EXHIBIT 2.1


                      AGREEMENT AND PLAN OF REORGANIZATION


     THIS AGREEMENT AND PLAN OF  REORGANIZATION  is entered into as of this 14th
day of February,  2002 by and between WAVE POWER.  NET, INC. (the "Company"),  a
Delaware corporation, whose address is 950 North Federal Highway, Pompano Beach,
Florida  33062,  and 3  Strikes  (USA),  Inc.  ("Three  Strikes"),  a  New  York
corporation, whose address is 25 Crescent St., Stanford, Connecticut 06906.

                                     RECITAL

     A. The Company and Three Strikes  desire to effect a Type B  reorganization
under Section  368(a)(1)(B) of the Internal Revenue Code of 1986, as amended, on
the terms and conditions  set forth below,  whereby the Company will acquire all
of the issued and  outstanding  shares of Three Strikes' common stock by issuing
solely in  exchange  therefore  to Three  Strikes'  shareholders,  shares of the
Company's Common Capital Stock (the "Company Stock").

NOW  THEREFORE  in   consideration  of  the  foregoing   recitals,   the  mutual
representations,  warranties and covenants  contained  herein and other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties agree as follows:

I.   BASIC TRANSACTION.


     1.1 Plan of  Reorganization.  Subject to the terms and  conditions  of this
Agreement and pursuant to Section  368(a)(1)(B) of the Internal  Revenue Code of
1986,  as  amended,  the  parties  to  this  Agreement  shall  effect  a  Type B
reorganization (the  "Reorganization")  whereby all of the outstanding shares of
Three Strikes'  common stock will be exchanged for 20,000,000 post reverse split
shares of the Company's Common Stock. The Reorganization shall take place on the
Closing Date (hereinafter defined in Section 1.2 of this Agreement) and shall be
accomplished in accordance with Article V below.

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     1.2 Closing.  The closing of the Reorganization  and exchange  contemplated
and  provided for in this  Agreement  (the  "Closing")  shall take at a time and
place to be  mutually  agreed  upon by the  parties  on the third  business  day
following the satisfaction or waiver or all conditions to the obligations of the
parties to consummate the subject  reorganization  and exchange  (other than the
conditions  with  respect to actions  the  respective  parties  will take at the
Closing  itself) or such other date as the parties may mutually  determine  (the
"Closing Date").  It is the parties  intention to close this transaction as soon
as  practicable,  however,  the Closing  Date shall occur no later than March 1,
2002, absent regulatory delays or breach.

     1.3  Terms of Exchange.  On the Closing Date the Company shall:

     a. Will  issue  ratably  and cause to be  delivered  to the Three  Strikes'
     shareholders  certificates  or rights  representing  100,000,000  pre-split
     shares or its equivalent post reverse split shares of the Company's  Common
     Capital  Stock,  in  consideration  for the  transfer to the Company by the
     Three Strikes'  shareholders  of all the common shares of the capital stock
     of Three Strikes  issued and  outstanding  as of the Closing Date. No other
     shares of any preference or type of Three Strikes shares are outstanding on
     the date of this Agreement or shall be outstanding on the Closing Date; and

     b. The parties  agree that a 1:5  reverse  stock split of the shares of the
     Company  shall  occur on or after the  closing  inasmuch as the Company has
     only  75,000,000  shares  authorized  and pursuant to the  Agreement of the
     Parties,  Three  Strikes'  shareholders  are to receive the  equivalent  of
     100,000,000  pre-reverse  split common shares which cannot be  accomplished
     without  shareholders  approval of a reverse  stock split.  Due to the time
     delay in obtaining shareholder approval,  the Company and Three Strikes are
     contemplating  closing  the  transaction  by  the  issuance  of  all of the
     remaining  authorized common stock,  which would provide Three Strikes with
     approximately 56,000,000 shares of common stock or approximately 74% of the
     shares of the  Company.  The Company and its  principal  shareholders  have
     consented to the reverse stock split and the issuance of additional  shares
     of common stock to the Three Strikes'  shareholders  to effectuate the post
     reverse split total of 20,000,000 shares to Three Strikes' shareholders.

     c. The  Three  Strikes'  shareholders  shall,  in  consideration  for their
     receipt of the shares of the Company's  Common Capital Stock,  transfer and
     deliver  to the  Company  certificates  representing  all of the issued and
     outstanding  shares  of Three  Strikes'  common  stock  owned by them.  The
     Company shall receive good and  marketable  title to all of Three  Strikes'
     issued and outstanding common stock free and clear of all liens, mortgages,
     pledges, claims or other rights or encumbrances whatever, whether disclosed
     or undisclosed.

     1.4  Restrictions  on Transfer.  The Company's  Common Capital Stock,  when
issued and delivered hereunder, shall not be registered under the Securities Act
of 1933, as amended,  nor shall the Three Strikes'  shareholders  be granted any
registration rights as to such shares.  Each certificate  representing shares of
the  Company's  Common  Capital Stock will bear a customary  restrictive  legend
which  states in effect  that such  shares  have not been  registered  under the
Securities Act of 1933 and consequently may not be transferred,  assigned,  sold
or hypothecated  unless  registered  under the Securities Act of 1933 or, in the
opinion of Company's counsel, an exemption from the registration requirements of
the Securities Act of 1933 is available for such transaction.

