ASSET ACQUISITION AGREEMENT



         THIS ASSET Acquisition  Agreement (the  "Agreement")  effective January
--, 2000, is by and between PSM Corp., a Nevada corporation ("PSM"),  having its
principal  offices  at 11300 W.  Olympic  Boulevard,  Suite  800,  Los  Angeles,
California   90064;  and  MENTOR  ON  CALL,  INC.,  an  International   Business
Corporation  organized  pursuant  to the laws of the Country of  Barbados,  West
Indies  ("MENTOR"),   and  with  respect  to  certain   representations,   those
shareholders   owning  a   controlling   interest  in  MENTOR   (the   "Majority
Shareholders").

                                    RECITALS:
                                    --------

         A. PSM desires to acquire all of the assets  identified  on Exhibit "A"
to this  Agreement  (the  "ASSETS"),  CONSTITUTING  A MAJORITY  OF THE ASSETS OF
MENR0R AND MENTOR  desires to sell all of the Assets in  exchange  for shares of
PSM authorized but unissued Common Stock as hereinafter provided.

         B. It is the  intention  of the  parties  hereto  that:  (i) PSM  shall
acquire  all or almost  all of the ASSETS OF MENTOR IN  EXCHANGE  SOLELY FOR THE
NUMBER OF shares of PSM's  authorized but unissued  shares of Common Stock,  par
value S.0001 ("Common Stock"),  set forth below (the  "Exchange");  and (ii) and
the  Exchange  shall  QUALIFY  AS  A  transaetion  in  securities   exempt  from
registration or qualification under the Securities Act of 1933, as amended,  and
under the  applicable  securities  laws of each  state or  jurisdiction  where a
majority of the shareholders of MENTOR (the "Shareholders") reside.

         C. THE BOARD OF DIRECTORS OF PSM DEEMS IT to be in the best interest of
PSM and its shareholders TO ACQUIRE THE ASSETS OF MENTOR.

         D. THE BOARD OF DIRECTORS OF MENTOR deems it to be in the best interest
of the  Shareholders  and of MENTOR  to  accept  the  Common  shares of PSM,  as
hereinafter provided.


         NOW, THEREFORE,  in consideration of the mutual covenants,  agreements,
representations and warranties  contained in this Agreement,  the parties hereto
agree as follows:

SECTION 1. EXCHANGE OFS]EIARES

         1.1 EXCHANAE OF SHAREA.  FSM AND MENTOR HEREBY AGREE THAT MENTOR shall,
on the Closing Date (as HEREINAFTER  DEFINED),  EXCHANGE A] OF THE ASSETS LISTED
ON EXHIBIT "A", OF MENTOR,  FOR 9,350,000  post-split Shares of PSM Common Stock
(the "PSM Shares"). The PSM Shares will be restricted against resale pursuant to
the provisions of Federal and State securities laws, and have


<PAGE>




         issuance and convertibility restrictions as set forth below. The Mentor
Assets to be tendered will represent  substantially all of the assets of Mentor.
The Mentor shares owned by each shareholder of MENTOR are set forth in Exhibit B
hereto.

         1.2 DELIVERY OF SHARES..  On the Closing  Date,  title to the Assets of
MENTOR to be xchanged for Shares of PSM will be delivered to PSM, fully executed
and  endorsed so as to make `SM the sole owner  thereof,  and a list setting for
the  disposition  of the  certificates  representing  the ommon  Shares  will be
delivered to PSM IDENTIFYING  THE RECIPIENTS OF THE PSM COMMON SHARES.  WITHIN 5
business days of the Closing Date,  PSM will deliver  certificates  representing
the PSM ;h&es to MENTOR, or as may be otherwise directed by MENToR.

         1.3  RESTRICTED  SECURITIES.  THE PSM Shares  have not been  registered
under the Securities Act of 1933, as amended (the "Securities Act"), and may not
be resold unless the resale thereof is egistered  under the Securities Act or an
exemption from such registration is available. Each :ertificate representing the
PSM Shares will have a legend thereon in substantially the following brm:

         The Shares  represented  by the  certificate  have not been  registered
         under the  Securities  Act of 1933, as amended (the "Act").  The shares
         have been acquired for investment and may not be sold or transferred in
         THE ABSENCE OF AN EFFECTIVE  REGISTRATION  Statement  for the resale of
         the shares under the Act unless in the opinion of counsel  satisfactory
         to the Company, registration is not required under the Act.

RECTION 2. REPRESENTATIONS AND WARRANRESOF MENTOR
 ------ -- --------------- --- ----------- ------

         MENTOR and the Majority Shareholders, jointly and not severally, hereby
represent and ?varrant as follows:

         2.1 ORGANIZATION AND GOOD STANDING. By the Closing Date, MENTOR will be
a ~orporation  duly ORGANIZED,  VALIDLY  EXISTING AND IN GOOD STANDING UNDER THE
LAWS OF THE COUNTRY OF 3ARBADOS. MENTOR has the CORPORATE POWER AND AUTHORITY TO
CARRY ON ITS BUSINESS AS PRESENTLY  ~ONDUCTED.  BY THE CLOSING DATE, MENTOR will
be  qualified  to do  business  in all  jurisdictions  where he failure to be so
qualified would have a material adverse effect on its business.

         2.2 CORPORATE  AUTHORITY.  MENTOR has the corporate power to enter into
this  Agreement  tad to perform its  obligations  hereunder.  The  execution and
delivery of this Agreement and the ;onsummation of the transaction  contemplated
hereby have been duly authorized by the Board of Directors and a majority of the
Shareholders of MENTOR. The execution and performance of this kgreement will not
constitute a material breach of any agreement,  indenture,  mortgage, license or
Dther instrument or document to which MENTOR is a party and will not violate any
JUDGMENT, DECREE, DRDER, WRIT, RULE, STATUTE, OR REGULATION APPLICABLE TO MENTOR
or its properties. The execution and


<PAGE>




performance of this Agreement will not violate or conflict with any provision of
the Certificate of Incorporation OR BY-LAWS OF MENTOR.

