
                  royalty or other payments thereunder, the expiration dates,
                  and other terms of any extensions or renewals permitted
                  thereunder. Except as disclosed on Exhibit 2.2 the Subsidiary
                  has good and defensible title to all of its material
                  properties and assets, including without limitation those
                  reflected in the Subsidiary's financial statements and those
                  used or located on property controlled by Subsidiary in its
                  business (except assets leased or sold in the ordinary course
                  of business), subject to no mortgage, pledge, lien, charge,
                  security interest, encumbrance or material restriction

         (2)      The operations of any affiliated entities which comprise the
                  total business of which the Subsidiary has been a part since
                  its inception have been consolidated as to ownership and
                  control under the Subsidiary, in a manner resulting in the
                  control and ownership thereof by the Subsidiary, and, as a
                  consequence of the transactions contemplated by this
                  Agreement, all such assets and operations shall become the
                  indirect property (through ownership of the Subsidiary's
                  capital stock) of the Corporation.

         The Subsidiary owns or possesses legal rights to all patents,
         trademarks, service marks, trade names, copyrights, trade secrets, and
         other proprietary rights and processes necessary to complete its
         business plan (together, the "Intellectual Property") without any known
         infringement of the rights of others. There are no outstanding options,
         licenses or agreements of any kind with respect to the Intellectual
         Property of any other person or entity other than (i) such licenses or
         agreements arising from the purchase of "off the shelf" or standard
         products and (ii) licenses with customers for their use of Intellectual
         Property entered into in the ordinary course of Subsidiary's business.
         No employee of Subsidiary is obligated under any contract (including
         licenses, covenants or commitments of any nature) other agreement, or
         subject to any judgment, decree or order of any court or administrative
         body, that would interfere with his duties to the Subsidiary or that
         would conflict with the Subsidiary's business. The Subsidiary has taken
         all reasonable and customary actions to protect and maintain the
         confidentiality and secrecy of all Intellectual Property.

(b)      (1)      The Subsidiary has 20,000,000 shares of voting Common Stock,
                  $0.001 par value, authorized, 5,000,000 shares of which are
                  currently issued, and 5,000,000 shares of Preferred Stock,
                  $0.001 par value, no shares of which currently issued and
                  outstanding there being no other authorized or outstanding
                  securities of any class or of any kind or character of the
                  Subsidiary.


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         (2)      There are no outstanding subscriptions, options, warrants or
                  other agreements or commitments obligating the Subsidiary or
                  any Subscriber to issue or sell any additional shares of
                  Subsidiary Stock or any options or rights with respect
                  thereto, or any securities convertible into any shares of
                  Subsidiary Stock of any class;

(c)      Upon conveyance of the Subsidiary Stock by the Subscribers, the
         Corporation will become the owner of 80% of the Subsidiary's
         authorized, issued and outstanding equity securities;

(d)      As of the, Closing Date on this Agreement, the Subsidiary will not be a
         party to any written or oral agreement which grants any option or right
         of first refusal or other arrangement to acquire any of its securities
         or to any agreement that will affect the voting rights of any of its
         securities, nor have the Subscriber or the Subsidiary made any
         commitment of any kind relating to the issuance of shares of any of the
         Subsidiary's equity securities, whether by subscription, right of
         conversion, option or otherwise;

(e)      The Subsidiary is not a party to any agreement or understanding for the
         sale or exchange of inventory or services for consideration other than
         cash or at a discount in excess of normal discounts for quantity or
         cash payment;

(f)      There are presently no contingent liabilities, factual circumstances,
         threatened or pending litigation, contractually assumed obligations or
         unasserted possible claims known to the Subsidiary which might result
         in a material adverse change in the future financial condition or
         operations of the Subsidiary;

(g)      The execution, delivery and performance of this Agreement and the
         transactions contemplated hereby do not require the consent, authority
         or approval of any other person or entity, except such as have been
         obtained;

(h)      No transactions have been entered into either by or on behalf of the
         Subsidiary, other than in the ordinary course of business nor have any
         acts been performed (including within the definition of the term
         performed the failure to perform any required acts) which would
         materially adversely affect the goodwill of the Subsidiary;

(i)      The entering into of this Agreement and the performance required
         hereunder has been duly and validly authorized by all required
         corporate action;

(j)      (1)      Annexed hereto and made a part hereof as composite Exhibit
                  2.2(j) are: (a) an unaudited balance sheet of the Subsidiary
                  as of November 30, 1999, with the related statement of
                  operations and accumulated deficit and unaudited statements of
                  cash flows for the from inception to November 30, 1999 (such
                  balance sheets, statements of operations and other statements
                  are referred to herein as the "Subsidiary's Financial
                  Statements").


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         (2)      The Subsidiary's Financial Statements fairly present the
                  financial condition of the Subsidiary as of the dates thereof,
                  and the results of operations of the Subsidiary for the
                  periods indicated, in each case in accordance with generally
                  accepted accounting principles applied on a consistent basis;

         (3)      Except as and to the extent reflected or reserved against in
                  the Subsidiary's Balance Sheet, the Subsidiary had no
                  liabilities or legal obligations of a nature required to be
                  reflected on a corporate balance sheet prepared in accordance
                  with generally accepted accounting principles or disclosed in
                  the notes thereto, whether absolute, accrued, contingent, or
                  otherwise and whether due or to become due (including, without
                  limitation, liabilities for taxes and interest, penalties, and
                  other charges payable with respect thereto (a) in respect of
                  or measured by the income of the Subsidiary through such date,
                  or (b) arising out of any transaction entered into prior
                  thereto).