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II.  REPRESENTATIONS AND WARRANTIES.

     2.1 Representations  and Warranties of Three Strikes.  Three Strikes hereby
represents  and  warrants to the Company that the  statements  contained in this
Section 2.1 are correct and complete as of the date of this  Agreement  and will
be correct and complete as of the Closing Date (as though then and as though the
Closing Date were  substituted  for the date of this Agreement  throughout  this
Section 2.1), except as set forth in the disclosure  schedule  accompanying this
Agreement  (the  "Three  Strikes  Disclosure  Statement").  The  Three  Strikes'
Disclosure  Statement  will  be  arranged  in  paragraphs  corresponding  to the
lettered subsections contained in this Section 2.1.

     a. Due Organization. Three Strikes is a corporation duly organized, validly
     existing,  and in good standing under the laws of the State of New York and
     is qualified to do business and is in good standing in all jurisdictions in
     which such  qualification  is  necessary.  Three  Strikes has all requisite
     corporate  power  and  authority  to  conduct  its  business,  to  own  its
     properties  and  to  execute  and  deliver,  and  to  perform  all  of  its
     obligations under this Agreement to which it is a party.

     b. Due  Authority.  The  execution,  delivery  and  performance  under this
     Agreement and the documents provided for herein by Three Strikes, have been
     authorized by all necessary corporate action; provided, however, that Three
     Strikes cannot  consummate the  Reorganization  unless or until it receives
     the requisite approval from its shareholders.

     c.  Capitalization.  Three  Strikes'  authorized  capitalization  presently
     consists of shares of capital stock, no par value, of which, as of the date
     hereof, ________ shares are issued and outstanding and _____________ shares
     have been reserved for issuance based upon certain specified contingencies.
     All issued and outstanding shares have been duly authorized, validly issued
     and fully paid and  non-assessable,  and subject to no preemptive rights of
     any shareholder.

     d.  Outstanding  Options,  Warrants or Other  Rights.  Three Strikes has no
     outstanding  warrants,  options or similar  rights  whereby  any person may
     subscribe  for or purchase  shares of its common  stock,  nor are there any
     other securities outstanding which are convertible into or exchangeable for
     its common  stock,  and there are no contracts or  commitments  pursuant to
     which any person may acquire or Three Strikes may become bound to issue any
     shares of such common stock.

     e. Copies of Documents  Genuine.  All copies of Three Strikes'  articles of
     incorporation  and  bylaws  (each as  amended  to date) and all  minutes of
     meetings or written consents in lieu of meetings of shareholders, directors
     and  committees  of directors of Three  Strikes  which have been or will be
     furnished to the Company are true, complete,  correct and unmodified copies
     of such documents.

     f.  Officers and Directors.  The officers and directors of Three Strikes
     consists of the following:

          Name                     Office
          ------------             -----------------------
          Mark Kaufman             Director, President,
                                     Secretary & Treasurer

     g.  Noncontravention.  The execution of this Agreement by Three Strikes and
     the consummation of the transactions contemplated hereby will not result in
     the breach of any term or provision of, or constitute a default under,  any
     provision or restrictions of any indenture,  agreement, or other instrument
     or any judgment,  order,  or decree to which Three Strikes is a party or by


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     which it is bound,  or will it conflict with any provisions or the Articles
     of Incorporation or Bylaws of Three Strikes.

     h.  Litigation.  There are no suits,  actions or  proceedings  at law or in
     equity,  pending or threatened  against or affecting Three Strikes that can
     be expected to result in any  materially  adverse  change in the  business,
     properties, operations, prospects, or assets or in its condition, financial
     or otherwise.

     i. Laws and Regulations.  Three Strikes has complied with all laws,  rules,
     regulations  and  ordinances  relating to or affecting the conduct of Three
     Strikes'  business,  and Three Strikes possesses and holds all licenses and
     permits required in its business by federal, state or local authorities.

     j.  Full  Disclosure.  Neither  this  Agreement  nor any  other  instrument
     furnished  to the  Company by or on behalf of Three  Strikes  contains  any
     untrue  statement  of a  material  fact or omits to state a  material  fact
     necessary to make any statements made not misleading,  and there is no fact
     that  materially and adversely  affects,  or foreseeably may materially and
     adversely  affect,   Three  Strikes'  financial   condition,   liabilities,
     business,  or assets  that have not been  disclosed  herein or in any other
     instrument.

     k.  Representations  and  Warranties  True at Closing.  Except as expressly
     herein otherwise  provided,  all of the  representations  and warranties of
     Three  Strikes set forth  herein  shall be true as of the  Closing  Date as
     though  such  representations  and  warranties  were made on and as of such
     date.

     l. Reverse  Splits.  Three  Strikes  hereby  warrants and avers that,  post
     merger,  that  it  will  not  enact  a  reverse  split  of its  issued  and
     outstanding  common  stock  shares nor its  authorized  common stock shares
     (other  than  as  contemplated  in  this  Agreement),  for a  period  of 30
     consecutive months from the date of Closing.  Further, Three Strikes agrees
     that this provision shall carry over should Three Strikes merge with, or be
     acquired by,  another  entity  during this 30 month period or, should Three
     Strikes become a subsidiary of another entity.

     m.  Shareholders.  Appended to this Agreement are schedules setting
     forth the names, addresses, social security numbers and number of shares
     of stock held by each shareholder of Three Strikes and Wave Power Net's
     respective equity holders.