         2.3 OWNERSHIP OF SHARES. The Shareholders  described on Exhibit "B" are
the owners of record and  beneficially of the issued and  outstanding  shares of
capital  stock  of  MENTOR  as  described  therein.  Each  Majority  Shareholder
represents  and  warrants  that he, she or it owns such shares free and clear of
all rights,  claims, liens and encumbrances,  and the shares have not been sold,
pledged, assigned or otherwise transferred except pursuant to this Agreement.

         2.4  RECEIPT  OF  CORPORATE  INFORMATION;   INDEPENDENT  INVESTIGATION:
ACCESS. All requested publicly-available documents, records and books pertaining
to PSM  and  the  [`SM  Shares  have  been  delivered  to  MErcrort,  and to the
respective  Majority  Shareholder and/or its advisors.  All of the Shareholder's
questions and requests for information  have been answered to the  Shareholder's
satisfaction.  Shareholder acknowledges that Shareholder, in making the decision
to vote for the  exchange of the MENTOR  Assets for PSM Shares,  has relied upon
independent  investigations  made by it and  its  representatives,  if any,  and
Shareholder and such  representatives,  if any, have, prior to the Closing Date,
been given access to and the  opportunity to examine all material  contracts and
documents  relating to this offering and an opportunity to ask questions of, and
to receive  information  from, PSM or any person acting on its behaLf concerning
the terms and conditions of this Agreement Shareholder and its advisors, if any,
have been furnished with access to all publicly available  materials relating to
the business,  finances and operation of PSM and materials relating to the offer
and sale of the PSM  Shares  which  have  been  requested.  Shareholder  and its
advisors,  if any, have received  complete and satisfactory  answers to any such
inquiries.

         2.5  RISKS.  THE  SHAREHOLDER  ACKNOWLEDGES  AND  UNDERSTANDS  THAT THE
EXCHANGE FOR THE PSM Shares  involves a high degree of risk and is suitable only
for persons of adequate  financial  means who have no need for liquidity in this
investment  in that  (1) the  Shareholder  may  not be  able  to  liquidate  the
investment  in the event of an  emergency;  (ii)  transferability  is  extremely
limited; and (iii) in the event of a disposition, the Shareholder could sustain,
a complete  loss of its  entire  investment.  The  Shareholder  is  sufficiently
experienced  in fmancial and business  matters to be capable of  evaluating  the
merits and risks of an investment  in PSM; has evaluated  such merits and risks,
including risks particular to the Shareholder's  situation;  and the Shareholder
has  determined  that this  investment  is  suitable  for the  Shareholder.  The
Shareholder has adequate financial resources and can bear a complete loss of the
Shareholder's investment.

         2.6 INVESTMENT  INTENT.  The Shareholder hereby represents that the PSM
Shares,  if  not  to  be  retained  by  MENTOR,   are  being  acquired  for  the
Shareholder's  own account with no intention of distributing  such securities to
others. The Shareholder has no contract,  undertaking,  agreement or arrangement
with any person to sell,  transfer or otherwise  distribute  to any person or to
have any  person  sell,  transfer  or  otherwise  distribute  the Shares for the
Shareholder.  The Shareholder is presently not engaged, nor does the Shareholder
plan to engage within the presently  foreseeable  future, in any discussion with
any person regarding such a sale,  transfer or other  distribution of the Shares
or any interest therein.


<PAGE>

         2.7 COMPLIANCE WITH FEDERAL AND STATE  SECURITIES LAWS. THE SHAREHOLDER
UNDERSTANDS  THAT THE PSM SHARES HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES
ACT. THE SHAREHOLDER  UNDERSTANDS THAT THE PSM SHARES MUST be held  indefinitely
unless the sale or other transfer  thereof is subsequently  registered under the
Securities Act or an exemption from such  registration  is available.  Moreover,
the  Shareholder  understands  that its right to transfer the PSM Shares will be
subject to certain  restrictions,  which include  restrictions  against transfer
under the Securities Act and applicable  state  securities  laws. in addition to
such restrictions,  the Shareholder  realizes that it may not be able to sell or
dispose  of the PSM  Shares as there may be no public or other  market for them.
The Shareholder understands that certificates evidencing the Shares shall bear a
restrictive legend.

         2.8  APPROVALS.  No approval,  authorization,  consent,  order or other
action  of, or filing  with,  any  person,  firm or  corporation  or any  court,
administrative agency or other governmental  authority is required in connection
with the  execution  and delivery of this  Agreement by the  Shareholder  or the
consummation of the transactions described herein.

         2.9 NO GENERAL  SOLICITATIOJI.  Shareholder  is not  purchasing the PSM
Shares  because of or  following  any  advertisement,  article,  notice or other
communication published in any newspaper, magazine or similar media or broadcast
over  television  or radio,  or  presented  at any  seminar or  meeting,  or any
solicitation or a subscription by a person other than a representative of PSM.

         2.10 BOOKS AND RECORDS.  Attached as Exhibit 2.11 are  requisite  books
and records necessary to allow appraisal and valuation, for accounting purposes,
of the Assets. The books and records are in all respects complete and correct in
all material  respects and are  maintained in accordance  with good business and
accounting practices.