         (4)      There is no basis for the assertion against the Subsidiary of
                  any liability or obligation which is not fully reflected or
                  reserved against in the Subsidiary's Interim Balance Sheet or
                  disclosed in the notes thereto, except liabilities or
                  obligations incurred since November 30, 1999 in the ordinary
                  course of the Subsidiary's business consistent with its past
                  practice.

(k)      Except as reflected in the Subsidiary's Financial Statements, since
         Nov. 30, 1999 the Subsidiary has not suffered any material adverse
         change in its financial condition, assets, liabilities or business; or
         suffered any material casualty loss (whether or not insured);

(1)      On the Closing Date of this Agreement, the Subsidiary's aggregate
         liabilities, whether accrued or inchoate, shall not exceed $25,000
         (including liabilities owed to the Subscribers) and such liabilities
         shall not require any payments, other than as specifically disclosed in
         Exhibit 1.3, and the Subsidiary's unaudited Financial Statement shall
         reflect paid-in capital of not less than $25,000.

(m)      None of the properties or assets used in the business of the Subsidiary
         are subject to any mortgage, pledge, lien, security interest,
         conditional sale agreement, encumbrance, or charge of any kind, except
         as disclosed in Exhibit 1.3;

(n)      (1)      There are no claims, actions, suits, proceedings or
                  investigations pending or threatened by or against the
                  Subsidiary and the Subsidiary does not know of any basis for
                  any such claim, action, suit, proceeding, or investigation;

         (2)      The Subsidiary is not subject to any liabilities or potential
                  liabilities that will subject the Corporation, or its
                  affiliates, stockholders, officers, directors, agents or
                  advisors to any claims or liabilities predicated or emanating
                  from product liability, torts or violations of law
                  attributable to the Subsidiary or for which the Subsidiary
                  assumed responsibility or which can in any manner be imputed
                  to the Subsidiary or its assets;


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(o)      The Subsidiary has no liabilities involving expenses attributable
         directly, indirectly or incidentally to any litigation;

(p)      Except as otherwise disclosed in the Subsidiary's Financial Statements
         the Subsidiary has good, valid, and marketable title to all its
         properties, licenses, and assets, real, personal and mixed, tangible
         and intangible;

(q)      (1)      Since its inception the Subsidiary has not disposed of any
                  assets or contractual rights which disposition has had or will
                  in the future have a materially adverse effect on the business
                  of the Subsidiary and no such disposition will be made by the
                  Subsidiary outside the ordinary course of business during the
                  interim between execution of this Agreement and the Closing,
                  unless this Agreement shall have been terminated, without the
                  prior written consent of the Corporation;

         (2)      Neither the Subsidiary nor its subsidiaries, if any, have,
                  during the six months proceeding the date of this Agreement,
                  distributed any unusual amounts of income to their
                  stockholders, agents, employees or any related parties.

(r)      The Subsidiary has filed with the appropriate governmental agencies all
         tax returns and tax reports required to be filed; all United States,
         state and local income, profits, franchise, sales, use, occupation,
         property or other taxes due have been fully paid, except as listed on
         Exhibit 1.3; and, the Subsidiary is not a party to any action or
         proceeding by any governmental authority for assessment or collection
         of taxes, nor has any claim for assessments been asserted against the
         Subsidiary or its assets;

(s)      The Subsidiary is, as of the date of this Agreement, a validly existing
         corporation, organized pursuant to the laws of the State of Florida
         (and its subsidiaries and sibling corporations are validly organized
         and in good standing under their laws of their corporate domiciles),
         with all legal and corporate authority and power to conduct its
         business and to own its properties and possesses all necessary permits
         and licenses required in connection with the conduct of its business;

(t)      The conduct of the Subsidiary's business is in material compliance with
         all applicable federal, state and local governmental statutes, rules,
         regulations, ordinances and decrees;

(u)      The execution and delivery of this Agreement, the consummation of the
         transactions herein contemplated and compliance with the terms of this
         Agreement will not conflict with or result in a breach in any of the
         terms or provisions of, or constitute a default under, the Articles of
         Incorporation or By-Laws of the Subsidiary; any indenture, other
         material agreement or instrument to which the Subsidiary or its
         stockholders are a party or by which the Subsidiary or its assets are
         bound; or, any applicable regulation, judgment, order or decree of any
         governmental instrumentality or court, domestic or foreign, having
         jurisdiction over the Subsidiary, its securities or its properties;


                                       12
<PAGE>   13


(v)      This Agreement constitutes the valid and binding agreement of the
         Subsidiary and is enforceable in accordance with its terms, except as
         enforceability may be limited by applicable bankruptcy, reorganization,
         moratorium or similar laws affecting the enforcement of creditors'
         rights generally and by general equitable principles (whether
         enforcement is sought by proceedings in equity or at law, no such
         proceeding being anticipated or under consideration);

(w)      (1)      The Subsidiary has not experienced any material difficulties
                  with the management or recruiting of employees for its
                  business, nor does the Subsidiary have any reason to believe
                  that any such difficulties will arise in the future.