     2.2 Representations  and Warranties of the Company.  The Company represents
and warrants to Three Strikes and its shareholders that the statements contained
in this  Section 2.2 are correct and  complete as of the date of this  Agreement
and will be correct and  complete as of the Closing  Date (as though then and as
though  the  Closing  Date  were  substituted  for the  date  of this  Agreement
throughout  this Section 2.2),  except as set forth in the  disclosure  schedule
accompanying this Agreement (the "Company  Disclosure  Statement").  The Company
Disclosure  Statement  will  be  arranged  in  paragraphs  corresponding  to the
lettered subsections contained in this Section 2.2.

     a.  Organization.  The Company is a  corporation  duly  organized,  validly
     existing,  and in good standing under the laws of the State of Delaware and
     is qualified to do business and is in good standing in all jurisdictions in
     which such  qualification  is  necessary.  The  Company  has all  requisite
     corporate  power  and  authority  to  conduct  its  business,  to  own  its


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     properties  and  to  execute  and  deliver,  and  to  perform  all  of  its
     obligations under this Agreement to which it is a party.

     b.  Due Authority.  The execution, delivery and performance under this
     Agreement and the documents provided for herein by Company have been
     authorized by all necessary corporate action.

     c.  Capitalization.   The  Company's  authorized  capitalization  presently
     consists of 75,000,000 shares of capital stock,  $0.001 par value, of which
     as of January 19, 2002, 17,780,000 shares are issued and outstanding and up
     to 1.3 million  common shares have been reserved for future  issuance based
     upon certain  specified  contingencies.  All issued and outstanding  shares
     have been duly authorized,  validly issued and fully paid and nonassessable
     and all shares of Company's Common Capital Stock to be issued and delivered
     on the Closing  Date to the Three  Strikes '  shareholders  pursuant to the
     Agreement  will be, when so delivered,  duly  authorized and validly issued
     and outstanding, fully paid and non-assessable, free and clear of any lien,
     charge, claim or encumbrance whatsoever and subject to no preemptive rights
     of any  Shareholder.  No other class of stock (common or preferred)  is, or
     has been authorized or issued by the Company, its Articles of Incorporation
     or By-Laws.

     d. Outstanding  Options,  Warrants or Other Rights.  Except as set forth in
     the Company Disclosure Statement,  the Company has no outstanding warrants,
     options or similar  rights whereby any person may subscribe for or purchase
     shares of its common stock, nor are there any other securities  outstanding
     which are convertible  into or exchangeable for its common stock, and there
     are no contracts or commitments pursuant to which any person may acquire or
     Three Strikes may become bound to issue any shares of such common stock.

     e.  Financial  Statements.  The Company has provided Three Strikes with its
     most recent audited  financial  statements  dated September 30, 2001. These
     financial  statements  have been  prepared  in  accordance  with  generally
     accepted accounting principles, are correct, complete, and fairly represent
     the financial  position and results of operations of the Company as of said
     date and for the periods indicated.

     f. Adverse Changes. Since the date of the financial statements described in
     Section  2.2(e) above,  there have not been, and prior to the Closing Date,
     there will not be, any material  changes in the  financial  position of the
     Company  and its  subsidiaries  (if  any)  except  changes  arising  in the
     ordinary course of business and except changes that are otherwise disclosed
     in writing to Three Strikes .

     g.  Undisclosed  Liabilities.  The  Company  does not  have  any  liability
     (whether known or unknown, whether asserted or unasserted, whether absolute
     or  contingent,   whether  accrued  or  unaccrued,  whether  liquidated  or
     unliquidated,  and whether due or to become due) except for liabilities set
     forth on the face of the  Balance  Sheet  delivered  to  Three  Strikes  in
     accordance  with the  provisions of Section 2.2(e) above,  and  liabilities
     which have arisen after the date of the  financial  statements  provided in
     accordance  with the  provisions  of Section  2.2(e)  above in the ordinary
     course of the Company business.

     h. Noncontravention. The execution of this Agreement by the Company and the
     consummation of the transactions contemplated hereby will not result in the
     breach of any term or  provision  of, or  constitute a default  under,  any
     provision or restrictions of any indenture,  agreement, or other instrument
     or any  judgment,  order,  or decree to which the  Company is a party or by


