EXHIBIT A

                            STOCK PURCHASE AGREEMENT

         THIS  STOCK  PURCHASE AGREEMENT,  dated as of February __, 2000, by and
among Vaxcel, Inc., a Delaware corporation (the "Company"),  and Thomas Clay and
Mark Schellenberger,  as selling shareholders of Value Plus Marketing, Inc. (the
"Sellers").

                              W I T N E S S E T H:
                               -------------------

         WHEREAS,  the  Sellers own 100%  of the shares of common stock of Value
Plus Marketing, Inc., a Florida corporation ("Value"); and

         WHEREAS,  Value was organized by the Sellers  solely for the purpose of
combining  several of the website  assets owned by the Sellers  individually  as
sole  proprietors  and,  accordingly,  has no assets and has not  engaged in any
business as of the date of this Agreement; and

         WHEREAS,  at Closing (as  hereafter  defined)  the Sellers  will assign
certain website assets to Value, as more particularly  described in Section 3.1,
below; and

         WHEREAS, the Sellers own Shares of Value Common Stock, $.001 par value,
in the denominations as set forth opposite the respective names on Schedule I to
this Agreement, which shares constitute all of the issued and outstanding shares
of capital stock of Value (the "Value Shares"); and

         WHEREAS,  the  Company  desires to acquire  from the  Sellers,  and the
Sellers  desire to sell to the Company,  all of the Value Shares in exchange for
the issuance by the Company of an aggregate of  24,000,000  shares (the "Company
Shares") of the Company's  Common Stock, par value $.001 per share (the "Company
Common Stock"), on the terms and conditions set forth below;

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
representations,  warranties and agreements set forth herein, the parties hereto
agree as follows:

                                    ARTICLE I

                               EXCHANGE OF SHARES

         1.1     Exchange of Shares. Subject to the terms and conditions of this
Agreement, on the Closing Date (as hereinafter defined):

                  (a) The Company shall issue and deliver to each of the Sellers
the number of shares of Company  Common Stock set forth  opposite  such Seller's
name set forth on Schedule I hereto; and

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                  (b) Each Seller shall  deliver to the  Company,  the number of
Value shares set forth  opposite  such  Seller's name on Schedule I hereto along
with an  appropriately  executed  stock power endorsed in favor of the Company.;
and

         1.2  Time  and  Place  of  Closing.  The  closing  of the  transactions
contemplated  hereby  (the  "Closing")  shall take  place at the  offices of the
Sellers' counsel,  Siegel,  Lipman, Dunay & Shepard, LLP, The Plaza - Suite 801,
5355 Town Center Road, Boca Raton,  Florida,  on or before  March_30,  2000 (the
"Closing Date") at 10:00 A.M.,  Eastern time, or at such other time and place as
the Company and the Sellers may agree.

                                   ARTICLE II

            REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

         The Company  represents  and  warrants to each of the Sellers  that now
and/or as of the Closing:

          2.1  Due   Organization   and   Qualification;    Subsidiaries;    Due
               Authorization.


                  (a) The  Company  and  each  Subsidiary  of the  Company  is a
corporation duly  incorporated,  validly existing and in good standing under the
laws of its  jurisdiction of formation,  with full corporate power and authority
to own, lease and operate its respective business and properties and to carry on
its respective  business in the places and in the manner as presently  conducted
or proposed to be conducted. The Company and each Subsidiary is in good standing
as a foreign  corporation in each  jurisdiction  in which the properties  owned,
leased or operated, or the business conducted, by it requires such qualification
except for any such failure,  which when taken together with all other failures,
is not likely to have a material  adverse  effect on the business of the Company
and its Subsidiaries taken as a whole.

                  (b) The  Company  does not own,  directly or  indirectly,  any
capital stock, equity or interest in any corporation,  firm, partnership,  joint
venture or other entity,  other than those (each, a  "Subsidiary"  and together,
the  "Subsidiaries")  set forth in Item 2.1 of the  Disclosure  Schedule of even
date herewith,  which  accompanies this Agreement and is incorporated  herein by
reference (the  "Disclosure  Schedule").  Except as set forth in Item 2.1 of the
Disclosure  Schedule,  each  Subsidiary is wholly owned by the Company,  all the
outstanding  shares of capital stock of each Subsidiary are owned free and clear
of  all  Liens  (as  hereinafter  defined),  there  is no  contract,  agreement,
arrangement,  option,  warrant, call, commitment or other right of any character
obligating or entitling any Subsidiary to issue,  sell, redeem or repurchase any
of its securities,  and there is no outstanding security of any kind convertible
into or exchangeable for securities of any Subsidiary.

                  (c)  The  Company  has  all  requisite   corporate  power  and
authority  to execute and deliver this  Agreement  and the  consummation  of the
transactions  contemplated hereby, and this Agreement  constitutes the valid and
binding obligation of the Company, enforceable against the

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Company in accordance  with its respective  terms,  except as may be affected by
bankruptcy,   insolvency,   moratoria  or  other  similar  laws   affecting  the
enforcement of creditors' rights generally and subject to the qualification that
the availability of equitable remedies is subject to the discretion of the court
before which any proceeding therefor may be brought.

         2.2 No  Conflicts  or  Defaults.  The  execution  and  delivery of this
Agreement by the Company and the consummation of the  transactions  contemplated
hereby do not and shall not (a) contravene the Certificate of  Incorporation  or
By-laws  of the  Company  or (b) with or  without  the  giving  of notice or the
passage of time and subject to obtaining  such consents  prior to the Closing as
are set forth in Item 2.2 of the  Disclosure  Schedule,  (i)  violate,  conflict
with,  or result  in a breach  of, or a  default  or loss of rights  under,  any
material covenant, agreement,  mortgage, indenture, lease, instrument, permit or
license to which the Company or any of the  Subsidiaries  is a party or by which
the Company or any of the  Subsidiaries  or any of their  respective  assets are
bound, or any judgment, order or decree, or any law, rule or regulation to which
the Company or any of the  Subsidiaries  or any of their  respective  assets are
subject,  (ii) result in the creation of, or give any party the right to create,
any lien,  charge,  encumbrance or any other right or adverse interest ("Liens")
upon  any of  the  assets  of the  Company  or  any of the  Subsidiaries,  (iii)
terminate or give any party the right to terminate,  amend, abandon or refuse to
perform, any material agreement,  arrangement or commitment to which the Company
or any of the  Subsidiaries  is a party or by which  the  Company  or any of the
Subsidiaries or any of their respective  assets are bound, or (iv) accelerate or
modify,  or give any party the right to  accelerate  or modify,  the time within
which,  or the terms under which,  the Company or any of the  Subsidiaries is to
perform any duties or  obligations  or receive any rights or benefits  under any
material agreement, arrangement or commitment to which it is a party.

         2.3  Capitalization.  The  authorized  capital  stock  of  the  Company
immediately  prior to giving  effect  to the  transactions  contemplated  hereby
consists of 2,000,000 shares of preferred stock, none of which have been issued,
and  200,000,000  shares of common  stock of which  10,994,656  shares of common
stock are issued and  outstanding as of the date hereof.  All of the outstanding
shares of common  stock are,  and the Company  Shares when issued in  accordance
with the terms hereof, will be, duly authorized,  validly issued, fully paid and
nonassessable,  and have not been or, with respect to the Company  Shares,  will
not be issued in violation of any preemptive right of stockholders.  The Company
Shares are not subject to any preemptive or subscription right, any voting trust
agreement or other contract,  agreement,  arrangement,  option,  warrant,  call,
commitment or other right of any  character  obligating or entitling the Company
to issue,  sell,  redeem or repurchase  any of its  securities,  and there is no
outstanding  security of any kind  convertible  into or exchangeable  for common
stock.