         (2)      Employees of the Subsidiary are not represented by labor
                  unions; and

         (3)      The Subsidiary has no reason to believe that any of its
                  employees have any potential claims against the Subsidiary or
                  its successors in interest based on violations of equal
                  employment laws, occupational health and safety standards or
                  any other legally protected rights;

(x)      (1)      The Subsidiary has no reason to believe that it has generated
                  any hazardous wastes or engaged in activities which violate or
                  could be interpreted as violating any laws, statutes,
                  regulations ordinances or judicial decrees in any manner
                  regulating the generation or disposal of hazardous waste.

         (2)      There are no on-site or off-site locations where the
                  Subsidiary has stored, disposed or arranged for the disposal
                  of chemicals, pollutants, contaminants, wastes, toxic
                  substances, petroleum or petroleum products; there are no
                  underground storage tanks located on property owned or leased
                  by the Subsidiary; and, no polychlorinated hiphenyle are used
                  or stored at any property owned or leased by the Subsidiary;

(y)      All of the information reflected in the foregoing representations and
         warranties is complete and accurate, and does not omit any information
         required to make the information provided non-misleading, accurate and
         meaningful, in light of the nature of this transaction.

         There is no material fact, development or threatened development that
         materially adversely affects, or is likely to materially adversely
         affect the business of the Subsidiary, which the Subscriber has not
         disclosed, either expressly or by reasonable implication, to the
         Corporation.

(z)      Exhibit 2.2 (aa) contains a list and description of material contracts
         to which the Subsidiary is a party, whether written or oral. The
         Subsidiary has not breached, or committed any default under, any
         material contract to which it is a party. To the best of the knowledge
         of the Subsidiary and the Subscriber, no other person has violated or
         breached or committed any default under any material contract.
         Furthermore, to the best of the Subsidiary and Subscriber's knowledge,
         no event has occurred and no circumstance or condition exists that


                                       13
<PAGE>   14


         (with or without notice or lapse of time) will, or could be reasonably
         expected to (a) result in a violation or breach of any of the
         provisions of any such material contract (b) give any person the right
         to declare a default or exercise any remedy under any material contract
         (c) give any person the right to accelerate the maturity or performance
         of any material contract or (d) give any person the right to cancel,
         terminate or modify any such material contract. Subsidiary has not
         waived any of its material rights under any material contract.

(aa)     Exhibit 2.2 (bb) contains a list of each Employee, whether full or part
         time and whether currently being paid or not, of Subsidiary, such
         employees' beginning date, salary, position, description of material
         duties, credentials, including educational background and experience, a
         description of fringe benefits applicable to such employee, a copy of
         written employment agreements and a description of any verbal
         employment agreements. Subsidiary and Subscriber are not aware of any
         verbal employment agreements. Subsidiary and Subscriber are not aware
         of any circumstances or conditions which could lead to the loss of any
         such employees. Such Exhibit also sets forth each salary, bonus,
         deferred compensation, incentive compensation, medial termination pay
         and/or other plan, program or agreement (collectively, the "Plan")
         sponsored, maintained or contributed to or required to be contributed
         to by Subsidiary for the benefit of any employee. Subsidiary is in
         compliance in all medical respects with all presently applicable
         provisions of the Employee Retirement Income Security Act of 1974, as
         amended. Such Exhibit also contains a separate list, identified as
         such, of employees Subsidiary anticipates hiring and their anticipated
         start date and terms of employment. No employee or prospective employee
         has been promised any compensation, raises, stock, options, fringe
         benefits or other remuneration except as provided on Exhibit 2.2 (bb).

(bb)     Subsidiary has in place procedures to insure that on a regular basis
         software code and other Intellectual Property prepared by its employees
         is available to and usable by the Subsidiary and is in accessible form
         (i.e. such information is not contained in encrypted files, stored
         offsite or otherwise under the control of any employee without access
         thereto by the Subsidiary). All such procedures are described in detail
         in Exhibit 2.2(cc). The Subsidiary has the legal right to all software
         and other Intellectual Property produced by the employees in
         connections with, relating to or arising out of any project or matter
         of the Subsidiary. Each employee is bound to uphold the confidentiality
         of any Intellectual Property of the Subsidiary and, is legally
         prohibited from utilizing any of such Intellectual Property for any
         other employer, person, firm, entity, venture or endeavor of any kind
         or nature whatsoever.

(cc)     Subsidiary is the lessee of a lease for its business premises, the
         material terms and conditions of which (description and location of
         premises, square footage rent, expense payments, term, options to renew
         and to lease additional space, rent escalation factors and other
         important matters) are set forth on Exhibit 2.2 (dd). A true copy of
         such lease, and any amendments thereto, has been delivered to the
         Company. Such lease is in full force and effect, there have been no
         uncured defaults thereunder and there are no events which, upon lapse
         of time or the giving of notice, would constitute a default by either
         party to such lease.