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     which it is bound,  or will it conflict with any provisions or the Articles
     of Incorporation or Bylaws of the Company.

     i. SEC  Filings.  The Company has made all filings with the SEC that it has
     been required to make under the Securities Act of 1933, as amended, and the
     Securities  Exchange  Act of 1934,  as  amended  (collectively  the  Public
     Reports).  Each of the Public  Reports has complied with the Securities Act
     and the  Securities  Exchange  Act in all  material  respects.  None of the
     Public  Reports,  as  of  their  respective  dates,  contained  any  untrue
     statement of a material fact, or omitted to state a material fact necessary
     in order to make the statements made therein, in light of the circumstances
     under which they were made, not misleading.  All SEC filings by the Company
     within the last twelve  months have been made in a timely  fashion  without
     extension.  The Company's stock presently trades on the NASD bulletin board
     under the  symbol,  "WPDN".  No order or  determination  of any  regulatory
     agency,  body or association is pending or threatened which would cause the
     company to have its shares  "de-listed"  or otherwise  prevented from being
     offered for sale.

     j.  Litigation.  There are no suits, actions or proceedings at law or in
     equity, pending or threatened against or affecting the Company that can
     be expected to result in any materially adverse change in the Company or
     its assets.

     k.  Representations  and  Warranties  True at Closing.  Except as expressly
     herein otherwise provided, all of the representations and warranties of the
     Company set forth  herein  shall be true as of the  Closing  Date as though
     such representations and warranties were made on and as of such date.

III. COVENANTS.

From the date of this  Agreement  until the Closing Date, and for a period of 80
days thereafter, the Company and Three Strikes agree as follows:

     3.1 General.  Each of the parties  hereto will use its best efforts to take
all  actions  and to do all things  necessary  in order to  consummate  and make
effective the transaction contemplated by this Agreement (including satisfaction
of the closing conditions set forth in Article IV below).

     3.2 Notices and Consents.  Each of the parties hereto will give any notices
to third  parties,  and will use its best  efforts  to obtain  any  third  party
consents,  that the other party  reasonably  may request in connection  with any
matter referred to in Sections 2.1 or 2.2 above.

     3.3 Regulatory Matters and Approvals.  Each of the parties hereto will give
notices  to,  make any  filings  with,  and use its best  efforts  to obtain any
authorizations,  consents and approvals of governments and governmental agencies
in  connection  with the  matters  referred  to in  Sections  2.1 and 2.2 above.
Without limiting the generality of the foregoing:

     a. Securities Law  Compliance.  The Company will take all actions as may be
     necessary, proper and advisable, under Federal and state securities laws in
     connect with the offering and issuance of the Common  Capital  Stock to the
     Three Strikes' shareholders in connection with the Reorganization  provided
     for under this  Agreement  and as required to complete the  transaction  as
     contemplated.

     b. Delaware Corporation Law.  The Company will obtain, as soon as
     reasonably practicable, any required consents or approvals providing for
     the acquisition of Three Strikes, all in accordance with the provisions
     of the Delaware Corporation Law.

     c. New York Corporation Law. If statutorily  obligated,  Three Strikes will
     call  a  special  meeting  of  its   shareholders  as  soon  as  reasonably
     practicable in order that its  shareholders  may consider and vote upon the


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     adoption of this Agreement and the approval of the Reorganization  with the
     resultant  sale  and  transfer  to the  Company  of all of the  issued  and
     outstanding shares of Three Strikes' common stock.

     3.4 Operations of Business.  Three Strikes will not engage in any practice,
take any action,  or enter into any  transaction  outside the ordinary course of
business.  Without limiting the generality of the foregoing,  Three Strikes will
not:

     a.  Authorize or effect any change in its charter or bylaws;

     b. Grant any options, warrants or other rights to purchase or obtain any of
     its  capital  stock or issue,  sell,  or  otherwise  dispose  of any of its
     capital stock (except upon the conversion or exercise of options, warrants,
     and other rights currently outstanding);

     c. Declare, set aside, or pay any dividend or distribution with respect
     to its capital stock (whether in cash or in kind), or redeem, repurchase
     or otherwise acquire any of its capital stock;

     d. Issue any note, bond or other debt security or create, incur, assume, or
     guarantee  any  indebtedness  for  borrowed  money  or  capitalized   lease
     obligations  outside the ordinary  course of business  except for a working
     line of credit up to $2,000,000  which Three Strikes is currently  pursuing
     with several financial institutions;

     e.  Grant any security interest on, or otherwise pledge, any of its
     assets outside the ordinary course of business except as it pertains to
     the indebtedness excepted in subsection (d) above;

     f.  Make any capital investment in, make any loan to, or acquire the
     securities or assets of any other person or entity outside the ordinary
     course of business; or

     g.  Make any change in management terms for any of its directors,
     officers and employees outside the ordinary course of business.