         2.4 Financial Statements. Exhibit 1 to the Disclosure Schedule contains
copies of the consolidated  balance sheets of the Company at September 30, 1999,
and the related  statements of operations,  stockholders'  equity and cash flows
for the fiscal  quarter and year then ended,  including  the notes  thereto,  as
reviewed by Tanner & Co.,  certified  public  accountants  (all such  statements
being the "Company  Financial  Statements").  Except as set forth in Item 2.4 of
the  Disclosure  Schedule,  the  Financial  Statements,  together with the notes
thereto,   have  been  prepared  in  accordance  with  U.S.  generally  accepted
accounting principles applied on a basis consistent

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throughout all periods presented,  subject to audit  adjustments,  which are not
expected to be material.  Such statements  present fairly the financial position
of the  Company  as of the dates  and for the  periods  indicated.  The books of
account and other  financial  records of the  Company  have been  maintained  in
accordance with good business practices.

         2.5 Further Financial  Matters.  Except as set forth in Item 2.5 of the
Disclosure  Schedule,  neither the Company nor any of the  Subsidiaries  has any
material  liabilities or  obligations,  whether  secured or unsecured,  accrued,
determined,  absolute or contingent,  asserted or unasserted or otherwise, which
are required to be reflected or reserved in a balance sheet or the notes thereto
under generally accepted accounting  principles,  but which are not reflected in
the Financial Statements.

         2.6 Taxes. Except as indicated in Item 2.6 of the Disclosure  Schedule,
each of the Company and the  Subsidiaries  has filed all United States  federal,
state,  county,  local and foreign  national,  provincial  and local returns and
reports  which  were  required  to be filed on or  prior to the date  hereof  in
respect of all income, withholding, franchise, payroll, excise, property, sales,
use,  value-added  or other  taxes  or  levies,  imposts,  duties,  license  and
registration fees, charges, assessments or withholdings of any nature whatsoever
(together,  "Taxes"),  and has paid all Taxes (and any related penalties,  fines
and  interest)  which have  become due  pursuant  to such  returns or reports or
pursuant  to any  assessment  which has  become  payable,  or, to the extent its
liability for any Taxes (and any related penalties,  fines and interest) has not
been fully discharged,  the same have been properly  reflected as a liability on
the books and records of the Company and adequate  reserves  therefor  have been
established.  All such returns and reports  filed on or prior to the date hereof
have been  properly  prepared  and are true,  correct  (and to the  extent  such
returns reflect  judgments made by the Company or a Subsidiary,  as the case may
be, such judgments were reasonable under the  circumstances) and complete in all
material  respects.  Except as indicated in 2.6 of the Disclosure  Schedule,  no
extension  for the filing of any such return or report is  currently  in effect.
Except as indicated in Item 2.6 of the Disclosure Schedule, no tax return or tax
return  liability  of the  Company  or any  Subsidiary  has been  audited  or is
presently  under audit.  All taxes and any  penalties,  fines and interest which
have been  asserted  to be  payable  as a result of any  audits  have been paid.
Except as indicated in Item 2.6 of the Disclosure Statement, neither the Company
nor any Subsidiary has given or been requested to give waivers of any statute of
limitations  relating  to the  payment of any Taxes (or any  related  penalties,
fines and  interest).  There are no claims  pending or, to the  knowledge of the
Company,  threatened,  against the Company or any Subsidiary for past due Taxes.
Except as indicated in Item 2.6 of the  Disclosure  Statement,  all payments for
withholding taxes,  unemployment insurance and other amounts required to be paid
for periods prior to the date hereof to any governmental authority in respect of
employment  obligations of the Company and each Subsidiary,  including,  without
limitation, amounts payable pursuant to the Federal Insurance Contributions Act,
have been paid or shall be paid prior to the Closing and have been duly provided
for on the books and records of the Company and in the Financial Statements.

         2.7      Indebtedness; Contracts; No Defaults.

          (a)  Item 2.7 of the Disclosure  Schedule sets forth a true,  complete
               and correct

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list of all material instruments, agreements, indentures, mortgages, guarantees,
notes, commitments,  accommodations,  letters of credit or other arrangements or
understandings,  whether written or oral, to which the Company or any Subsidiary
is a party (collectively, the "Operating Agreements"). An agreement shall not be
considered  material for the purposes of this Section  2.7(a) if it provides for
expenditures  or receipts of less than $1,000 and has been  entered  into by the
Company or a  Subsidiary  in the  ordinary  course of  business.  The  Operating
Agreements  constitute  all of the  contracts,  agreements,  understandings  and
arrangements  required for the  operation of the business of the Company and the
Subsidiaries  or  which  have a  material  effect  thereon.  Copies  of all such
material  written  Operating   Agreements  have  previously  been  delivered  or
otherwise made  available to the Sellers and such copies are true,  complete and
correct as of the date hereof.

                  (b)  Except  as  disclosed  in  Item  2.7  of  the  Disclosure
Schedule, neither the Company, any Subsidiary,  nor, to the Company's knowledge,
any other  person or entity  is in  breach  in any  material  respect  of, or in
default  in any  material  respect  under,  any  material  contract,  agreement,
arrangement,  commitment  or plan to which the  Company or any  Subsidiary  is a
party, and no event or action has occurred, is pending or is threatened,  which,
after the giving of notice,  passage of time or otherwise,  would  constitute or
result in such a  material  breach or  material  default  by the  Company or any
Subsidiary  or, to the  knowledge  of the  Company,  any other person or entity.
Neither the Company nor any  Subsidiary has received any notice of default under
any contract, agreement, arrangement, commitment or plan to which it is a party,
which default has not been cured to the  satisfaction of, or duly waived by, the
party claiming such default on or before the date hereof.

         2.8  Personal  Property.  Except  as  set  forth  in  Item  2.8  of the
Disclosure  Schedule,  each of the  Company  and the  Subsidiaries  has good and
marketable  title to all of its tangible  personal  property  and other  assets,
including,  without  limitation,  all of the assets  reflected in the  Financial
Statements  that have not been  disposed of in the ordinary  course of business,
and all such tangible  personal  property and other assets are free and clear of
all Liens or  mortgages,  except for any Lien for current  taxes not yet due and
payable and such  restrictions,  if any, on the disposition of securities as may
be imposed by federal or applicable state securities laws.

         2.9 Real  Property.  Item 2.9 of the  Disclosure  Schedule sets forth a
true and complete list of all real property  owned by, or leased or subleased by
or to, the Company and its Subsidiaries (the "Company Real Property"). Except as
set  forth in Item  2.9 of the  Disclosure  Schedule,  each  lease to which  the
Company is a party is valid,  binding and in full force and effect with  respect
to the Company or a Subsidiary,  as the case may be, and to the knowledge of the
Company no notice of default or termination under any such lease is outstanding.

         2.10     Compliance with Law.

                  (a)  Except  as set  forth  in  Item  2.10  of the  Disclosure
Schedule,  neither the Company nor any  Subsidiary is conducting  its respective
business or affairs in material  violation of any applicable  federal,  state or
local law, ordinance, rule, regulation, court or administrative order, decree or
process, or any requirement of  insurance carriers.  Neither the Company nor any

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Subsidiary has received any notice of violation or claimed violation of any such
law, ordinance, rule, regulation, order, decree, process or requirement.

                  (b) Each of the Company and the  Subsidiaries is in compliance
in all material respects with all applicable  federal,  state, local and foreign
laws and  regulations  relating to the protection of the  environment  and human
health. There are no claims, notices, actions, suits, hearings,  investigations,
inquiries or proceedings pending or, to the knowledge of the Company, threatened
against the Company or any of the  Subsidiaries  that are based on or related to
any  environmental  matters or the  failure to have any  required  environmental
permits, and there are no past or present conditions that the Company has reason
to  believe  are  likely  to  give  rise  to any  material  liability  or  other
obligations of the Company or any Subsidiary under any environmental laws.