                                       14
<PAGE>   15


2.3      THE SUBSCRIBERS.

         Each Subscriber hereby represents and warrants to the Corporation, as a
material inducement to the Corporation's entry into this Agreement, that, except
as specified on Exhibit 2.3 annexed hereto and made a part hereof (the
"Subscribers' Warranty exceptions"), the following representations and
warranties are, to the best of the Subscribers' knowledge, materially accurate;

(a)      Each Subscriber will, on the Closing Date, own the Subsidiary stock,
         registered in his her or its name and subject to no liens, pledges or
         encumbrances, and will convey good title thereto to the Corporation,
         there being no outstanding subscriptions, options, warrants or other
         agreements or commitments obligating the Subscriber to sell any of his
         shares of the Subsidiary's Stock or any options or rights with respect
         thereto;

(c)      All of the information reflected in the foregoing representations and
         warranties and, the representations and warranties made by the
         Subsidiary, are complete and accurate, and do not omit any information
         required to make the information provided non-misleading, accurate and
         meaningful, in light of the nature of this transaction;

(d)      (1)      Annexed hereto and made a part hereof as composite Exhibit
                  2.3(c) are completed officers and directors questionnaires
                  pertaining to each Subscriber and company questionnaires
                  pertaining to the Subsidiary, which each Subscriber has either
                  completed or reviewed, on forms provided by the Corporation's
                  legal counsel (collectively hereinafter referred to as the
                  Questionnaires"); and

         (2)      The Questionnaires have been completed and answered in an
                  accurate and complete fashion, and do not fail to disclose any
                  information necessary to render the information provided, not
                  misleading.

(d)      Annexed hereto and made a part hereof as Exhibit 2.3(d) is a complete,
         accurate and not misleading, narrative disclosure document providing
         the information called for by Securities and Exchange Commission
         Regulation SB with reference to the Subsidiary, its operations and
         background.


                                  ARTICLE THREE
                                   CONDITIONS

3.1      CONDITION SUBSEQUENT

(a)      The obligations of the Parties are subject to the condition subsequent
         that the Subsidiary's Financial Statements comply or can within the 90
         day period following the Closing on this Agreement be made to comply
         with the requirements of Regulation S-B promulgated under the
         Securities Exchange Act of 1934.


                                       15
<PAGE>   16


(b)      In the event that the Securities and Exchange Commission advises the
         Corporation that the financial statements of the Subsidiary (excluding
         pro forma financial statements) filed with the Form 8-K of the
         Corporation relating to the acquisition of the Subsidiary, or an
         amendment thereto, fail to comply in a material respect with generally
         accepted accounting principals or the requirements of Regulation S-B
         and the Securities and Exchange Commission is unwilling to waive such
         deficiencies, the Corporation and the Subsidiary will use their best
         efforts to correct the subject financial statements in such manner as
         will satisfy the Securities and Exchange Commission's objections
         thereto or cause the Securities and Exchange Commission to withdraw its
         objections; provided that, if such corrections are not affected or such
         objections withdrawn within three months after any deficiencies are
         raised by the Securities and Exchange Commission, the Corporation may
         elect to rescind this Agreement, ab initio, unless the Parties can, at
         such time, agree on a restructuring of this transaction in a manner
         meeting the applicable reporting requirements imposed by applicable
         United States and state securities law requirements.

3.2      CONDITIONS TO THE CORPORATION'S OBLIGATIONS

         The obligations of the Corporation under this Agreement are subject to
the Subsidiary's (the term Subsidiary in the context of this Article being
deemed to include all subsidiaries of the Subsidiary and sibling corporations of
the Subsidiary, the assets and operations of which are to be included among the
subjects of this Agreement) and Subscribers' satisfaction, or the written waiver
by the Corporation, of the following conditions prior to Closing (the
"Conditions Precedent"):

(a)      That all covenants, agreements, actions, proceedings, instruments and
         documents required to be carried out or delivered by a Subscriber or
         the Subsidiary pursuant to this Agreement shall have been performed,
         complied with or delivered to the Corporation in accordance with the
         terms thereof.

(b)      That the warranties and representations made by the Subscribers and the
         Subsidiary in this Agreement shall be true and correct in all material
         respects on and as of the date of Closing and shall be deemed to be
         made on and as of such date.

(c)      That there are no material violations of any laws, statutes,
         ordinances, orders, regulations or requirements of any governmental
         authority affecting the Subsidiary or its assets, nor will there be any
         at the time of Closing.

(d)      There is no action, suit or proceeding pending or threatened against or
         affecting the Subsidiary or its assets in any court or before or by any
         federal, provincial, state, county or municipal department, commission,
         board, bureau, agency or other governmental instrumentality which would
         affect the Subscriber's or the Subsidiary's ability to perform
         hereunder or which could affect the business of the Subsidiary in a
         materially adverse manner.


                                       16
<PAGE>   17


(e)      That the Subsidiary is in material compliance with all applicable
         federal, state or local statutes, regulations, rules or ordinances
         applicable to the it, its securities or assets and that the
         transactions contemplated hereby will not result in any violations
         thereof.

(f)      That the issuance of the Stock and the transfer of the Subsidiary Stock
         complies with the requirements for exemption from registration under
         the statutes, regulations and rules applicable thereto and of
         comparable provisions of the laws of the Corporation's and the
         Subscriber's state of domicile.

(g)      That all licenses, patents and intellectual property rights heretofore
         held or owned by the Subsidiary continue to be in good standing and not
         subject to legal or other challenges, and that after Closing on this
         Agreement, they will continue to remain in full force, effect and
         validity, and that the Subsidiary shall have had properly assigned to
         it all patents, copyrights, trademarks, trade secrets, processes,
         concepts, plans, working drawings and other intellectual property
         rights of any nature developed by Vern C. Kendrick in connection with
         the business of Subsidiary.