     3.5 Access.  The Company and Three Strikes each agree that they will permit
the others directors, officers, accountants, attorneys and other representatives
full  access,   during   reasonable   business  hours  throughout  the  term  or
applicability of this Agreement, to all premises, properties,  personnel, books,
records,  contracts  and  documents  of or  pertaining  to the  others  business
affairs,  operations,  properties  and financial  affairs as the other party may
reasonably request. All information provided shall be furnished strictly subject
to the confidentiality provision of this Agreement.

     3.6  Confidentiality.  All information  and documents  furnished by a party
pursuant  to  Section  3.5 of this  Agreement  shall be deemed  and  treated  as
proprietary in nature.  Each party (and the Three Strikes'  shareholders)  agree
that it shall hold all information received from another party pursuant to or in
connection with this Agreement in the highest and strictest confidence and shall
not  reveal  any  such  information  to any  individual  who  is not  one of its
directors,  officers, key employee, attorney or accountant, and that it will not
use  any  such  information  obtained  for any  purpose  whatsoever  other  than


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assisting  in its due  diligence  inquiry  precedent to the Closing and, if this
Agreement is terminated for any reason whatsoever, agrees to return to the other
party any all tangible  embodiments  (and all copies)  thereof  which are in its
possession.  This covenant shall survive the consummation or termination of this
Agreement.

     3.7 Publicity and Filings. All press releases,  shareholder communications,
filings with the Securities and Exchange Commission or other governmental agency
or body and other  information  and publicity  generated by the Company or Three
Strikes regarding the Reorganization and exchange contemplated in this Agreement
shall be reviewed and approved by the other party and its counsel before release
or dissemination  to the public or filing with any  governmental  agency or body
whatever.  Post-Closing  the Company and Three  Strikes  will provide each other
with  such  documents,  information,   assistance  and  cooperation  as  may  be
reasonably  required to complete on a timely fashion,  all required filings with
any state, local, federal or regulatory body or agency.

     3.8 Notice of  Developments.  Each party  hereto will give  prompt  written
notice to the other of any material adverse  development causing a breach of any
of its own  representations  and  warranties  in Sections 2.1 and 2.2 above.  No
disclosure by any party hereto pursuant to this Section 3.8,  however,  shall be
deemed to amend or supplement the disclosure  statement provided under the terms
of this  Agreement  or to  prevent  or cure any  breach of  warranty,  breach of
covenant or misrepresentation.

     3.9 Stand-Still Agreement.  Neither the Company nor Three Strikes will (and
each  Three  Strikes  Shareholder  agrees  that it will not on  behalf  of Three
Strikes ) solicit,  initiate,  or encourage  the  submission  of any proposal or
offer from any person or entity  relating to any other  transaction  pending the
closing  of the  transaction  contemplated  herein  (including  any  acquisition
structured as a merger, consolidation, or share exchange).

     3.10 Covenants of Three Strikes'  shareholders.  Each of the Three Strikes'
shareholders  covenants  and agrees  with,  and  represents  to, the  Company as
follows:

     a.  No  Registration   of  Company  Stock.   Each  of  the  Three  Strikes'
     shareholders understands that none of the Common Shares to be received from
     the Company at Closing have been  registered  under the  Securities  Act of
     1933, as amended,  or any applicable  securities laws of any state. Each of
     the Shareholders  hereby  represents and warrants that the Shares are being
     acquired by him solely for investment  and not with a view to  distribution
     or immediate resale thereof.

     b. Stock Legend. Each of the Three Strikes'  shareholders further agree and
     understand  that each  certificate  representing  such shares of the Shares
     issued  under the  Reorganization  and  exchange  provided  for under  this
     Agreement will bear the customary restrictive legend conspicuously noted on
     said certificate.

     3.11  Election of  Officers.  The Company  agrees  that Mark  Kaufman,  the
current  President of Three Strikes,  shall become President and Chairman of the
Board  of the  Company  and of  Three  Strikes  after  the  consummation  of the
Reorganization  and exchange  provided for under the terms of this Agreement and
shall be further authorized, subject to approval of Three Strikes existing Board
of  Directors,  to select the  officers and  directors of Three  Strikes and the
Company.  The Company  covenants and agrees to approve of the selections made by
Mark Kaufman and further that Mark Kaufman shall be  appointed,  effective as of


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the Closing  Date, a member of the Company's  Board of Directors  with all other
existing Board members  resigning.  This covenant shall survive the consummation
of this Agreement.

     3.12 Employment Agreement. The Company agrees that the employment agreement
between Three Strikes and Mark Kaufman shall continue in effect according to the
terms thereof. This covenant shall survive the consummation of this Agreement.

4.  CONDITIONS TO THE EXCHANGE.

     4.1  Conditions  Precedent to Exchange by Company.  The  obligation  of the
Company to consummate  the  Reorganization  contemplated  by this  Agreement are
subject to  satisfaction,  or written  waiver by the Company,  of the  following
conditions at or before the Closing Date:

         (a) Representations   and  Warranties  True.  The  representations  and
         warranties by Three Strikes and the Three Strikes'  shareholders in the
         Agreement  shall have been  correct on and as of the Closing  Date with
         the  same  force  and  effect  (except  as  expressly  provided  in the
         Agreement  or  otherwise  approved in writing by the Company) as though
         such  representations  and  warranties  had been  made on and as of the
         Closing Date.