         2.11 NO MATERIAL ADVERSE CHANGES.  SINCE AUGUST 31, 1999, there has not
been:

                  (I) ANY MATERIAL ADVERSE CHANGE IN THE STATUS OF THE ASSETS OF
         MENTOR except changes arising in the ordinary course of business, which
         changes will in no event  materially AND ADVERSELY AFFECT THE VALUATION
         AND/OR UTILITY OF THE ASSETS BEING TRANSFERRED BY MENTOR;

                  (II) ANY DAMAGE,  DESTRUCTION OR LOSS MATERIALLY AFFECTING THE
         ASSETS OF MENTOR whether or not covered by insurance;

                  (iii) any sale of an Asset (other than in the ordinary  course
         of business) or any mortgage or pledge by MENTOR of any Assets; or

         2.12  NO  BREACH,  The  execution,  delivery  and  performance  of this
Agreement and the consummation of the transactions contemplated hereby wiU not:

                  (i) violate any provision of the Certificate of  Incorporation
         or By-Laws of MENTOR;


<PAGE>
                  (ii) violate,  conflict with or result in the breach of any of
         the terms of, result in a material  modification of, otherwise give any
         other contracting party the right to terminate,  or constitute (or with
         notice  or lapse of time,  or both  constitute)  a  default  under  any
         CONTRACT  OR OTHER  AGREEMENT  TO WHICH  MENTOR  is a party or by or to
         which it or any of its assets or properties may be bound or subject;

                  (iii)  violate  any  order,  judgment,  injunction.,  award or
         decree of any court,  ARBITRATOR OR  GOVERNMENTAL  OR  REGULATORY  BODY
         AGAINST,  OR BINDING UPON, MENTOR or upon the PROPERTIES OR BUSINESS OF
         MENTOR; or

                  (iv)  violate  any   statute,   law  or   regulation   of  any
         jurisdiction applicable to the transactions  contemplated herein `which
         could have a material,  adverse effect on the business or operations of
         MENTOR.

         2.13  ACTIONS AND  PROCEEDINGS.  MENTOR is not a party to any  material
pending  litigation  or, to the  knowledge of the Majority  Shareholders,  after
reasonable inquiry,  any governmental  investigation or proceeding NOT REFLECTED
IN THE  MENTOR  books and  records  concerning  the  Assets  and,  to their best
knowledge,  no material  LITIGATION,  CLAIMS,  ASSESSMENTS  OR  NON-GOVERNMENTAL
PROCEEDINGS  ARE THREATENED  AGAINST MENTOR with respect to the Assets except as
set forth on Schedule 2.14 attached hereto and made a part hereof.

         2.14  AGREEMENTS.  SCHEDULE  2.15 SETS FORTH ANY  MATERIAL  CONTRACT OR
ARRANGEMENT  TO WHICH  MENTOR  is a party  or by or to  which it or its  assets,
properties or business are bound or subject,  whether  written or oral and which
would have any impact on the ability to deliver the Assets unencumbered.

         2.15 BROKERS OR FINDERS. No broker's or finder's fee will be payable by
MENTOR in connection with the transactions  contemplated by this Agreement,  nor
will any such fee be incurred as a result of any actions by MENTOR or any of its
Shareholders.

         2.16  TARIGIBLE  ASSETS.  MENTOR  has  full  tide and  interest  in all
distance   learning   management    systems,    hardware   firewall   solutions,
patent-pending  filings with respect to these hardware  items,  and the patented
smart card identity and payment technology licensed,  owned or leased by MENTOR,
and any related  CAPITALIZED  ITEMS OR OTHER TANGIBLE  PROPERTY  MATERIAL TO THE
ASSETS BEING  DELIVERED  BY MENTOR (the  "Tangible  Assets"),  other than as set
forth in Section  2.19.  MENTOR holds all rights,  title and interest in all the
Tangible  Assets owned by it and being  transferred  pursuant to this  Agreement
free and clear of all liens, pledges, mortgages, security interests, conditional
sales  contracts or any other  encumbrances.  All of the Tangible  Assets are in
good  operating  condition  and repair and are usable in the ordinary  course of
business of MENTOR and conform to all applicable laws, ordinances and government
orders,  rules and  regulations  relating to THEIR  CONSTRUCTION  AND OPERATION,
EXCEPT AS SET FORTH ON SCHEDULE  2.19  HERETO.  MENTOR has clear title to all of
its  fictional  business  names,  trading  names,  registered  and  unregistered
trademarks, service marks and applications (collectively, the "Marks") and these
items of "Intel lectual Property"


<PAGE>

are included as Tangible Assets

         2.17   LIABILITIES.   MENTOR  DID  not  have  any  direct  or  indirect
indebtedness,   liability,  claim,  loss,  DAMAGE,  DEFICIENCY,   OBLIGATION  OR
RESPONSIBILITY,  KNOWN OR UNKNOWN, FIXED OR unfixed, liquidated or unliquidated,
secured or unsecured, accrued or absolute,  contingent or otherwise,  including,
without  limitation,  any liability on account of taxes, any governmental charge
or lawsuit  (all of the  foregoing  collectively  defined to as  "Liabilities"),
which are not fully,  fairly and  adequately  reserved on the books and records,
except for any specific  Liabilities  set forth on Schedule 2.20 attached hereto
and made a part  hereof.  As of the date of  CLOSING,  MENTOR  will not have any
material  liabilities,  other than liabilities fully and adequately reflected on
the books and records,  for which the Assets could stand as  collateral.  To the
best knowledge of the Shareholders,  there is no circumstance,  condition, event
or arrangement  which may hereafter give rise to any liabilities  allowing for a
claim against the Assets.

         2.18 ACCESS TO RECORDS.  The corporate books and records pertaining the
Assets and an evaluation of the Assets have been made  available to PSM prior to
the Closing hereof.

         2.19 FULL DISCLOSURE.  NO  REPRESENTATION  OR WARRANTY BY MENTOR or the
Majority  Shareholders  in this  Agreement  or in any document or schedule to be
delivered by them pursuant  hereto,  and no written  statement,  CERTIFICATE  OR
INSTRUMENT  FURNISHED  OR TO BE  FURNISHED  BY  MENTOR  PURSUANT  HERETO  OR ITT
connection  with the  negotiation,  execution or  performance  of this Agreement
contains or will  contain any untrue  statement  of a MATERIAL  FACT OR OMITS OR
WILL OMIT TO STATE ANY FACT  necessary to make any  statement  herein or therein
not  materially  misleading or necessary to a complete and correct  presentation
ofall material  aspects of the Assets BEING  TRANSFERRED  BY MENTOR,  AND/OR THE
STATUS OF THE MENTOR SHAREHOLDERS.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF PSM

         PSM hereby represents and warrants as follows:

         3.1  ORGANIZATION  AND  GOOD  STANDING.   PSM  IS  A  CORPORATION  DULY
ORGANIZED,  VALIDLY existing and in GOOD STANDING UNDER THE LAWS OF THE STATE OF
NEVADA.  IT HAS THE CORPORATE  POWER TO own its own property and to CARRY ON ITS
BUSINESS  AS NOW BEING  CONDUCTED  AND IS DULY  QUALIFIED  TO DO BUSINESS in any
jurisdiction where so REQUIRED EXCEPT WHERE THE FAILURE TO SO QUALIFY WOULD HAVE
NO MATERIAL ADVERSE EFFECT ON ITS BUSINESS.