         2.11  Permits  and  Licenses.  Except  as set forth in Item 2.11 of the
Disclosure  Schedule,   each  of  the  Company  and  the  Subsidiaries  has  all
certificates of occupancy, rights, permits, certificates,  licenses, franchises,
approvals and other  authorizations  as are reasonably  necessary to conduct its
respective  business and to own, lease,  use, operate and occupy its assets,  at
the places  and in the  manner now  conducted  and  operated,  except  those the
absence of which would not materially  adversely affect its respective business.
Except  as set  forth in Item 2.11 of the  Disclosure  Schedule,  as of the date
hereof,  neither the Company nor any Subsidiary has received any written or oral
notice or claim  pertaining  to the  failure  to  obtain  any  material  permit,
certificate,  license,  approval or other authorization required by any federal,
state or local agency or other  regulatory  body, the failure of which to obtain
would materially and adversely affect its business.

         2.12  Ordinary  Course.  Except  as  set  forth  in  Item  2.12  of the
Disclosure  Schedule,  since  December  31,  1999,  each of the  Company and the
Subsidiaries  has  conducted  its  business,  maintained  its real  property and
equipment and kept its books of account, records and files, substantially in the
same  manner  as  previously  conducted,  maintained  or kept and  solely in the
ordinary  course;  it being  understood and  acknowledged  that the Company is a
publicly reporting shell with no operation.

         2.13 No  Adverse  Changes.  Except  as set  forth  in Item  2.13 of the
Disclosure  Schedule,  since  December  31,  1999,  there  has not  been (a) any
material  adverse  change in the  business,  prospects,  the  financial or other
condition,  or the  respective  assets or  liabilities  of the  Company  and the
Subsidiaries  as reflected in the  Financial  Statements,  (b) any material loss
sustained by the Company or any  Subsidiary,  including,  but not limited to any
loss on account of theft,  fire, flood,  explosion,  accident or other calamity,
whether or not insured,  which has materially and adversely  interfered,  or may
materially and adversely  interfere,  with the operation of the Company's or any
Subsidiary's  business,  or 8 to the best  knowledge of the Company,  any event,
condition  or state of facts,  including,  without  limitation,  the  enactment,
adoption or promulgation of any law, rule or regulation, the occurrence of which
materially  and adversely  does or would affect the results of operations or the
business  or  financial  condition  of the Company or any  Subsidiary;  it being
understood and acknowledged that the Company has been substantially reducing its
operations for some time.

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         2.14  Litigation.  Except as set  forth in Item 2.14 of the  Disclosure
Schedule,  (a)  there  is  no  claim,  dispute,   action,  suit,  proceeding  or
investigation pending or, to the knowledge of the Company,  threatened,  against
or affecting the business of the Company or any  Subsidiary,  or challenging the
validity or propriety of the transactions contemplated by this Agreement, at law
or in equity or admiralty or before any federal,  state, local, foreign or other
governmental authority, board, agency, commission or instrumentality, nor to the
knowledge of the Company, has any such claim, dispute,  action, suit, proceeding
or  investigation  been  pending  or  threatened,  during  the 12- month  period
preceding the date hereof;  (b) there is no outstanding  judgment,  order, writ,
ruling,  injunction,  stipulation or decree of any court, arbitrator or federal,
state, local, foreign or other governmental authority, board, agency, commission
or instrumentality,  against or materially affecting the business of the Company
or any  Subsidiary;  and (c) neither the Company nor any Subsidiary has received
any written or verbal inquiry from any federal,  state, local,  foreign or other
governmental authority,  board, agency, commission or instrumentality concerning
the possible violation of any law, rule or regulation or any matter disclosed in
respect of its business.

         2.15   Insurance.   The Company and  the Subsidiaries  do not currently
maintain any form of insurance.

         2.16 Certificate of Incorporation and By-laws; Minute Books. The copies
of the Certificate of Incorporation and By-laws (or similar governing documents)
of the Company and each Subsidiary, and all amendments to each are true, correct
and complete.  The minute books of the Company and each Subsidiary  contain true
and  complete  records of all meetings and consents in lieu of meetings of their
respective Board of Directors (and any committees thereof), or similar governing
bodies, since the time of their respective organization.  The stock books of the
Company and each Subsidiary are true, correct and complete.

         2.17 Employee  Benefit  Plans.  Except as set forth in Item 2.17 of the
Disclosure Schedule,  neither the Company nor any Subsidiary maintains,  nor has
the Company or any Subsidiary maintained in the past, any employee benefit plans
("as defined in Section 3(3) of the Employee  Retirement  Income Security Act of
1974,  as amended  ("ERISA")),  or any  plans,  programs,  policies,  practices,
arrangements or contracts (whether group or individual)  providing for payments,
benefits or reimbursements to employees of the Company or any Subsidiary, former
employees, their beneficiaries and dependents under which such employees, former
employees,  their beneficiaries and dependents are covered through an employment
relationship  with the  Company,  any  Subsidiary  or any entity  required to be
aggregated in a controlled  group or  affiliated  service group with the Company
for  purposes  of  ERISA  or the  Internal  Revenue  Code of 1986  (the  "Code")
(including,  without  limitation,  under Section 414(b),  (c), (m) or (o) of the
Code or Section 4001 of ERISA, at any relevant time ("Benefit Plans").

         2.18 Patents;  Trademarks and Intellectual Property Rights. Each of the
Company and the  Subsidiaries  owns or possesses  sufficient legal rights to all
patents,  trademarks,  service marks,  trade names,  copyrights,  trade secrets,
licenses,  information,  internet web site(s),  proprietary rights and processes
necessary  for its  business  as now  conducted  without  any  conflict  with or
infringement of the rights of others. There are no outstanding options, licenses
or agreements of any kind relating

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to the  foregoing,  and neither the Company nor any Subsidiary is bound by, or a
party to, any options,  licenses or  agreements  of any kind with respect to the
patents,  trademarks,  service marks,  trade names,  copyrights,  trade secrets,
licenses,  information,  proprietary rights and processes of any other person or
entity.

         2.19  Affiliate  Transactions.  Except as set forth in Item 2.19 of the
Disclosure Schedule,  neither the Company nor any officer,  director or employee
of  the  Company  (or  any  of  the  relatives  or  affiliates  of  any  of  the
aforementioned  persons) is a party to any  agreement,  contract,  commitment or
transaction  with the Company or affecting  the business of the Company,  or has
any interest in any property,  whether real,  personal or mixed,  or tangible or
intangible,  used in or necessary to the Company  which will subject the Sellers
to any liability or obligation from and after the Closing Date.

         2.21 Issuance and  Cancellation of Shares Involving  Affiliates.  After
giving effect to the exchange of shares set forth herein, the Company shall have
33,994,656 common stock shares issued and outstanding,  which number assumes the
cancellation  of the  4,000,000  shares of common  stock  described  in the next
sentence and the  issuance of 3,000,000  shares of common stock and an option to
purchase 2,000,000 shares of common stock at an exercise price of $.50 per share
pursuant  to a Form S-8 for  consulting  services  paid in  connection  with the
acquisition of Value.  The Company  represents  that a majority  shareholder has
consented  as part of  this  transactions  described  in this  Agreement  to the
cancellation  of 4,000,000  shares of common stock owned by such  shareholder in
exchange for the parties= agreement not to conduct, or in the case of Sellers to
not vote their  shares in favor of, a reverse  split of the common  stock of the
Company for a period of 24 months  after the  closing  provided  for herein.  At
Closing the parties and such  shareholder  will execute a separate  agreement in
the form of Exhibit 2.21 hereto confirming the cancellation of the shareholder=s
4,000,000 shares and the agreement as to the twenty four-month  prohibition on a
reverse split.