(h)      That the operations of any affiliated entities which comprise the total
         business of which the Subsidiary has been a part since its inception
         have been consolidated as to ownership and control under the
         Subsidiary, in a manner resulting in the control and ownership thereof
         by the Subsidiary, and, that as a consequence of the transactions
         contemplated by this Agreement, all such assets and operations shall
         become the indirect property (through ownership of the Subsidiary's
         capital stock) of the Corporation.

(i)      That the Subsidiary and Subscriber shall have furnished to the
         Corporation such books, records, minutes, documentation, information,
         and data as the Corporation may have requested in order to complete its
         due diligence investigation prior to closing and shall have permitted
         the Corporation and its agents to inspect the business of the
         Subsidiary and investigate its Intellectual Property.

3.3      CONDITIONS TO THE SUBSCRIBERS' OBLIGATIONS

         The obligations of the Subscribers under this Agreement are subject to
the Subscriber's satisfaction, or the written waiver thereof by the Subscribers,
of the following conditions prior to Closing (the 'Subscribers' Conditions
Precedent"):

(a)      That all covenants, agreements, actions, proceedings, instruments and
         documents required to be carried out or delivered by the Corporation
         pursuant to this Agreement shall have been performed, complied with or
         delivered to the Subscriber in accordance with the terms thereof.

(b)      That the warranties and representations made by the Corporation in this
         Agreement shall be true and correct in all material respects on and as
         of the date of Closing and shall be deemed to be made on and as of such
         date.


                                       17
<PAGE>   18


(c)      That the issuance of the Stock and the transfer of the Subsidiary Stock
         complies with the requirements for exemption from registration under
         the statutes, regulations and rules applicable thereto, including,
         without limitation, the provisions of Sections 4(l), 4(2) or 4(6) of
         the Securities Act of 1933, as amended, of Regulation D promulgated
         thereunder, and of comparable provisions of the laws of the
         Corporation's and the Subscriber's state of domicile.

(d)      That the Corporation shall have furnished to Subscriber such books,
         records, minutes and other documents as it may reasonably request and
         require to complete its due diligence investigation prior to closing.

(e)      That the Corporation and the holders of 5,315,000 shares currently
         owned and controlled by the current officers, directors, affiliates and
         founders of the Corporation shall have entered into and executed a
         Shareholder's Agreement with Subscriber providing (i) for continuity of
         business operations; (ii) for the expansion of the current board of
         directors to seven members, an additional two members of which shall be
         appointed by Subscriber for three years, and (iii) that an affirmative
         vote of 66 2/3% of all directors shall be required to dilute or reverse
         the existing capital structure without equivalent consideration;
         acquire subsidiaries in a manner which is unfairly dilutive to any
         Corporation shareholders; or otherwise take action which materially
         changes the existing corporate capital structure without equivalent
         consideration or fundamental mission; all for a period of three years
         from closing. A similar shareholders agreement shall have been entered
         into with Subscriber re: the Subsidiary on the same terms.
         Notwithstanding the foregoing, however, any supermajority provisions
         contained in such shareholders agreements shall apply only during those
         periods of time when Subsidiary's business performance and pre-tax
         profits shall equal or better the performance schedule and standards
         set forth in Exhibit 3.3(e).


                                  ARTICLE FOUR
                                     CLOSING

4.1      CLOSING DATE.

         The effective date of the Closing on this transaction shall be April
19, 2000. Closing will be held by telephone conference arranged by the
Corporation at a mutually agreeable time but may be adjourned and reconvened at
a physical location, if required, at the request of either Party. If closing at
a physical location is required, it shall take place at the Corporation's
offices in Delray Beach, Florida, during normal business hours, at a mutually
convenient time within ten business days following the adjourned teleconference
closing session.


                                       18
<PAGE>   19


4.2      ITEMS DELIVERED AT CLOSING BY THE SUBSIDIARY AND THE SUBSCRIBER.

         Prior to the Closing, the Subscribers will deliver the following items
to the Corporation, which shall be held in escrow until completion of the
Closing

(a)      Certificates for all of the Subsidiary Stock, duly endorsed or with
         stock power attached with appropriate signature guarantees, in form and
         substance adequate to permit immediate transfer thereof to the
         Corporation;

(b)      A certification from an officer of the Subsidiary to the effect that
         after consulting with counsel to the Subsidiary or other legal counsel
         acceptable to the Corporation, he or they reasonably believe that:

         (1)      The issuance of the Stock to the Subscribers will not require
                  any actions in the Subscriber's state of domicile, other than
                  such actions as have been taken no later than the fifth day
                  prior to Closing, in order to comply with such state's laws,
                  regulations and rules governing private placements, and that
                  such issuance will not violate any such laws, regulations or
                  rules; and

         (2)      The transfer of the Subsidiary Stock as contemplated by this
                  Agreement meets the requirements of the exemption from
                  registration requirements provided by Sections 4(l), 4(2) or
                  4(6) of the Securities Act of 1933, as amended.

(c)      A certification from the Subsidiary's chief financial officer
         indicating that, after a review of the Subsidiary's books and records
         from the date of the Subsidiary's latest financial statements annexed
         hereto until the fifth day prior to Closing, such review did not give
         such officer cause to believe that any materially detrimental matters
         have occurred, or that there have been any materially detrimental
         changes in the financial condition of the Subsidiary, other than as
         disclosed in this Agreement.