         (b) No  Adverse  Change.  Three  Strikes  shall not have  suffered  any
         adverse change in its financial condition or business and no properties
         or assets of Three Strikes shall have suffered any destruction,  damage
         or loss, whether or not covered by insurance.

         (c)  Performance.  Three  Strikes and the Three  Strikes'  shareholders
         shall  have  performed  all of the  terms,  covenants,  agreements  and
         conditions of the Agreement on their respective parts to be performed.

         (d) Shareholder  Approval.  The Three Strikes'  shareholders shall have
         approved the terms and  conditions of the  Reorganization  resulting in
         the  issuance of the Common  Shares as provided for herein and no Three
         Strikes  shareholder  shall dissent with respect to the  Reorganization
         provided for in this Agreement.

         (e) Legal  Opinion.  If requested,  the Company shall have received the
         favorable  written  opinion  of counsel  for Three  Strikes as to those
         matters set forth an Exhibit to be attached hereto and any other matter
         which the Company  may  reasonably  requested  in  connection  with the
         Reorganization  provided  for  in  this  Agreement.  In  rendering  the
         required  opinion,  counsel may, as to any factual matter,  rely upon a
         certificate of any public official and any officer of Three Strikes who
         is cognizant of such factual information.

         (f) No Restraint. No injunction or restraining order shall be in effect
         to forbid or enjoin the consummation of this Agreement.

         (g) Approval of Documents.  All legal  matters in  connection  with the
         consummation of the  Reorganization  contemplated by this Agreement and
         all documents and instruments  delivered in connection  therewith shall
         be reasonably  satisfactory in form and in substance to counsel for the
         Company and such counsel  shall have received  authenticated  copies of
         those copies of the corporate documents and certificates as counsel for
         the Company may reasonably request in connection with this transaction.

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<PAGE>

         (h)  Officers   Certifications.   Each  Party  shall  have  received  a
         certificate  signed  by  the  President  and  Chief  Executive  Officer
         verifying the accuracy of the information provided and that the Company
         is in compliance with the terms of this Agreement.

     4.2  Conditions  to Three Strikes  Obligations.  The  obligations  of Three
Strikes and the Three Strikes'  shareholders  to consummate  the  Reorganization
contemplated  by this Agreement are subject to satisfaction or written waiver by
Three Strikes and the Three Strikes' shareholders of the following conditions at
or before the Closing Date:

     (a) Representations and Warranties True. The representations and warranties
     by the Company in the  Agreement  shall have been  correct on and as of the
     Closing Date with the same force and effect  (except as expressly  provided
     in the Agreement or otherwise  approved in writing by the  Shareholders) as
     though such  representations  and warranties had been made on and as of the
     Closing Date.

     (b) No Adverse  Change.  The Company  shall not have  suffered  any adverse
     change in its  financial  condition or business and no properties or assets
     of the Company shall have suffered any destruction, damage or loss, whether
     or not covered by insurance.

     (c)  Performance.  The Company shall have performed all of the terms,
     covenants, agreements and conditions of the Agreement on its part to be
     performed.

     (d) Legal  Opinion.  If  requested,  Three  Strikes shall have received the
     favorable  written  opinion of counsel for the Company as to those  matters
     set forth as an Exhibit and is attached  hereto and any other  matter which
     Three Strikes may reasonably  request in connection with the Reorganization
     provided for in this Agreement. In rendering the required opinion,  counsel
     may,  as to any  factual  matter,  rely upon a  certificate  of any  public
     official  and any officer of the Company who is  cognizant  of such factual
     information.

     (e)  No Restraint.  No injunction or restraining order shall be in
     effect to forbid or enjoin the consummation of this Agreement.

     (f)  Approval  of  Documents.  All legal  matters  in  connection  with the
     consummation of the  Reorganization  contemplated by this Agreement and all
     documents  and  instruments  delivered  in  connection  therewith  shall be
     reasonably  satisfactory  in form and in  substance  to  counsel  for Three
     Strikes and such counsel shall have received  authenticated copies of those
     copies of the  corporate  documents and  certificates  as counsel for Three
     Strikes may reasonably request in connection with this transaction.

     (g) Regulatory  Matters.  There shall have been no  proceeding,  completed,
     pending or threatened  by any  regulatory  body,  the effect of which would
     result in a fine to the Company or  suspension  of the  Company's  right to
     sell its stock in the public  market or the right to have its stock  listed
     on any nationally recognized exchange. The Company shall provide an opinion
     of counsel to Three  Strikes  stating that the Company is not  obligated to
     file  an  information   statement  pursuant  to  Regulation  14(c)  of  the
     Securities  Exchange  Act of 1934 under the terms  contemplated  under this
     Agreement. If the Company is unable to provide such an opinion, the parties
     hereby agree that a 14(c)  information  will be filed in a timely manner by
     the Company.