                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS

         Each of the Sellers  represents and warrants,  jointly and severally to
the Company that now and/or as of the Closing:

          3.1  Due   Organization   and   Qualification;    Subsidiaries;    Due
               Authorization.

                  (a) Value was  organized as a Florida  corporation  on May 28,
1999,  has never been engaged in any business and at the date of this  Agreement
has no assets of any kind. The Sellers have  conducted the businesses  described
in the Plan, as that term is defined in Section 3,5,  below, as a partnership or
sole  proprietorship.  At  Closing,  the Sellers  shall  transfer to Value those
business  assets set forth in Exhibit 3.1(a) hereto,  which assets shall include
some,  but not all,  of the  business  assets  described  in the Plan other than
Chattown   USA,    Cyberlounge.com,    Partyhouse.com,    Pennypicks.com,    and
Stockmarketchat.com..

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                  (b) Value and each  Subsidiary of Value is a corporation  duly
incorporated,  validly  existing  and in good  standing  under  the  laws of its
jurisdiction of formation, with full corporate power and authority to own, lease
and  operate  its  respective  business  and  properties  and  to  carry  on its
respective  business in the places and in the manner as  presently  conducted or
proposed to be  conducted.  Value and each  Subsidiary  is in good standing as a
foreign  corporation in each jurisdiction in which the properties owned,  leased
or operated, or the business conducted, by it requires such qualification except
for any such failure,  which when taken together with all other failures, is not
likely  to have a  material  adverse  effect  on the  business  of Value and its
Subsidiaries taken as a whole.

         (c) Value does not own,  directly or  indirectly,  any  capital  stock,
equity or interest in any corporation, firm, partnership, joint venture or other
entity, other than those (each, a "Subsidiary" and together, the "Subsidiaries")
set forth in Item 3.1 of the Disclosure  Schedule of even date  herewith,  which
accompanies  this  Agreement  and  is  incorporated  herein  by  reference  (the
"Disclosure  Schedule").  Except  as set  forth  in Item  3.1 of the  Disclosure
Schedule,  each Subsidiary is wholly owned by Value, all the outstanding  shares
of capital  stock of each  Subsidiary  are owned free and clear of all Liens (as
hereinafter  defined),  there is no contract,  agreement,  arrangement,  option,
warrant,  call,  commitment  or  other  right  of any  character  obligating  or
entitling  any  Subsidiary  to  issue,  sell,  redeem or  repurchase  any of its
securities, and there is no outstanding security of any kind convertible into or
exchangeable for securities of any Subsidiary.

         (d) Each of Value and the Sellers has all requisite power and authority
to execute  and deliver  this  Agreement,  and to  consummate  the  transactions
contemplated  hereby and  thereby.  Each of Value and the  Sellers has taken all
corporate  action necessary for the execution and delivery of this Agreement and
the consummation of the  transactions  contemplated  hereby,  and this Agreement
constitutes  the valid and binding  obligation of each of Value and the Sellers,
enforceable  against  each of  Value  and the  Sellers  in  accordance  with its
respective terms, except as may be affected by bankruptcy, insolvency, moratoria
or other similar laws affecting the enforcement of creditors'  rights  generally
and subject to the qualification  that the availability of equitable remedies is
subject to the discretion of the court before which any proceeding  therefor may
be brought.

         3.2 No  Conflicts  or  Defaults.  The  execution  and  delivery of this
Agreement  by each  of  Value  and  the  Sellers  and  the  consummation  of the
transactions  contemplated  hereby  do not  and  shall  not (a)  contravene  the
Certificate of Incorporation  or By-laws of Value or the governing  documents of
any Seller,  if  applicable,  or (b) with or without the giving of notice or the
passage of time,  (i)  violate,  conflict  with,  or result in a breach of, or a
default or loss of rights under,  any material  covenant,  agreement,  mortgage,
indenture,  lease,  instrument,  permit or  license to which  Value,  any of the
Subsidiaries or any Seller is a party or by which Value, any of the Subsidiaries
or any Seller or any of their  respective  assets are  bound,  or any  judgment,
order or decree,  or any law,  rule or  regulation  to which  Value,  any of the
Subsidiaries or any Seller or any of their respective  assets are subject;  (ii)
result in the creation of, or give any party the right to create,  any Lien upon
any of the assets of Value or any of the  Subsidiaries;  (iii) terminate or give
any party the right to  terminate,  amend,  abandon  or refuse to  perform,  any
material  agreement,  arrangement  or  commitment  to which  Value or any of the
Subsidiaries is a party or by which Value or any of the

                                       12


<PAGE>



Subsidiaries or any of their respective  assets are bound; or (iv) accelerate or
modify,  or give any party the right to  accelerate  or modify,  the time within
which, or the terms under which,  Value or any of the Subsidiaries is to perform
any duties or  obligations  or receive any rights or benefits under any material
agreement, arrangement or commitment to which it is a party.

         3.3  Capitalization.  The authorized capital stock of Value immediately
prior to giving effect to the transactions contemplated hereby consists of 1,500
shares of Value  Common  Stock of which as of the date  hereof  1,500  shares of
common stock are issued and outstanding. Set forth in Item 3.3 of the Disclosure
Schedule is a list of all  Stockholders  of Value,  setting  forth their  names,
addresses and number of shares  owned.  All of the  outstanding  shares of Value
Common Stock are, and Value Shares when transferred in accordance with the terms
hereof, will be, duly authorized,  validly issued, fully paid and nonassessable,
and have not been or, with respect to Value Shares,  will not be  transferred in
violation  of any rights of third  parties.  The Value Shares are not subject to
any  preemptive  or  subscription  right,  any voting  trust  agreement or other
contract,  agreement,  arrangement,  option,  warrant, call, commitment or other
right of any character  obligating or entitling Value to issue,  sell, redeem or
repurchase any of its  securities,  and there is no outstanding  security of any
kind convertible into or exchangeable for common stock.

          3.4  Financial Statements.  Value has not prepared or presented to the
               Company  any  historical   financial  statements  of  any  nature
               whatsoever.

          3.5  Further Financial Matters.

                  Value  has  delivered  to the  Company  an  undated  document,
prepared in 1999,  entitled  AChattown  Business  Plan@ (the  APlan@).  The Plan
contains  forecasted  financial  information,  a description  of the  businesses
conducted  by the  Sellers  as of the date of the Plan,  and  other  information
concerning  the Sellers and the  Internet  businesses.  The Plan was prepared in
anticipation of substantial private or public financing, including a description
of existing and planned  activities for the  businesses to be  transferred  into
Value.  Nonetheless,  the Plan is intended only as an indication and forecast of
Value's business prospects as they may exist on or after Closing,  excepting the
exclusion of its business  plans  regarding the  following  web sites:  Chattown
USA.com,     Cyberlounge.com,      Partyhouse.com,      Pennypicks.com,      and
Stockmarketchat.com.  Accordingly,  the Company must make its own projections of
future  results and must make its own forecasts and  assumptions  based upon the
exclusion of the above mentioned web sites.