(d)      An investment letter, in the form annexed hereto as Exhibit 4.2(d).

(e)      An opinion letter, from Subsidiary's counsel, to the effect that no
         person or entity has any prior legal right to acquire any portion of
         the Subsidiary's assets, business or shares of stock pursuant to or
         arising out of a certain Reorganization Agreement among Novus
         Environmental, Inc., a Delaware Corporation, WavePower, Inc., a Florida
         corporation and Vernon C. Kendrick dated on or about January 20, 2000.

4.3      ITEMS DELIVERED AT CLOSING BY THE CORPORATION.

         Prior to the Closing, the Corporation will deliver the following to the
Subscriber, which shall be held in escrow until completion of the Closing:


                                       19
<PAGE>   20


(a)      Certificates for the Stock, in denominations of 25,000 shares or
         greater.

(b)      An opinion from the Corporation's legal counsel that the issuance of
         the Stock as contemplated by this Agreement will meet the requirements
         of the exemption from registration requirements provided by Section 4.2
         of the Securities Act of 1933, as amended.

(c)      A certification from the Corporation's chief financial officer
         indicating that, after a review of the Corporation's books and records
         from the date of the Corporation's latest financial statements annexed
         hereto until the fifth day prior to Closing, such review did not give
         such officer cause to believe that any materially detrimental matters
         have occurred, or that there have been any materially detrimental
         changes in the financial condition of the Corporation, other than as
         disclosed in this Agreement.

4.4      CLOSING COSTS.

         Except as expressly provided in this Agreement, each Party shall pay
their own Closing costs. This extends to all attorney's fees incurred prior to
closing, however all post closing attorneys fees shall be paid by the
Corporation insofar as any such fees have been incurred on the business of the
Corporation or the Subsidiary, however not on behalf of the Subscriber.


                                  ARTICLE FIVE
                                     BROKER

5.1      THE SUBSCRIBER.

         The Subscribers and the Subsidiary represent and warrant to the
Corporation that it will not be subject to and will indemnify and hold it
harmless against any claims of brokers, "finders", or other intermediaries for
commissions or other compensation in connection with this Agreement and the
consummation of the transactions contemplated hereby.

5.2      THE CORPORATION.

         The Corporation hereby represents and warrants that it has dealt with
no brokers, "finders", or other intermediaries in conjunction with his
contemplated purchase of the Subsidiary.


                                   ARTICLE SIX
                                    COVENANTS

6.1      MAINTENANCE OF SUBSIDIARY:

         Except as approved by the Corporation's Chief Executive Officer:


                                       20
<PAGE>   21


(b)      The Subsidiary shall not sell or transfer any of the its material
         assets, real, personal, tangible or intangible, other than in the
         ordinary course of business, without the Corporation's explicit prior
         written consent.

(c)      The Subsidiary will keep all of its material assets in good standing,
         order and repair and shall cause any and all necessary remedies and
         repairs thereto to be made on or before the Closing.

(d)      The Subsidiary shall preserve all of its contractual rights in good
         standing.

(e)      The operations of any affiliated entities which comprise the total
         business of which the Subsidiary has been a part since its inception
         will be consolidated as to ownership and control under the Subsidiary,
         in a manner resulting in the control and ownership thereof by the
         Subsidiary, and, as a consequence of the transactions contemplated by
         this Agreement, all such assets and operations shall become the
         indirect property (through ownership of the Subsidiary's capital stock)
         of the Corporation.

6.2      COOPERATION.

         The Corporation and the Subsidiary and their agents shall have
reasonable access to the premises and assets of the other for the purpose of
familiarizing themselves with the operations of each other's business. The
Subsidiary and the Corporation agree to cooperate with each other and to render
a reasonable amount of assistance in the orderly integration of the business of
the Subsidiary into the Corporation's operations and the familiarization of the
Parties therewith.

6.3      POST CLOSING LEGAL ACTIVITIES

(a)      The Corporation's general counsel will prepare and file all required
         reports of the transactions contemplated by this Agreement with the
         Securities and Exchange Commission, such reports to include a detailed
         report of special event on Form 8-K, any required proxy materials, and
         such other matters as, in the opinion of management, may be required.

(b)      The Parties hereby covenant and agree to fully cooperate with the
         Corporation's general counsel in the timely preparation and filing of
         all such materials and reports, which are due on or before the tenth
         day following Closing.

6.4      EMPLOYMENT OF SUBSCRIBERS

(a)      The Subscribers hereby covenant and agree that Vernon C. Kendrick shall
         remain in the employ of the Subsidiary, as its chief executive officer
         and President, and that he shall remain as Chairman of the Board of
         Directors of the Subsidiary for a period of at least 36 months
         following Closing on this Agreement, and that he shall use his best
         efforts and


                                       21
<PAGE>   22


         diligence to assure the success of the Subsidiary's business, and that
         he shall serve in an official capacity with the Corporation if so
         requested and appropriately compensated.

(b)      The Parties hereby acknowledge that Vernon C. Kendrick, who serves as
         an executive officer of the Subsidiary shall be paid annual
         compensation for their services to the Corporation and its
         subsidiaries, including the Subsidiary, in a sum to be agreed upon for
         his services to both the Corporation and the Subsidiary.

(c)      The Parties hereby agree that Vernon C. Kendrick shall execute an
         Employment Agreement in form and substance as set forth in Exhibit
         6.4(c) attached hereto.