     (h)  Liabilities.  The  Company  shall have no  liabilities  at the time of
     closing  and shall have paid all sums due to its  transfer  agent up to the
     date of closing.

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<PAGE>

V.   ACTIONS AT CLOSING.

     5.1 Exchange.  Each  ___________  share of Three Strikes' common stock that
shall be outstanding on the Closing Date and held by a Three Strikes shareholder
shall be converted into _____________ fully paid and nonassessable shares of the
Company's Common Capital Stock; provided,  however, that the number of shares of
the Company's  Common Capital Stock into which shares of Three  Strikes'  common
stock are to  converted  shall be rounded  off to the  nearest  whole  number of
shares,  and no fractional  shares shall be issued.  The number of shares of the
Company's  Common  Capital  Stock that each  Three  Strikes'  shareholder  shall
receive in exchange for his or her shares of Three Strikes' common stock are set
forth as an Exhibit and attached hereto.

     5.2  Shareholders' Actions at Closing.  On the Closing Date, the
Shareholders, contemporaneously with the performance by Company of its
obligations to be performed at the Closing, shall deliver to the Company the
following:

     (a) Three Strikes Stock Certificates.  Stock certificates  representing all
     of the  outstanding  shares of Three  Strikes'  common  stock  endorsed for
     transfer,   with  all  necessary  stock  assignments  and  other  pertinent
     documents.

     (b) Certified Corporate Resolutions. Certified copy of the resolutions duly
     adopted by the Board of Directors  and the  shareholders  of Three  Strikes
     authorizing  and approving the execution and delivery of this Agreement and
     the performance of its obligations hereunder.

     (c) Opinion.  The opinion of counsel as described in Section 4.2(f) of
     this Agreement; and

     (d) Other  Documents.  Such further  certificates and documents as shall be
     reasonably  requested  by counsel for the Company to insure  compliance  by
     Three Strikes and Three Strikes'  shareholders of all  obligations  imposed
     upon them hereunder.

     5.3  Company's  Actions at  Closing.  On the  Closing  Date,  the  Company,
contemporaneously  with the  performance by Three Strikes and the Three Strikes'
shareholders of their obligations to be performed at the Closing,  shall deliver
to the Three Strikes' shareholders the following:

     (a)  Company  Common  Capital  Stock   Certificates.   Stock   certificates
     representing  an  aggregate  of  20,000,000  post split shares of Company's
     Common Capital Stock (or approximately  56,000,000  pre-split common shares
     with  rights as  provided  in section  1.3(b)) to which each Three  Strikes
     shareholder shall be entitled to receive pursuant to this Agreement, as set
     forth as an Exhibit and attached hereto,  with each certificate bearing the
     restrictive legend described in Section 1.4 above.

     (b)  Certified Corporate Resolutions.  Certified copy of the resolutions
     duly adopted by the Board of Directors of the Company authorizing and
     approving the execution and delivery of this Agreement by the Company
     and the performance of its obligations hereunder.

     (c) Opinion.  The opinion of counsel as described in Section 4.1(f) of
     this Agreement; and



                                       11
<PAGE>


     (d) Other  Documents.  Such further  certificates and documents as shall be
     reasonably  requested  by  counsel  to Three  Strikes  and  Three  Strikes'
     shareholders  to insure  compliance  by the  Company  with all  obligations
     imposed upon it hereunder.

     5.4 Stock Rights. On the Closing Date, the Three Strikes'  shareholders who
have  exchanged  their shares of Three  Strikes'  common stock for shares of the
Company's  Common  Capital Stock shall  thereupon  cease to have any rights with
respect to their Three Strikes' shares and their sole right  thereafter shall be
with  respect to the  shares of the  Company's  Common  Capital  Stock  received
hereunder.

VI.  TERMINATION.

     6.1  Termination of Agreement.  This Agreement may be terminated as
provided below:

     (a) The parties  hereto may terminate  this Agreement by mutual  consent at
     any time prior to the Closing Date;

     (b) The Company may terminate  this  Agreement by giving  written notice to
     the  Shareholders  at any time prior to the Closing Date;  (1) in the event
     Three  Strikes   and/or  its   Shareholders   have  breached  any  material
     representation,  warranty,  or covenant  contained in this Agreement in any
     material respect or as a result of any direct or indirect acts, intentional
     or unintentional acts, or acts of omission by Three Strikes  constituting a
     breach hereof,  this transaction may be unwound with all parties  concerned
     returned to their status quo. The Company  must notify  Three  Strikes,  in
     writing, of this breach, and if the breach has continued without cure for a
     period of 7 days after the notice of breach,  or (2) if the  Closing  shall
     not have  occurred  on or before  March 1, 2002 by reason of the failure of
     any condition  precedent under Section 4.1 (a-h,  inclusive) hereof (unless
     the   failure   results   primarily   from  the   Company   breaching   any
     representation, warranty, or covenant contained in this Agreement or unless
     delayed by regulatory approval beyond the control of the Parties); and