          3.2 CORPORATE  AUTHORITY.  PSM HAS THE  CORPORATE  POWER TO ENTER INTO
THIS  AGREEMENT  AND to perform ITS  OBLIGATIONS  HEREUNDER.  THE  EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE transactions CONTEMPLATED
HEREBY HAS BEEN,  ORWILL BE PRIOR TO THE CLOSING  DATE,  DULY  AUTHORIZED BY THE
BOARD OF  DIRECTORS  OF PSM AND A MAJORITY  OF THE  SHAREHOLDERS  AS REQUIRED BY
NEVADA LAW. THE EXECUTION AND  performance of this Agreement will not constitute
a  material  breach of any  agreement,  indenture,  mortgage,  license  or other
instrument or document to which PSM is


<PAGE>

a party and. will not violate any judgment,  decree, order, writ, rule, statute,
or regulation applicable to PSM or its properties. The execution and performance
of this  Agreement  will not  violate  or  conflict  with any  provision  of the
Articles of Incorporation or By-Laws of PSM.

         3.3 THE PSM  SHARES.  AT THE  CLOSING,  THE PSM SHARES TO BE ISSUED AND
DELIVERED  TO THE  SHAREHOLDERS  HEREUNDER  WILL WHEN SO ISSUED  AND  DELIVERED,
CONSTITUTE  VALID AND LEGALLY ISSUED SHARES OF PSM COMMON STOCK,  FULLY PAID AND
NONASSESSABLE, HAVING THE PREFERENTIAL RIGHTS SET FORTH IN SECTION 2.10 ABOVE.

          3.4 FINANCIAL STATEMENT: BOOKS AND RECORDS. FILED WITH THE SEC ARE THE
AUDITED FINANCIAL  statements (balance sheet, income statement and Notes) of PSM
for the period ended August 31, 1999. The Financial  Statements FAIRLY REPRESENT
THE  FINANCIAL  POSITION  OF PSM AS AT  SUCH  DATE  AND  the  results  of  their
operations for the periods then ended. The Financial Statements were prepared in
accordance with generally accepted accounting PRINCIPLES APPLIED ON A CONSISTENT
BASIS  WITH PRIOR  periods  except as  otherwise  stated  therein.  The books of
ACCOUNT AND OTHER  FINANCIAL  RECORDS OF PSM ARE IN ALL  RESPECTS  COMPLETE  AND
CORRECT IN ALL MATERIAL  RESPECTS and ARE  MAINTAINED  IN  ACCORDANCE  WITH GOOD
BUSINESS AND ACCOUNTING PRACTICES.

         3.5      NO MATERIAL ADVERSE CHANGES.
                  ------------------- -------

         EXCEPT AS DESCRIBED ON SCHEDULE 3.5,  since August 31, 1999,  there has
not been:

                           (i) any  material  adverse  changes  inthe  financial
                  position of PSM except CHANGES  ARISING IN THE ORDINARY COURSE
                  OF BUSINESS,  WHICH  CHANGES will in no event  materially  AND
                  ADVERSELY AFFECT THE FINANCIAL POSITION OF PSM.

                           (ii)  any  damage,  destruction  or  loss  materially
                  affecting  the assets,  prospective  business,  operations  or
                  condition  (financial  or  otherwise)  of PSM  whether  or not
                  covered by insurance;

                           (iii) any declaration setting aside or payment of any
                  dividend or  distribution  with respect to any  redemption  or
                  repurchase  ofPSM  capital  stock,  other than as agreed  upon
                  among the parties;

                           (iv) any sale of an asset,  or any mortgage pledge by
                  PSM of any properties or assets; or

                           (V) ADOPTION OR MODIFICATION  OF ANY PENSION,  PROFIT
                  SHARING, RETIREMENT, stock bonus, stock option or similar plan
                  or arrangement.

                           (vi)  except  in the  ordinary  course  of  business,
                  incurred or assumed any indebtedness or liability,  whether or
                  not currently due and payable;

<PAGE>

                           (vii)  any  loan  or  advance  to  any   shareholder,
                  officer,  director,  employee,   consultant,  agent  or  other
                  representative  or made any other  loan or  advance  otherwise
                  than in the ordinary course of business;

                           (viii) any  material  increase in the annual level of
                  compensation of any executive employee of PSM;

                           (ix)  except  in the  ordinary  course  of  business,
                  entered   into  or  modified   any   CONTRACT,   AGREEMENT  OR
                  TRANSACTION;

                           (X) ISSUED ANY EQUITY SECURITIES OR RIGHTS TO ACQUIRE
                  EQUITY SECURITIES, OTHER THAN AS set forth in Schedule 3.5.

         3.6 TAXES. PSM HAS FILED ANY TAX, GOVERNMENTAL AND/OR RELATED FORMS AND
REPORTS (OR extensions  THEREOF) DUE OR REQUIRED TO BE FILED.  PSM'S ACCOUNTANTS
ARE IN THE  PROCESS OF FILING  PSM'S TAX  RETURNS.  TO THE best of  managements'
knowledge,  PSM's tax returns will reflect losses for such periods and any taxes
due as a RESULT OF SUCH RETURNS WILL NOT HAVE A MATERIAL ADVERSE EFFECT ON PSM.