         3.6 Taxes. Except as indicated in Item 3.6 of the Disclosure  Schedule,
each of Value and the Subsidiaries  has filed all United States federal,  state,
county, local and foreign national, provincial and local tax returns and reports
which were required to be filed on or prior to the date hereof, and has paid all
Taxes (and any  related  penalties,  fines and  interest)  which have become due
pursuant  to such  returns or reports or pursuant  to any  assessment  which has
become  payable,  or, to the extent its liability for any Taxes (and any related
penalties, fines and interest) has not been fully discharged, the same have been
properly reflected as a liability on the books and records of Value and adequate
reserves therefor have been  established.  All such returns and reports filed on
or prior to the date hereof have been  properly  prepared and are true,  correct
(and to the extent such returns

                                       13


<PAGE>



reflect  judgments  made by Value  or a  Subsidiary,  as the  case may be,  such
judgments were reasonable under the  circumstances) and complete in all material
respects.  Except as indicated in 3.6 of the Disclosure  Schedule,  no extension
for the filing of any such return or report is  currently  in effect.  Except as
indicated in Item 3.6 of the  Disclosure  Schedule,  no tax return or tax return
liability of Value or any Subsidiary has been audited or, presently under audit.
All taxes and any  penalties,  fines and interest which have been asserted to be
payable as a result of any audits have been paid.  Except as  indicated  in Item
3.6 of the  Disclosure  Schedule,  neither Value nor any Subsidiary has given or
been  requested  to give waivers of any statute of  limitations  relating to the
payment of any Taxes (or any related penalties,  fines and interest).  There are
no claims  pending or, to the knowledge of Value,  threatened,  against Value or
any  Subsidiary  for past due  Taxes.  Except  as  indicated  in Item 3.6 of the
Disclosure Statement, all payments for withholding taxes, unemployment insurance
and other  amounts  required to be paid for periods  prior to the date hereof to
any  governmental  authority in respect of employment  obligations  of Value and
each Subsidiary,  including, without limitation, amounts payable pursuant to the
Federal  Insurance  Contributions  Act, have been paid or shall be paid prior to
the  Closing and have been duly  provided  for on the books and records of Value
and in the Financial Statements.

         3.7      Indebtedness; Contracts; No Defaults.

                  (a) Item 3.7 of the  Disclosure  Schedule  sets  forth a true,
complete and correct list of all material instruments,  agreements,  indentures,
mortgages, guarantees, notes, commitments,  accommodations, letters of credit or
other arrangements or understandings, whether written or oral, to which Value or
any Subsidiary is a party (collectively,  the "Value Operating Agreements").  An
agreement  shall not be  considered  material  for the  purposes of this Section
3.7(a) if it  provides  for  expenditures  or receipts of less than $500 and has
been entered into by Value or a Subsidiary  in the ordinary  course of business.
The Value  Operating  Agreements  constitute all of the  contracts,  agreements,
understandings  and  arrangements  required for the operation of the business of
Value and the  Subsidiaries or which have a material  effect thereon.  Copies of
all such material  written  Value  Operating  Agreements  have  previously  been
delivered or otherwise  made  available to the Company and such copies are true,
complete and correct as of the date hereof.

                  (b)  Except  as  disclosed  in  Item  3.7  of  the  Disclosure
Schedule,  neither Value, any Subsidiary,  nor, to Value's knowledge,  any other
person or entity is in breach in any  material  respect of, or in default in any
material  respect  under,  any  material   contract,   agreement,   arrangement,
commitment or plan to which Value or any Subsidiary is a party,  and no event or
action has occurred,  is pending or is  threatened,  which,  after the giving of
notice,  passage  of time or  otherwise,  would  constitute  or result in such a
material  breach  or  material  default  by Value or any  Subsidiary  or, to the
knowledge of Value, any other person or entity. Neither Value nor any Subsidiary
has received any notice of default under any contract,  agreement,  arrangement,
commitment  or plan to which it is a party,  which default has not been cured to
the  satisfaction  of, or duly waived by, the party  claiming such default on or
before the date hereof.

          3.8  Personal  Property.  Except  as  set  forth  in  Item  3.8 of the
Disclosure Schedule,  each of Value and the Subsidiaries has good and marketable
title to all of its tangible personal property

                                       14


<PAGE>



and other assets, free and clear of all Liens or mortgages,  except for any Lien
for current taxes not yet due and payable and such restrictions,  if any, on the
disposition  of  securities  as may be imposed by  federal or  applicable  state
securities laws.

         3.9      Real Property.

                  (a) Item 3.9 of the Disclosure  Schedule sets forth a true and
complete  list of all real  property  owned by, or leased or subleased by or to,
Value and its Subsidiaries (the "Value Real Property").

                  (b)  Except  as set  forth  in  Item  3.9  of  the  Disclosure
Statement,  each lease to which  Value is a party is valid,  binding and in full
force and effect with respect to Value or a Subsidiary, as the case may be, and,
to the knowledge of Value,  all other parties  thereto;  no notice of default or
termination under any such lease is outstanding.

         3.10  Compliance  with Law. (a) Except as set forth in Item 3.10 of the
Disclosure  Schedule,  neither  Value  nor  any  Subsidiary  is  conducting  its
respective  business or affairs in material violation of any applicable federal,
state or local law, ordinance, rule, regulation,  court or administrative order,
decree or process, or any requirement of insurance  carriers.  Neither Value nor
any Subsidiary has received any notice of violation or claimed  violation of any
such law, ordinance, rule, regulation, order, decree, process or requirement.

                  (b) Each of Value and the Subsidiaries is in compliance in all
material respects with all applicable federal, state, local and foreign laws and
regulations  relating to the  protection  of the  environment  and human health.
There  are  no  claims,  notices,  actions,  suits,  hearings,   investigations,
inquiries  or  proceedings  pending or, to the  knowledge  of Value,  threatened
against  Value or any of the  Subsidiaries  that are based on or  related to any
environmental matters or the failure to have any required environmental permits,
and there are no past or present conditions that Value has reason to believe are
likely to give rise to any material  liability or other  obligations of Value or
any Subsidiary under any environmental laws.

         3.11  Permits  and  Licenses.  Except  as set forth in Item 3.11 of the
Disclosure Schedule,  each of Value and the Subsidiaries has all certificates of
occupancy, rights, permits, certificates,  licenses,  franchises,  approvals and
other  authorizations  as are  reasonably  necessary  to conduct its  respective
business and to own, lease,  use,  operate and occupy its assets,  at the places
and in the manner now conducted and operated,  except those the absence of which
would not materially  adversely  affect its respective  business.  Except as set
forth in Item 3.11 of the Disclosure  Schedule,  as of the date hereof,  neither
Value nor any  Subsidiary  has  received  any  written  or oral  notice or claim
pertaining to the failure to obtain any material permit,  certificate,  license,
approval or other authorization  required by any federal,  state or local agency
or other  regulatory  body, the failure of which to obtain would  materially and
adversely affect its business.

          3.12 Ordinary  Course.  Except  as  set  forth  in  Item  3.12  of the
Disclosure Schedule, since December 31, 1999, each of Value and the Subsidiaries
has conducted its business, maintained its

                                       15


<PAGE>



real property and  equipment  and kept its books of account,  records and files,
substantially in the same manner as previously conducted, maintained or kept and
solely in the ordinary course;  it being understood and acknowledged  that Value
has been substantially reducing its operations for some time.

         3.13 No  Adverse  Changes.  Except  as set  forth  in Item  3.13 of the
Disclosure  Schedule,  since  December  31,  1999,  there  has not  been (a) any
material  adverse  change in the  business,  prospects,  the  financial or other
condition,   or  the   respective   assets  or  liabilities  of  Value  and  the
Subsidiaries,  (b) any  material  loss  sustained  by Value  or any  Subsidiary,
including,  but not  limited  to any loss on  account  of  theft,  fire,  flood,
explosion,  accident  or other  calamity,  whether  or not  insured,  which  has
materially and adversely interfered,  or may materially and adversely interfere,
with the operation of Value's or any Subsidiary's  business,  or (c) to the best
knowledge of Value, any event, condition or state of facts,  including,  without
limitation,  the  enactment,  adoption  or  promulgation  of any  law,  rule  or
regulation,  the  occurrence of which  materially  and  adversely  does or would
affect the results of operations or the business or financial condition of Value
or any  Subsidiary;  it being  understood and  acknowledged  that Value has been
substantially reducing its operations for some time.