6.5      SECONDARY OFFERING

         The Corporation hereby covenants and agrees to use its best efforts to
effect a secondary offering of its securities of at least $5,000,000 within 180
days following the Closing on this Agreement, and to loan a portion of the
proceeds to the Subsidiary on a subordinated, long term basis.

6.6      PRIVATE PLACEMENT

         Upon closing of this Agreement the Subscriber and the Corporation agree
to utilize their respective resources on a "best efforts" basis to assist the
Corporation to obtain an additional paid in capital of at least $2,000,000, for
a share price to be established by mutual agreement. To the extent funds raised
by the Corporation pursuant to a secondary offering of its securities exceeds $5
million, the Corporation's obligations under this paragraph shall be deemed
satisfied.


                                  ARTICLE SEVEN
                                  MISCELLANEOUS

7.1      AMENDMENT.

         No modification, waiver, amendment, discharge or change of this
Agreement shall be valid unless the same is evinced by a written instrument,
subscribed by the Party against which such modification, waiver, amendment,
discharge or change is sought.

7.2      NOTICE.

         All notices, demands or other communications given hereunder shall be
in writing and shall be deemed to have been duly given on the first business day
after mailing by registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:


                                       22
<PAGE>   23


                  To the Corporation:

                             Enter Tech Corporation
                             Attention: Sam Lindsey, President
                             430 E. 6th Street
                             Loveland, CO. 80537

                  To the Subsidiary:

                             WavePower, Inc.
                             Attention: Vernon C Kendrick, President
                             75 N.E. 6th Ave. Delray Beach, Fl. 33483

or such other address or to such other person as any Party shall designate to
the other for such purpose in the manner hereinafter set forth. Copies of any
notice shall also be sent to Jay C. Salyer, Jr. Esq., General Counsel to the
Subsidiary, by facsimile to (954) 792-1007.

7.3      ENTIRE AGREEMENT.

         This instrument, together with the instruments referred to herein,
contain all of the understandings and agreements of the Parties with respect to
the subject matter discussed herein. All prior agreements whether written or
oral are merged herein and shall be of no force or effect.

7.4      SURVIVAL.

         The several representations, warranties and covenants of the Parties
contained herein shall survive the execution hereof and Closing hereon and shall
be effective regardless of any investigation that may have been made or may be
made by or on behalf of any Party.

7.5      SEVERABILITY.

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

7.6      GOVERNING LAW.

         This Agreement shall be construed in accordance with the laws of the
State of Colorado and any legal proceedings pertaining directly or indirectly to
the rights or obligations of the Parties hereunder shall, to the extent legally
permitted, be held in a Court of competent


                                       23
<PAGE>   24


jurisdiction in the Larimer County, City of Loveland, State of Colorado, and
shall be subject to the mediation procedures of such Court.

7.7      INDEMNIFICATION.

         Each Party hereby irrevocably agrees to indemnify and hold the other
Parties harmless from any and all liabilities and damages (including legal or
other expenses incidental thereto), contingent, current, or inchoate to which
they or any one of them may become subject as a direct, indirect or incidental
consequence of any action by the indemnifying Party or as a consequence of the
failure of the indemnifying Party to act, whether pursuant to requirements of
this Agreement or otherwise. Such indemnification shall include, but shall not
be limited to, loss, damage or expense, including reasonable attorneys fees
relating to or arising out of the failure or inaccuracy of any representation,
warranty or covenant made by such party pursuant to such agreement. In the event
it becomes necessary to enforce this indemnity through an attorney, with or
without litigation, the successful Party shall be entitled to recover from the
indemnifying Party, all costs incurred including reasonable attorneys' fees
throughout any negotiations, trials or appeals, whether or not any suit is
instituted.

7.8      LITIGATION.

(a)      In any action between the Parties to enforce any of the terms of this
         Agreement or any other matter arising from this Agreement, the
         prevailing Party shall be entitled to recover its costs and expenses,
         including reasonable attorneys' fees up to and including all
         negotiations, trials and appeals, whether or not litigation is
         initiated.

(b)      In the event of any dispute arising under this Agreement, or the
         negotiation thereof or inducements to enter into the Agreement, the
         dispute shall, at the request of any Party, be exclusively resolved
         through the following procedures:

        (1)    First, the issue shall be submitted to mediation before a
               mediation service in Denver, Colorado to be selected by lot from
               four alternatives to be provided two by each Party. The mediation
               efforts shall be concluded within ten business days after their
               initiation unless the Parties unanimously agree to an extended
               mediation period;

        (2)    In the event that mediation does not lead to a resolution of the
               dispute then at the request of any Party, the Parties shall
               submit the dispute to binding arbitration before an arbitration
               service located in Denver, Colorado to be selected by lot, from
               four alternatives to be provided; and

        (3)    Expenses of mediation shall be borne by the Subsidiary, if
               successful. Expenses of mediation, if unsuccessful and of
               arbitration shall be borne by the Party or Parties against whom
               the arbitration decision is rendered. If the terms of the
               arbitral award do not establish a prevailing Party, then the
               expenses of unsuccessful mediation and arbitration shall be borne
               equally by the Parties.


                                       24
<PAGE>   25


7.9      BENEFIT OF AGREEMENT.

         The terms and provisions of this Agreement shall be binding upon and
inure to the benefit of the Parties, their successors, assigns, personal
representatives, estate, heirs and legatees.