         3.7 COMPLIANCE WITH LAWS.  EXCEPT AS DESCRIBED ON SCHEDULE 3.7, PSM has
complied  with  all  federal,   STATE,   COUNTY  AND  LOCAL  LAWS,   ORDINANCES,
REGULATIONS,  INSPECTIONS,  ORDERS,  JUDGMENTS,  INJUNCTIONS,  AWARDS OR DECREES
APPLICABLE TO IT OR ITS BUSINESS,  WHICH, IF NOT COMPLIED WITH, WOULD MATERIALLY
AND ADVERSELY AFFECT THE BUSINESS OF PSM.

         3.8 ACTIONS AND PROCEEDINGS. PSM IS NOT A PARTY TO ANY MATERIAL PENDING
LITIGATION OR, TO ITS KNOWLEDGE,  ANY  GOVERNMENTAL  PROCEEDINGS  ARE THREATENED
AGAINST PSM.

         3.9 CAPITALIZATION.  AS OF THE CLOSING DATE, THERE ARE APPROXIMATELY 46
SHAREHOLDERS  OF record  that are the owners of  4,500,000  shares of PSM Common
Stock, none of which owns in excess of 5% of the issued and OUTSTANDING  SHARES,
EXCEPT AS MAY BE SET FORTH IN PSM'S  PERIODIC  REPORTS FILED with the SEC. There
are no  OUTSTANDING  WARRANTS,  ISSUED  STOCK  OPTIONS,  STOCK  RIGHTS  OR OTHER
COMMITMENTS OF ANY CHARACTER RELATING TO THE ISSUED OR UNISSUED SHARES OF EITHER
COMMON STOCK OR PREFERRED STOCK, IF ANY, OF PSM.

          3.10 ACCESS TO RECORDS. THE CORPORATE FINANCIAL RECORDS, MINUTE BOOKS,
AND OTHER  DOCUMENTS AND RECORDS OF PSM HAVE BEEN MADE AVAILABLE TO MENTOR PRIOR
TO THE CLOSING HEREOF.

         3.11  NO  BREACH.  THE  EXECUTION,  DELIVERY  AND  PERFORMANCE  OF THIS
AGREEMENT AND THE CONSUMMATION OF THE transactions contemplated hereby will not:

                  (I) VIOLATE ANY PROVISION OF THE ARTICLES OF  INCORPORATION OR
         BY-LAWS OF NM;

<PAGE>

                  (ii) violate,  conflict with or result in the breach of any of
         the material terms of, result in a material  modification of, otherwise
         give any other contracting party the right to terminate,  or constitute
         (or with notice or lapse of time or both  constitute) a default  under,
         any  contact  or other  agreement  to which  PSM is a party or by or to
         which it or any of its assets or properties may be bound or subject;

                  (iii) violate any order, judgment, injunction, award or decree
         of any court, arbitrator or governmental or regulatory body against, or
         binding  upon,  PSM or upon the  securities,  properties or business to
         PSM; or

                  (iv)  violate  any   statute,   law  or   regulation   of  any
         jurisdiction applicable to the transactions  contemplated herein, which
         violation  could  have a material  adverse  effect on the  business  or
         operations of PSM.

         3.12 BROKERS OR FINDERS. No broker's or finder's fee will be payable by
PSM in connection with the transactions contemplated by this Agreement, nor will
any such fee be incurred as a result of any actions of PSM.

         3.13  CORPORATE  AUTHORITY.  PSM has the corporate  power to enter into
this  Agreement  and  to  perform  its  respective  obligations  hereunder.  The
execution and delivery of this Agreement and the consummation of the transaction
contemplated  hereby have been duly  authorized  by the Board of Directors and a
majority of the  Shareholders  of PSM. The  execution  and  performance  of this
Agreement  will not constitute a material  breach of any  agreement,  indenture,
mortgage,  license or other  instrument  or document to which PSM is a party and
will not violate any judgment, decree, order, writ, rule, statute, or regulation
applicable  to PSM or its  properties.  The execution  and  performance  of this
Agreement will not violate or conflict with any provision of the  Certificate of
Incorporation or by-laws of PSM.

         3.14 FULL  DISCLOSURE.  No  representation  or  warranty by PSM in this
Agreement  or in any  document  or  schedule to be  delivered  by them  pursuant
hereto, and no written statement,  certificate or instrument  furnished or to be
furnished  by  PSM  pursuant  hereto  or in  connection  with  the  negotiation,
execution or performance  of this Agreement  contains or will contain any untrue
statement of a material  fact or omits or will omit to state any fact  necessary
to make any statement  herein or therein not materially  misleading or necessary
to complete and correct  presentation of all material aspects of the business of
PSM.

         3.15  REPORTIPG_COMPANY  STATUS.  PSM is a reporting  company under the
auspices of Section 12(g) of the  Securities  Act of 1933, and may be identified
by its Corporate  Identification  Code ("CIK") number of 0001096298 for locating
its filings on the  Electronic  Data  Gathering and Retrieval  system  ("EDGAR")
maintained by the United States Securities and Exchange Commission ("SEC").


<PAGE>

SECTION 4. CONDITIONS PRECEDENT

         4.1 CONDITIONS  PRECEDENT TO THE OBLJGATION OF MEIRROR AND THE MAJORITY
SHAREHOLDERS. All OBLIGATIONS OF MENTOR and the Majority Shareholders under this
Agreement are subject to the  fiulfillment,  prior to or as of the Closing Date,
as indicated below, of each of the following conditions:

                           (a)  The  representations  and  warranties  by  or on
                  behalf  of  PSM   contained  in  this   Agreement  or  in  any
                  certificate or document  delivered  pursuant to the provisions
                  hereof  shall be true in all  material  respects  at and as of
                  Closing  Date as though such  representations  and  warranties
                  were made at and as of such time.

                           (b) PSM shall  have  performed  and  complied  in all
                  material  respects,  with  all  covenants,   agreements,   and
                  conditions set forth in, and shall have executed and delivered
                  all  documents  required by this  Agreement to be performed or
                  complied with or executed and delivered by them prior to or at
                  the Closing.

                           (c) On or before the Closing,  the Board of Directors
                  and a majority of the shareholders of PSM shall have approved,
                  in  accordance  with Nevada law, the  execution,  delivery and
                  performance  of this  Agreement  and the  consummation  of the
                  transaction  contemplated  herein  and  authorized  all of the
                  necessary and proper  actions to enable PSM to comply with the
                  terms of the Agreement.