         3.14 Litigation. (a) Except as set forth in Item 3.14 of the Disclosure
Schedule,  there is no claim, dispute, action, suit, proceeding or investigation
pending or, to the  knowledge of Value,  threatened,  against or  affecting  the
business of Value or any Subsidiary, or challenging the validity or propriety of
the  transactions  contemplated  by  this  Agreement,  at  law or in  equity  or
admiralty or before any federal,  state,  local,  foreign or other  governmental
authority, board, agency, commission or instrumentality, nor to the knowledge of
Value, has any such claim,  dispute,  action, suit,  proceeding or investigation
been  pending or  threatened,  during the  12-month  period  preceding  the date
hereof; (b) there is no outstanding judgment,  order, writ, ruling,  injunction,
stipulation or decree of any court, arbitrator or federal, state, local, foreign
or other governmental authority,  board, agency,  commission or instrumentality,
against or  materially  affecting the business of Value or any  Subsidiary;  and
neither Value nor any Subsidiary has received any written or verbal inquiry from
any federal,  state,  local,  foreign or other  governmental  authority,  board,
agency,  commission or instrumentality  concerning the possible violation of any
law, rule or regulation or any matter disclosed in respect of its business.

          3.15 Insurance.  Value  and  the  Subsidiaries  do  not  maintain  any
insurance.

         3.16 Articles of Incorporation and By-laws; Minute Books. The copies of
the Certificate of Incorporation and By-laws (or similar governing documents) of
Value and each  Subsidiary,  and all  amendments  to each are true,  correct and
complete.  The  minute  books of  Value  and each  Subsidiary  contain  true and
complete  records of all  meetings  and  consents  in lieu of  meetings of their
respective Board of Directors (and any committees thereof), or similar governing
bodies,  since the time of their  respective  organization.  The stock  books of
Value and each Subsidiary are true, correct and complete.

          3.17 Employee  Benefit Plans.  Except as set forth in Item 3.17 of the
Disclosure Schedule,


                                       16


<PAGE>



neither  Value nor any  Subsidiary  maintains,  nor has Value or any  Subsidiary
maintained in the past, any employee  benefit plans ("as defined in Section 3(3)
of the "ERISA"), or any plans, programs,  policies,  practices,  arrangements or
contracts  (whether  group or  individual)  providing for payments,  benefits or
reimbursements to employees of Value or any Subsidiary,  former employees, their
beneficiaries and dependents under which such employees, former employees, their
beneficiaries and dependents are covered through an employment relationship with
Value,  any  Subsidiary or any entity  required to be aggregated in a controlled
group or  affiliated  service  group  with  Value for  purposes  of ERISA or the
Internal Revenue Code of 1986 (the "Code") (including, without limitation, under
Section  414(b),  (c), (m) or (o) of the Code or Section  4001 of ERISA,  at any
relevant time ("Value Benefit Plans").

         3.18 Patents;  Trademarks and  Intellectual  Property  Rights.  Each of
Value and the  Subsidiaries  owns or  possesses  sufficient  legal rights to all
patents,  trademarks,  service marks,  trade names,  copyrights,  trade secrets,
licenses,  information,  Internet web site(s)  proprietary  rights and processes
necessary  for its  business  as now  conducted  without  any  conflict  with or
infringement of the rights of others. There are no outstanding options, licenses
or agreements of any kind relating to the  foregoing,  and neither Value nor any
Subsidiary  is bound by, or a party to, any options,  licenses or  agreements of
any kind with respect to the patents,  trademarks,  service marks,  trade names,
copyrights,  trade  secrets,  licenses,  information,   proprietary  rights  and
processes of any other person or entity.

         3.19  Subsidiaries.  Item 3.19 of the Disclosure  Statements sets forth
all the Subsidiaries of Value.  All the outstanding  shares of capital stock of,
or other equity  interests in, each such subsidiary have been validly issued and
are fully paid and  nonassessable and are owned directly or indirectly by Value,
free and clear of all Liens and free of any  other  restriction  (including  any
restriction  on the right to vote,  sell or  otherwise  dispose of such  capital
stock or other ownership interests). Each Subsidiary of Value is wholly owned by
Value.

         3.20     Purchase for Investment.

                  (a) Each Seller is acquiring the Company Shares for investment
for such Seller's own account and not as a nominee or agent, and not with a view
to the  resale or  distribution  of any part  thereof,  and such  Seller  has no
present  intention  of selling,  granting  any  participation  in, or  otherwise
distributing the same. Such Seller further  represents that it does not have any
contract,  undertaking,  agreement  or  arrangement  with  any  person  to sell,
transfer or grant a  participation  to such person or to any third person,  with
respect to any of the Company Shares.

                  (b) Such Seller  understands  that the Company  Shares are not
registered  under the  Securities  Act of 1933,  as amended  (the  AAct@) on the
ground that the sale and the issuance of  securities  hereunder  are exempt from
registration  under the Act  pursuant  to  Section  4(2)  thereof,  and that the
Company's   reliance  on  such   exemption  is   predicated   on  such  Seller's
representations set forth herein.

         3.21     Investment  Experience.  Such Seller acknowledges that  it can
bear the economic risk

                                       17


<PAGE>



of its  investment,  and has such  knowledge  and  experience  in financial  and
business  matters that it is capable of  evaluating  the merits and risks of the
investment in the Company Shares.

         3.22 Information.  The Sellers have carefully reviewed such information
as each Seller deemed necessary to evaluate an investment in the Company Shares.
To the full satisfaction of each Seller,  they have been furnished all materials
that they have requested relating to the Company and the issuance of the Company
Shares  hereunder,  and each Seller has been  afforded  the  opportunity  to ask
questions of representatives of the Company to obtain any information  necessary
to verify the accuracy of any  representations  or information  made or given to
the Sellers.  Notwithstanding the foregoing,  nothing herein shall derogate from
or otherwise modify the  representations and warranties of the Company set forth
in this Agreement, on which each of the Sellers has relied in making an exchange
of the Value Shares of the Company Shares.

         3.23 Restricted  Securities.  Such Seller  understands that the Company
Shares  may  not  be  sold,  transferred,   or  otherwise  disposed  of  without
registration under the Act or an exemption therefrom, and that in the absence of
an effective registration statement covering the Company Shares or any available
exemption  from  registration  under the Act,  the  Company  Shares must be held
indefinitely.  Such  Seller is aware  that the  Company  Shares  may not be sold
pursuant to Rule 144  promulgated  under the Act unless all of the conditions of
that  Rule  are  met.  Among  the  conditions  for  use of  Rule  144 may be the
availability of current information to the public about the Company.

                                   ARTICLE IV

                                 INDEMNIFICATION

         4.1  Indemnity  of  Sellers.  The  Company  hereto  agrees  to  defend,
indemnify and hold harmless each Seller from and against,  and to reimburse each
Seller with respect to, all liabilities,  losses, costs and expenses, including,
without  limitation,  reasonable  attorneys'  fees and  disbursements,  asserted
against  or  incurred  by such  Seller  by  reason  of,  arising  out of,  or in
connection with any material breach of any representation,  warranty or covenant
contained  in  this  Agreement  made  by  the  Company  or in  any  document  or
certificate  delivered  by the  Company  pursuant  to  the  provisions  of  this
Agreement or in connection  with the  transactions  contemplated  thereby.  Each
identified principal  shareholder shall execute this Agreement as a condition of
closing solely for the purpose of confirming this indemnification agreement.