7.10     CAPTIONS.

         The captions in this Agreement are for convenience and reference only
and in no way define, describe, extend or limit the scope of this Agreement or
the intent of any provisions hereof.

7.11     NUMBER AND GENDER.

         All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the Party or
Parties, or their personal representatives, successors and assigns may require.

7.12     FURTHER ASSURANCES.

         The Parties agree to do, execute, acknowledge and deliver or cause to
be done, executed, acknowledged or delivered and to perform all such acts and
deliver all such deeds, assignments, transfers, conveyances, powers of attorney,
assurances, stock certificates and other documents, as may, from time to time
hereafter, be required herein to effect the intent and purpose of this
Agreement.

7.13     STATUS.

         Nothing in this Agreement shall be construed or shall constitute a
partnership, joint venture, employer-employee relationship, lessor-lessee
relationship, or principal-agent relationship; rather, the relationships
established hereby are those of purchaser and seller.

7.14     COUNTERPARTS.

         This Agreement may be executed in any number of counterparts. All
executed counterparts shall constitute one Agreement notwithstanding that all
signatories are not signatories to the original or the same counterpart.
Execution by exchange of facsimile transmission shall be deemed legally
sufficient to bind the signatory; however, the Parties shall, for aesthetic
purposes, prepare a fully executed original version of this Agreement, which
shall be the document filed with the Securities and Exchange Commission.

7.15     LICENSE.

         This Agreement is the property of Jay C. Salyer, Jr., Esq. for use
hereof by the Parties is authorized hereby solely for purposes of this
transaction and, the use of this form of agreement or of any derivation thereof
without Jay C. Salyer, Jr. Esq.'s prior written permission is prohibited.


                                       25
<PAGE>   26


7.16     EXHIBIT INDEX.

<TABLE>
<CAPTION>
                  Exhibit         Description
                  -------         -----------
<S>                               <C>
                  0.2             Business Description
                  1.3             Disclosed Subsidiary Liabilities
                  2.1             Corporation's Warranty Exceptions
                  2.2             Subsidiary's Warranty Exceptions
                  2.2(a)          Subsidiary Property Inventory (Real and Personal)
                  2.2(a-1)        Subsidiary Technology and Intellectual Property
                  2.2(a-2)        Functional Specifications
                  2.2(a-3)        Patents and Copyrights
                  2.2(j)          Subsidiary's Financial Statements
                  2.2(aa)         Subsidiary's Contracts
                  2.2(bb)         Subsidiary's Employee Matters
                  2.2(cc)         Subsidiary's Software Security Procedures
                  2.2(dd)         Subsidiary's Lease Terms
                  2.3             Subscriber's Warranty Exceptions
                  2.3(c)          Questionnaires
                  2.3(d)          Regulation SB Narrative Disclosure
                  3.3(e)          Subscriber's Performance Standards
                  4.2             Subscriber's Deliveries at Closing
                  4.2(d)          Investment Letter (Subsidiary)
                  6.4(c)          Employment Agreement
</TABLE>


                                       26
<PAGE>   27


         IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed effective as of the 19th day of April, 2000.

SIGNED, SEALED AND DELIVERED
       IN OUR PRESENCE:

                                           ENTER TECH CORPORATION
-----------------------------------

                                           By:    /s/ SAM LINDSEY
-----------------------------------           ----------------------------------
                                                  Sam Lindsey, President
(CORPORATE SEAL)
                                           Attest:
                                                  ------------------------------
                                                  Secretary

                                           WAVEPOWER, INC.
-----------------------------------

                                           By:    /s/ VERNON C. KENDRICK
-----------------------------------           ----------------------------------
                                               Vernon C. Kendrick, President
(CORPORATE SEAL)
                                           Attest:
                                                  ------------------------------
                                                  Secretary


                                   SUBSCRIBERS

                                                  /s/ VERNON C. KENDRICK
-----------------------------------

-----------------------------------           ----------------------------------
                                                Vernon C. Kendrick, Subscriber


                                       27
<PAGE>   28


                                    EXHIBITS


<TABLE>
<CAPTION>
                  Exhibit         Description
                  -------         -----------
<S>                               <C>
                  0.2             Business Description

                  1.3             Disclosed Subsidiary Liabilities

                  2.1             Corporation's Warranty Exceptions

                  2.2             Subsidiary's Warranty Exceptions

                  2.2(a)          Subsidiary Property Inventory (Real and Personal)

                  2.2(a-1)        Subsidiary Technology and Intellectual Property

                  2.2(a-2)        Functional Specifications

                  2.2(a-3)        Patents and Copyrights

                  2.2(j)          Subsidiary's Financial Statements

                  2.2(aa)         Subsidiary's Contracts

                  2.2(bb)         Subsidiary's Employee Matters

                  2.2(cc)         Subsidiary's Software Security Procedures

                  2.2(dd)         Subsidiary's Lease Terms

                  2.3             Subscriber's Warranty Exceptions

                  2.3(c)          Questionnaires

                  2.3(d)          Regulation SB Narrative Disclosure

                  3.3(e)          Subscriber's Performance Standards

                  4.2             Subscriber's Deliveries at Closing

                  4.2(d)          Investment Letter (Subsidiary)

                  6.4(c)          Employment Agreement
</TABLE>


                                       28