                           (d) PSM shall  have  sufficient  shares of PSM Common
                  Stock authorized but unissued to complete the Exchange.

                           (e) All instruments and documents delivered to MENTOR
                  and the  Shareholders  pursuant to provisions  hereof shall be
                  reasonably satisfactory to legal counsel for MEN'rOR.

         4.2   CONDITIONL   PRECEDENT  TU  THE   OBLIGATIONS   OF  PSM  AND  PSM
SHAREHOLDERS.  All  obligations  of PSM under this  Agreement are subject to the
fulfillment, prior to or at Closing, of each of the following conditions:

                           (a) The representations and warranties by MErcroa and
                  its Majority  Shareholders,  contained in this Agreement or in
                  any  certificate  or  document   delivered   pursuant  to  the
                  provisions  hereof shall be true in all  material  respects at
                  and as of the  Closing  as  though  such  representations  and
                  warranties were made at and as of such time;

                           (B) MENTOR and its Shareholders  shall have performed
                  and  complied  with,  in  all  material  respects,   with  all
                  covenants,  agreements, and conditions set forth in, and shall
                  have executed and  delivered  all  documents  required by this
                  Agreement


<PAGE>

                  to be performed or complied or executed and  delivered by them
                  prior to or at the Closing;

SECTION 5. COVENANTS

         5.1 CORPORATE  EXAMINATIONS  AND  INVESTIGATIONS.  Prior to the Closing
Date,  the  parties  acknowledge  that they have been  entitled,  through  their
employees  and  representatives,  to  make  such  investigation  of the  assets,
properties,  business and operations,  books, records and financial condition of
the other as they each may reasonably  require.  No  investigations,  by a party
hereto shall, however, diminish or waive any of the representations, warranties,
covenants or agreements of the party under this Agreement.

         5.2 FURTHER  ASSUIANCES.  The parties shall execute such  documents and
other  papers and take such  further  actions as may be  reasonably  required or
desirable to carry out the provisions  hereof and the transactions  contemplated
hereby.  Each such  party  shall use its best  efforts  to fulfill or obtain the
fulfillment of the conditions to the Closing, including, without limitation, the
execution  and delivery of any  documents or other  papers,  the  execution  and
delivery of which are necessary or appropriate to the Closing.

         5.3  CONFIDENTIALITY~,  In the event the  transactions  contemplated by
this Agreement are not CONSUMMATED,  PSM, MENTOR and the  Shareholders  agree to
keep  confidential  any  information  disclosed  to  each  other  in  connection
therewith  for a period  of three  (3)  years  from  the date  hereof  provided,
however, such obligation shall not apply to information which:

                  (i) at the time of the disclosure was public knowledge;

                  (ii) after the time of  disclosure  becomes  public  knowledge
         (except due to the action of the receiving party);

                  (iii) the  receiving  party had within its  possession  at the
         time of disclosure; or

                  (iv) is ordered disclosed by a Court of proper jurisdiction.


SECTION 6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES

         Notwithstanding any right of either party to investigate the affairs of
the other  party and its  Shareholders,  each  party has the right to rely filly
upon  representations,  warranties,  covenants and agreements of the other party
and its Shareholders contained in this Agreement or in any document delivered to
one by the  other  or any of  their  representatives,  in  connection  with  the
transactions   contemplated  by  this  Agreement.   All  such   representations,
warranties, covenants and agreements

<PAGE>

shall survice the execution  and delivery  hereof and the closing  hereunder for
one year following the Closing.

SECTION 7. INDEMNIFICATION

         For a period of three (3) years  from the  Closing,  MENTOR's  Majority
Shareholders  jointly and severally agree to indemnify and hold harmless PSM its
officers, directors and principal shareholders,  and PSM agrees to indemnify and
hold  harmless  the  MENTOR  Shareholders,  at all times  after the date of this
Agreement against and in respect of any liability,  damage,  or deficiency,  all
actions,  suits,  proceedings,   demands,  assessments,   judgments,  costs  and
expenses, including attorneys' fees, incident to any of the foregoing, resulting
from  any  material  misrepresentation  made  by any  indemnifying  party  to an
indemnified  party, an indemnifying  party's breach of a covenant or warranty or
an indemnifying party's  nonThlfillment of any agreement hereunder,  or from any
material  misrepresentation or omission from any certificate  furnished or to be
furnished hereunder.

         If the indemnified party receives written notice of the commencement of
any legal  action,  suit or  proceeding  with respect to which the  indemnifying
party  is or may be  obligated  to  provide  indemnification  pursuant  to  this
Section,  the  indemnified  party  shall,  within 30 days of the receipt of such
written  notice,  give the  indemnifying  party written notice thereof (a "Claim
Notice").  Failure to give such Claim Notice within such 30 day period shall not
constitute  a  waiver  by the  indemnified  party  or its  rights  to  indemnity
hereunder  with respect to such action,  suit or  proceeding  unless the defense
thereof is prejudiced thereby. Upon receipt by the indemnifying party of a Claim
Notice from the indemnified party with respect to any claim for  indemnification
which is based upon a claim made by a third  party  ("Third  Party  Claim),  the
indemnifying  party may assume the defense of the Third Party Claim with counsel
of its own choosing,  as described below. The indemnified  party shall cooperate
in the  defense  of the  Third  Party  Claim  and shall  furnish  such  records,
information   and   testimony  and  attend  all  such   conferences,   discovery
proceedings,  hearings,  trials and  appeals as may be  reasonably  required  in
connection  therewith.  The indemnified party shall have the right to employ its
own counsel in any such action,  but the fees and expenses of such counsel shall
be at the expense of the indemnified  party unless the indemnifying  party shall
not have with reasonable  promptness  employed  counsel to assume the defense of
the Third  Party  Claim,  in which event such fees and  expenses  shall be borne
solely by the indemnifying  party.  The indemnifying  party shall not satisfy pr
settle any Third  Party Claim for which  indemnification  has been sought and is
available hereunder, without the prior written consent of the indemnified party,
which  consent  shall  not be  delayed  or which  shall not be  required  if the
indemnified  party  is  granted  a  release  in  connection  therewith.  If  the
indemnifying  party shall fail with  reasonable  promptness to defend such Third
Party Claim, the indemnified party may defend, satisfy or settle the Third Party
Claim at the expense of the indemnifying  party and the indemnifying party shall
pay to the  indemnified  party the  amount of such Loss  within  ten days  after
written demand thereof The  indemnification  provisions hereof shall survive the
termination of this Agreement.