         4.2 Indemnity of the Company. Each of the Sellers agrees to jointly and
severally defend,  indemnify and hold harmless the Company from and against, and
to reimburse  the Company with respect to, all  liabilities,  losses,  costs and
expenses,   including,  without  limitation,   reasonable  attorneys'  fees  and
disbursements, asserted against or incurred by such Seller by reason of, arising
out of, or in  connection  with any  material  breach of any  representation  or
warranty  contained in this Agreement and made by the Company or in any document
or  certificate  delivered  by the Company  pursuant to the  provisions  of this
Agreement or in connection with the transactions contemplated thereby.

                                       18


<PAGE>



         4.3      Indemnification Procedure.

         A party (an  "Indemnified  Party") seeking  indemnification  shall give
prompt  notice to the other  party (the  "Indemnifying  Party") of any claim for
indemnification  arising under this Article 4. The Indemnifying Party shall have
the right to assume and to control  the  defense of any such claim with  counsel
reasonably acceptable to such Indemnified Party, at the Indemnifying Party's own
cost and expense,  including the cost and expense of reasonable  attorneys' fees
and  disbursements  in  connection  with  such  defense,   in  which  event  the
Indemnifying  Party shall not be obligated to pay the fees and  disbursements of
separate  counsel  for such in such  action.  In the event,  however,  that such
Indemnified Party's legal counsel shall determine that defenses may be available
to such  Indemnified  Party  that are  different  from or in  addition  to those
available to the Indemnifying  Party, in that there could reasonably be expected
to be a conflict  of  interest if such  Indemnifying  Party and the  Indemnified
Party have common counsel in any such  proceeding,  or if the Indemnified  Party
has not assumed the defense of the action or proceedings, then such Indemnifying
Party may employ separate counsel to represent or defend such Indemnified Party,
and the  Indemnifying  Party shall pay the reasonable fees and  disbursements of
counsel for such  Indemnified  Party. No settlement of any such claim or payment
in connection with any such  settlement  shall be made without the prior consent
of the Indemnifying Party which consent shall not be unreasonably withheld.

                                    ARTICLE V

                                   DELIVERIES

         5.1     Items to be delivered to the Sellers  prior to or at Closing by
the Company.

         (a)  articles  of  incorporation  and  amendments  thereto,  bylaws and
         amendments thereto, certificate of good standing in the Company's state
         of incorporation;  (b) all applicable schedules hereto;  (c)all minutes
         and  resolutions  of board of  director  and  shareholder  meetings  in
         possession  of the Company;  (d)  shareholder  list;  (e) all financial
         statements and tax returns in possession of the Company;  (f) copies of
         all SEC filings;  (g) resolution from the Company's  current  directors
         appointing   designees  of  the  Sellers  to  the  Company's  Board  of
         Directors;  (h)  letters  of  resignation  from the  Company's  current
         officers  and  directors  to be  effective  upon  Closing and after the
         appointments  described in this section; (i) certificates  representing
         24,000,000  shares of the Company's $.001 par value common stock issued
         in the  denominations  as set forth opposite their  respective names on
         Schedule I to this Agreement,  duly authorized,  validly issued,  fully
         paid for and  non-assessable;  (j) copies of board,  and if applicable,
         shareholder  resolutions approving this transaction and authorizing the
         issuances  of the  Company  Shares;  (k) The  opinion of the  Company's
         counsel as follows:

                                       19


<PAGE>



                           (1) The  Company is duly  incorporated  and a validly
                           existing  corporation in good standing under the laws
                           of the State of Delaware,  is duly qualified to carry
                           on its business, and is in good standing in any state
                           in which it does business and is required to qualify;

                           (2) The Company has the requisite power and authority
                           to execute and deliver,  and has taken all  necessary
                           corporate  action  to  authorize  the  execution  and
                           delivery of, this  Agreement and the other  documents
                           in the transactions contemplated herein;

                           (3) The execution and delivery by the Company of this
                           Agreement,  the  performance  by the  Company  of its
                           obligations  hereunder,  and the  consummation of the
                           transactions  contemplated  herein will not result in
                           the breach of or violate any term of provision of the
                           articles or by-laws of the  Company  nor, to the best
                           knowledge of counsel, any contract,  agreement,  law,
                           rule, regulation, judgment, order, decree or award to
                           which the Company is subject;

                           (4) When  issued  to the  Sellers, the Company Shares
                           shall be duly issued, full-paid and non-assessable;

                           (5)The Agreement has been duly executed and delivered
                           by the Company;

                           (6)  The  Agreement   and  all  documents   delivered
                           pursuant to the terms hereof are valid and binding on
                           the Company and are  enforceable  in accordance  with
                           their  respective  terms,  subject to any  applicable
                           bankruptcy, insolvency,  reorganization or other laws
                           of general  application  affecting the enforcement of
                           creditors' rights generally and general principles of
                           equity. To the best knowledge of counsel,  no consent
                           of any party other than the Company,  and no consent,
                           license,  approval or authorization of,  registration
                           or  declaration  with,  any  governmental  bureau  or
                           agency is required in connection  with the execution,
                           delivery, performance, validity and enforceability of
                           this Agreement.

                           (7) The Company's  sale and assignment of the Company
                           Shares  and the  delivery  of the  Company  Shares to
                           Sellers shall vest in Sellers good and valid title to
                           the Company  Shares which,  to the best  knowledge of
                           counsel,  shall  be  free  and  clear  of  any  lien,
                           encumbrance or adverse claim; and

                           (8)    Such  other  matters  that  are  customary  in
                           connection with transactions of this kind.



                                       20


<PAGE>


     The  opinion of  Company's  counsel  shall  contain  such  limitations  and
qualifications  as are typically  associated with opinion  letters  delivered in
transactions of the nature described in this Agreement.

         (l) And other document reasonably requested by the Sellers.

         5.2      Items to be delivered to the Company prior to or at Closing by
Value.

         (a)  articles  of  incorporation  and  amendments  thereto,  bylaws and
         amendments thereto, certificate of good standing in the Company's state
         of incorporation;  (b) all applicable schedules hereto; (c) all minutes
         and  resolutions  of board of  director  and  shareholder  meetings  in
         possession  of the Company;  (d)  shareholder  list;  (e) all financial
         statements   and  tax  returns  in  possession  of  the  Company;   (f)
         certificate of Sellers  designating  nominees to the Company's Board of
         Directors; (g) certificates  representing 100% of Value Common Stock as
         set  forth  opposite  their  respective  names  on  Schedule  I to this
         Agreement,  duly  authorized,   validly  issued,  fully  paid  for  and
         non-assessable;  (h) copy of the Plan;  (k) proof of ownership by Value
         of the  website  assets to assigned  to Value;  (i) any other  document
         reasonably  requested  by the Company that it deems  necessary  for the
         consummation of this transaction

                                   ARTICLE VI

                              CONDITIONS PRECEDENT

         6.1 Conditions  Precedent to Closing.  The  obligations of  the Parties
under this Agreement shall be and are subject to fulfillment, prior to or at the
Closing, of each of the following conditions:

                  (a) That each of the  representations  and  warranties  of the
Parties  contained  herein  shall be true and correct at the time of the Closing
date as if such representations and warranties were made at such time;

                  (b) That the Parties shall have performed or complied with all
agreements,  terms and conditions  required by this Agreement to be performed or
complied with by them prior to or at the time of the Closing;

                  (c) That the Parties  shall be  satisfied  with the results of
their due diligence and review of the other books and records.