     (c) Three Strikes and the Three  Strikes'  shareholders  may terminate this
     agreement by giving  written notice to the Company at any time prior to the
     Closing  Date (1) in the  event  the  Company  has  breached  any  material
     representation,  warranty,  or covenant  contained in this Agreement in any
     material  respect,  Three Strikes and the Three Strikes'  shareholders have
     notified the Company of this breach,  and the breach has continued  without
     cure for a period of 7 days  after  the  notice  of  breach,  or (2) if the
     Closing shall not have occurred on or before March 1, 2002 by reason of the
     failure of any  condition  precedent  under  Section  4.2 (a-h,  inclusive)
     hereof (unless the failure results  primarily from the Shareholders  and/or
     Three Strikes breaching any representation, warranty, or covenant contained
     in this Agreement).

     (d) It is the  parties  intention  to  close  this  transaction  as soon as
     practicable,  however,  the Closing Date shall occur no later than March 1,
     2002, absent regulatory delays. At the Company's option, per written notice
     to the last known  addresses of Three Strikes,  should the closing not take
     place on or  before  March 1, 2002 as a result  of any  material  direct or
     indirect acts, intentional or unintentional acts, or acts of omission which
     c constitute a breach of this Agreement by Three Strikes,  the  transaction
     may be unwound with all parties concerned returned to their status quo. Any
     costs  borne by the  Company as a result of such a breach,  will be paid by
     Three Strikes except in the event of Company or its shareholders  delay the


                                       12
<PAGE>

     closing  (with or without  otherwise  breaching  this  Agreement) or in the
     event the closing is delayed due to regulatory  matters  beyond the control
     of Three Strikes. Included in such regulatory delay issues, but not limited
     thereto,  are the  requirements  of filing a 14(c)  notification  and 14(c)
     final notice which require an opinion of counsel.

     6.2 Effect of  Termination.  If any party hereto  terminates this Agreement
pursuant to Section  6.1(a)  above,  all rights and  obligations  of the parties
hereunder shall terminate  without any liability of any party to the other party
(except for any liability of any Party then in breach).  Should this transaction
be  unilaterally  terminated  without  cause by Three  Strikes,  as set forth in
Section  6.1(b),  any costs  borne by the  Company as a result,  will be paid by
Three  Strikes,  except in the event of  Company or its  shareholders  delay the
closing (with or without otherwise breaching this Agreement) or in the event the
closing  is  delayed  due to  regulatory  matters  beyond  the  control of Three
Strikes.  Included in such regulatory delay issues, but not limited thereto, are
the  requirements  of filing a 14(c)  notification  and 14(c) final notice which
require an opinion of counsel.

VII. GENERAL PROVISIONS.

     7.1 Entire  Agreement.  This  Agreement  embodies the entire  agreement and
understanding  between the parties  concerning  the  subject  matter  hereof and
supersedes  any and all prior  negotiations,  understandings  or  agreements  in
regard thereto.

     7.2  Applicable Law.  This Agreement shall be construed in accordance and
governed by the laws of the State of Delaware.

     7.3 Notices.  Unless  otherwise  changed by notice given in accordance with
this provision,  any notice or other communications required or permitted herein
shall be deemed given if delivered personally or sent by certified mail, postage
prepaid,  return  receipt  requested,  addressed  to the  other  parties  at the
addresses  set forth above or, in the case of the  Shareholders,  at the address
set forth their signature.

     7.4 Waiver. All rights and remedies under this Agreement are cumulative and
are not exclusive of any other rights and remedies  provided by law. No delay or
failure in the  exercise  of any right or remedy  arising  under this  Agreement
shall operate as a waiver of any subsequent right or remedy subsequently arising
under this Agreement.

     7.5 Survival of Provisions. All agreements, representations,  covenants and
warranties  on the part of the  parties  contained  herein or in any  instrument
executed and delivered in  connection  herewith  shall  survive  closing of this
Agreement and any investigation at any time made with respect thereto.

     7.6  Attorney's  Fees. In the event of litigation  for  enforcement  of the
terms of this Agreement or to enforce any remedy hereunder, the prevailing party
shall be  entitled  to  recover  from the  other  party  any and all  costs  and
expenses, including reasonable attorney's fees, as may be incurred.

     7.7  Binding Effect.  This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective personal
representatives, successors and assigns.

     7.8 Headings. The section headings contained in this Agreement are inserted
for  convenience   only  and  shall  not  affect  in  any  way  the  meaning  or
interpretation of this Agreement.

                                       13
<PAGE>

     7.9  Execution by Facsimile.  Facsimile execution of this Agreement by
any party is authorized and shall be binding upon all parties.

     7.10  Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be considered an original hereof.

IN WITNESS  WHEREOF,  this  Agreement  has been executed on the date first above
written.


                                             WAVE POWER NET, INC.


                                             By: _______________________
                                                 Brian Fisher, President



                                             3 Strikes (USA), Inc.

                                             By: _______________________
                                                 Mark Kaufman, President




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