<PAGE>


      SECTION 8. DOCUMENTSAT CLOSING AND THE CLOSING

         8.1 DOCUMENTS AT CLOSING.  AT the Closing,  the following  transactions
shall occur, all of such transactions being deemed to occur simultaneously:

                  (A)      MENTOR WILL  DELIVER,  OR WILL CAUSE TO BE DELIVERED,
                           TO PSM the following:

                           (i) a  certificate  executed  by  the  President  and
                  Secretary of MENTOR to the effect that all representations and
                  warranties  made by MENTOR under this  Agreement  are true and
                  correct as of the Closing, the same as though originally given
                  to PSM on said date;

                           (ii) evidence  from the Country of Barbados  dated at
                  or about the  Closing  to the  effect  that  MENTOR is in good
                  standing under the laws of said Country;

                           (III) MENTOR and its  Shareholders  shall  deliver an
                  opinion of its legal counsel to PSM to the effect that:

                                    (a) MENTOR is a corporation validly existing
                           and in good  standing  under the laws of the Barbados
                           is duly qualified to do business in any  jurisdiction
                           where so  required  except  where the  failure  to so
                           qualify would have no material  adverse impact on the
                           company;

                                    (B) MENTOR has the corporate  power to carry
                           on its business as now being conducted; and

                                    (c) this Agreement has been duly authorized,
                           executed and delivered by MENTOR.

                           (iv) instruments of title  representing  those Assets
                  of MENTOR to be  exchanged  for PSM Shares will be  delivered,
                  along with duly executed Bills of Sale or other instruments of
                  transfer (such as sub-licensing  agreements) transferring such
                  Assets to PSM.

                           (v) all  other  items,  the  delivery  of  which is a
                  condition precedent to the OBLIGATIONS OF PSM, as set forth in
                  Section 4.

                  (B)      PSM WILL  DELIVER OR CAUSE TO BE  DELIVERED TO MENTOR
                           AND THE MENTOR Shareholders:

                           (I) A CERTIFICATE  FROM PSM EXECUTED BY THE PRESIDENT
                  OR  SECRETARY  OF PSM, to the effect that all  representations
                  and  warranties of PSM made under this  Agreement are true and
                  correct  as of the  Closing,  the saute as  though  originally
                  given


<PAGE>

                  TO MENTOR on said date;

                           (ii)  certified  copies of resolutions by PSM's Board
                  of Directors  authorizing this TRANSACTION;  AND AN OPINION OF
                  PSM COUNSEL AS DESCRIBED IN SECTION 4 above;

                           (iii)  evidence  from the Nevada  Secretary  of State
                  dated  at or  about  the  Closing  Date  that  FSM is in  good
                  standing under the laws of said State;

                           (iv) an opinion of counsel to the effect that:

                                    (I)      PSM   is  a   corporation   validly
                                             existing and in good standing under
                                             the laws of the State of Nevada;

                                    (2)      This   Agreement   has  been   duly
                                             authorized  executed and  delivered
                                             by PSM and is a valid  and  binding
                                             obligation  of PSM  enforceable  in
                                             accordance with its terms;

                                    (3)      PSM, through its Board of Directors
                                             and its shareholders, has taken all
                                             corporate   action   necessary  for
                                             performance under this Agreement;

                                    (4)      The    documents    executed    and
                                             delivered to MErcroR and the MENTOR
                                             Shareholders  hereunder  are  valid
                                             and  binding  in  accordance   with
                                             their  terms to the  shares  of PSM
                                             Shares  to be  issued  pursuant  to
                                             Section 1.1 hereof, and such Shares
                                             will be duly  and  validly  issued,
                                             fttlly paid and non-assessable; and

                                    (5)      PSM  has  the  corporate  power  to
                                             execute the Agreement,  deliver the
                                             Shares  and   perform   under  this
                                             Agreement.

                           (v)  consent  of  Shirley  Bethurum,  sole  director,
                  designating and appointing new directors and officers:  (James
                  N.    Rodgers,    PresidentiDirector,    Edwin   W.    Austin,
                  Secretary/Director and David C. Smith, Director);

                           (vi)  resignation  of Shirley  Bethurum as an officer
                  and director;

                           (vii) all other  items,  the  delivery  of which is a
                  condition precedent to the obligations of MENTOR, as set forth
                  in Section 4 hereof.

         8.2 THA CLOSING.  The Closing  shall take place at the time or place as
may be agreed upon by the parties  hereto.  At the  Closing,  the parties  shall
provide each other with such documents as may be necessary.

<PAGE>

SECTION 9. MISCELLANEOUS

         9. 1 WAIVERS.  The waiver of a breach of this  Agreement or the failure
of any party hereto to exercise any right under this  Agreement  shall in no way
constitute waiver as to future breach whether similar or dissimilar in nature or
as to the exercise of any further right under this Agreement.

         9.2  AMENDMENT.  This  Agreement  may be amended or modified only by an
instrument  of equal  formality  signed by the  parties  or the duly  authorized
representatives of the respective parties.

         9.3 ASSIGNMENT. This Agreement is not assignable except by operation of
law.

         9.4 NOTICE. Until otherwise specified in writing, the mailing addresses
and fax numbers of the parties of this Agreement shall be as follows:

                  To:   PSM:

                           Shirley Bethurum

                           11300 W. Olympic Boulevard, Suite 800
                           Los Angeles, California 90064

                  TO: MENTOR:

                           James N. Rodgers
                           Suite 3, 765 Marlee Avenue
                           Toronto, Ontario, Canada M6B 3J8

Any notice or statement  given under this Agreement shall be deemed to have been
given if sent by  registered  mail  addressed  to the other party at the address
indicated  above or at such other  address  which shall have been  furnished  in
writing to the addressor.