                                   ARTICLE VII

                                       21


<PAGE>



                                   TERMINATION

         7.1   Termination.  This Agreement may be terminated at any time before
or, at Closing, by:

                  (a) The mutual agreement of the Constituent Parties;

                  (b) Any party if:

                           (i) Any  provision of this Agreement  applicable to a
                           party  shall  be  materially  untrue  or fail  to  be
                           accomplished;

                           (ii) Any legal  proceeding shall have been instituted
                           or shall be imminently threatening to delay, restrain
                           or prevent the consummation of this Agreement; or

                           (iii) The  conditions  precedence  to Closing are not
                           satisfied.

                  (c) Upon  termination  of this  Agreement  for any reason,  in
accordance with the terms and conditions set forth in this paragraph,  each said
party shall bear all costs and  expenses as each party has incurred and no party
shall be liable to the other.

                                  ARTICLE VIII

                                  MISCELLANEOUS

         8.1  Survival  of  Representations,   Warranties  and  Agreements.  All
representations  and warranties and statements made by a party to this Agreement
or in any document or certificate  delivered  pursuant  hereto shall survive the
Closing Date for so long as the applicable  statute of limitations  shall remain
open. Each of the parties hereto is executing and carrying out the provisions of
this  agreement in reliance upon the  representations,  warranties and covenants
and agreements contained in this agreement or at the closing of the transactions
herein provided for and not upon any  investigation  which it might have made or
any representations,  warranty,  agreement,  promise or information,  written or
oral, made by the other party or any other person other than as specifically set
forth herein.

         8.2 Access to Books and Records.  During the course of this transaction
through  Closing,  each  party  agrees  to make  available  for  inspection  all
corporate  books,  records and assets,  and  otherwise  afford to each other and
their respective  representatives,  reasonable  access to all  documentation and
other  information  concerning the business,  financial and legal  conditions of
each other for the purpose of conducting a due diligence  investigation thereof.
Such due diligence  investigation  shall be for the purpose of  satisfying  each
party as to the business,  financial  and legal  condition of each other for the
purpose  of  determining  the   desirability   of   consummating   the  proposed
transaction.  The Parties  further  agree to keep  confidential  and not use for
their own

                                       22


<PAGE>



benefit,   except  in  accordance   with  this  Agreement  any   information  or
documentation obtained in connection with any such investigation.

         8.3 No Broker  or  Finder.  Neither  the  Company  nor the  Seller  has
engaged,  nor shall they be liable for, a broker or finder or investment banking
fee in connection with this Agreement and the transactions  contemplated  hereby
except as set forth in Item 8.3 of the Disclosure Schedule.

         8.4 Further Assurances.  If, at any time after the Closing, the parties
shall consider or be advised that any further  deeds,  assignments or assurances
in law or that any other things are  necessary,  desirable or proper to complete
the merger in accordance with the terms of this agreement or to vest, perfect or
confirm,  of record or  otherwise,  the title to any  property  or rights of the
parties hereto, the Parties agree that their proper officers and directors shall
execute and deliver all such proper deeds, assignments and assurances in law and
do all things necessary,  desirable or proper to vest,  perfect or confirm title
to such  property  or rights  and  otherwise  to carry out the  purpose  of this
Agreement,  and that the proper  officers  and  directors  the parties are fully
authorized to take any and all such action.

         8.5 Notice. All communications,  notices, requests, consents or demands
given or required under this  Agreement  shall be in writing and shall be deemed
to have been duly given when delivered to, or received by prepaid  registered or
certified mail or recognized  overnight courier addressed to, or upon receipt of
a facsimile sent to, the party for whom intended,  as follows,  or to such other
address or  facsimile  number as may be furnished by such party by notice in the
manner provided herein:

    If to the Company:                      If to the Sellers:

    268 West 400 South, Suite 300           Jonathan L. Shepard
    Salt Lake City, Utah 84101              Siegel, Lipman, Denay & Shepard, LLP
    Attention: Richard Surber President     Suite 801 The Plaza
    Tel: (801) 575-8073                     5355 Town Center Road
    Fax: (801) 575-8092                     Boca Raton, Florida 33486-1068
                                            Tel: (561) 368-7700
                                            Fax: (561) 368-9274

         8.6 Entire  Agreement. This Agreement, the  Disclosure Schedule and any
instruments and agreements to be executed pursuant to this Agreement, sets forth
the entire  understanding  of the  parties  hereto  with  respect to its subject
matter, merges and supersedes all prior and contemporaneous  understandings with
respect to its subject matter and may not be waived or modified,  in whole or in
part, except by a writing signed by each of the parties hereto. No waiver of any
provision of this  Agreement  in any instance  shall be deemed to be a waiver of
the same or any other provision in any other  instance.  Failure of any party to
enforce any  provision of this  Agreement  shall not be construed as a waiver of
its rights under such provision.




                                       23


<PAGE>


        8.7   Successors  and  Assigns.  This  Agreement shall be  binding upon,
enforceable  against and inure to the  benefit of, the parties  hereto and their
respective   heirs,   administrators,   executors,   personal   representatives,
successors  and  assigns,  and  nothing  herein is intended to confer any right,
remedy or benefit upon any other person.  This  Agreement may not be assigned by
any party hereto  except with the prior  written  consent of the other  parties,
which consent shall not be unreasonably withheld.

       8.8  Governing Law.  This Agreement  shall in all respects be governed by
and  construed  in  accordance  with  the  laws of the  State  of  Delaware  are
applicable to agreements  made and fully to be performed in such state,  without
giving effect to conflicts of law principles.

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

       8.10   Construction.   Headings  contained  in  this  Agreement  are  for
convenience only and shall not be used in the  interpretation of this Agreement.
References  herein to  Articles,  Sections  and  Exhibits  are to the  articles,
sections and exhibits,  respectively, of this Agreement. The Disclosure Schedule
is hereby incorporated herein by reference and made a part of this Agreement. As
used herein, the singular includes the plural,  and the masculine,  feminine and
neuter gender each includes the others where the context so indicates.

      8.11  Severability.  If  any  provision  of  this Agreement is held to be
invalid or  unenforceable by a court of competent  jurisdiction,  this Agreement
shall be  interpreted  and  enforceable  as if such  provision  were  severed or
limited,  but only to the extent  necessary  to render such  provision  and this
Agreement enforceable.

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of
the date first set forth above.

Vaxcel, Inc.

By: /s/ Richard Surber
------------------------
Name: Richard Surber
Title: President

Sellers - Shareholders of Value

/s/ Thomas Clay                               /s/ Mark Schellenberger
-----------------------                      ----------------------------
Thomas Clay                                  Mark Schellenberger
3607 East Bay Drive                          250 Radio Road
Bradenton, Florida 34201                     Tuckerton, NJ, 08087


                                       24


<PAGE>



                                   SCHEDULE 1
SCHEDULE 1

Seller's Name and Address Number of Value Shares Number of Company Shares
------------------------- ---------------------- ------------------------



Thomas Clay 12,000,000
---------------------------------




Mark Schellenberger 12,000,000
--------------------------













                                       25


<PAGE>



                               DISCLOSURE SCHEDULE


2.1 Not Applicable - no subsidiaries or other interests
2.2 None
2.4 All financials prepared in accordance with U.S. generally  accepted account-
    ing inciples. The September 30, 1999 Form 10-Q is attached as Exhibit 2.4.

    The  Company  has  accepted  consulting  services  in lieu of a $68,000 loan
    payment.

2.5  None
2.6  All filings have been made
2.7  None
2.8  None
2.9  None
2.10 None
2.11 None
2.12 None
2.13 No Adverse Changes
2.14 None
2.17 SEC Form S-8 filed with the SEC on April 7, 2000,  is  attached  as Exhibit
     2.17.
2.18 None
2.19 A Compensation Agreement with Richard Surber is attached as Exhibit 2.19

     Stock  Cancellation  Agreement  between Vaxcel,  Inc. and A-Z  Professional
     Consultants, Inc. is attached as Exhibit 4.


                                       26