         9.5 (LOVERNING  LAW. This Agreement  shall be construed,  and the legal
relations be the parties determined, in accordance with the laws of the State of
Nevada,  thereby  precluding  any  choice of law  rules  which  may  direct  the
application of the laws of any other jurisdiction.

         9.6 PUBLICITY.  No publicity  release or  announcement  concerning this
Agreement  or the  transactions  contemplated  hereby  shall be issued by either
party hereto at any time from the signing  hereof  without  advance  approval in
writing of the form and substance by the other party.

         9.7 ENTIRE  AGREEMENT.  This  Agreement  (including  the  Exhibits  and
Schedules  to be attached  hereto)  and the  collateral  agreements  executed in
connection with the consummation of the transactions contemplated herein contain
the entire agreement among the parties with respect to the

<PAGE>

hereof  without  advance  approval in writing of the form arid  substance by the
other party.

         9.7 ENTIRE  AGREEMENT.  This  Agreement  (including  the  Exhibits  and
Scbedules  to be attached  hereto)  AND THE  COLLATERAL  AGREEMENTS  EXECUTED IN
CONNECTION  with the  consu.rnmation  of the  transactions  contemplated  BERETH
CONTAIN THE ENTIIE  AGREEMENT  AMONG THE PARTIES WITH RESPECT TO THE EXCHANGE OF
THE  ASSETS  AND  ISSUANCE  OF THE PSM  Shares  and  relaxed  traiiactions,  and
supersede all prior agrveznents, written or oral, with respect.thereto.

         92 HEADINGS The headings in this  A&eement axe for  reference  purposes
only and shall not in any way  affect  the  meaning  or  interpretation  of this
Awwnent

         9.9 SEVERABILITY OF PROVISIONS,  THE INVALIDITY OR  WIENFORCEABILITY OF
ANY  TERM,  PHRASE,  clause,  paragraph,  restriction,  covenant,  agreement  or
provision of this  Agreement  shall in no way affect the validity or ENFORCEMENT
OF ANY OTHER PROVISION or any part thereof.

         9.10  COUNTERRARTS  THIS  AGREEMENT  MAY BE  EXECUTED  IN ANY NUMBER OF
COUNTERPARTS,  EACH OF WHICH WHEN SO EXECUTED, SHALL CONSTITUTE AN OZIGINAL COPY
HEMOF, BUT ALL OF WHICH TOGETHER SHALL consider but one ad the same document.

         9.11 BINDING  EFFECT This  Agreement  shall be binding upon the parties
hereto  and  inure  to the  benefit  of the  parties,  their  respective  heirs,
adrthnistraxors, executors, successors and assigns.

         9.12  TAX  TREATMENT   PSM,   Mentor  and  the  Majority   Shareholders
acknowledge  that they each have been  represented  by their o~t tax advisors in
connection with this transaction; that none of them has made a REPRESENTATION OR
WANANTY TO ANY OF THE OTHER PARTIES WITH RESPECT TO the tax  trenrncct  accorded
this  transaction,  or the effect  iSividually or ccrporattly on any party under
the  applicable tax laws,  regu.latio~,  or  INTNPRETATIONC  AND THAT NO OPINION
OICCUNSEL OR PRIVATE  revenue Sing has been obtained with respect to the effects
of this transaction under the Code.

         9.13 PRESS RELEASES.  The parties will mutually agree as to the wording
and timing of any thfonnational releases concerning this tansaction prior to and
through Closing.


         IN WITNESS WHEREOF, theparties have executed this Agreement on the date
first above written.

                                                     PSM CORP. (NEVADA)
                                                     a Neva corporation
                                                     BY:
                                                        -----------------------
                                                        Shirley Bethrum,
                                                        President


<PAGE>

                           MENTOR ON CALL, INC.
                           a Barbadian International Business Corporation

                           By: ____________________
                              James N. Rodgers
                              Managing Director

SHAREHOLDER SIGNATURES ON NEXT PAGE


<PAGE>


     "MAJORITY SHAREHOLDERS:"

James N. Rodgers (25%)

EDWTN W. Austin (25%)

John J. Pritchard (25%)

JASON R. FIGUEROA (25%)


TOTAL APPROVING AGREEMENT: 100.0%


<PAGE>


EXHIBITS

A Description of the MENTOR Assets being transferred in exchange for the Shares

B List of MENTOR shareholders (See table above) Total Number: 4


SCHEDULES

          MENTOR SCHEDULES

2.11      MENTOR Books and Records
2.15      MENTOR Significant contracts:
2.19      List of exceptions to Tangible Assets

          PSM SCHEDULES

3.4       PSM Financial Statements

3.5       LIST OF material adverse changes
3.7       Compliance with Laws


<PAGE>

                                   EXHIBIT "A"

                 DESCRIPTION OF MENTOR ASSETS BEING TRANSFERRED
                           IN EXCHANGE FOR THE SHARES


<PAGE>

                                   EXHIBIT "B"

                          LIST OF MENTOR SHAREHOLDERS

-------------------------------------------------------------------------------
NAME OF SHAREHOLDER OF        APPROXIMATE PERCENTAGE        NUMBER OF SHARES OF
MENTOR                              OF HOLDING              MENTOR COMMON STOCK
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
JAINESN. RODGERS                       25%                                25
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
EDWINW. AUSTIN                         25%                                25
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
JOHN J. PRITCHARD                      25%                                25
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
JASON R. FIGUEROA                      25%                                25
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
TOTAL:
-------------------------------------------------------------------------------


NOTE:    SHARES OF PSM TO BE ISSUED WILL BE IN THE NAME OF "MENTOR ON CALL, INC.
         ", A BARBADIAN INTERNATIONAL BUSINESS CORPORATION.