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.

     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.

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 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 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 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 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
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
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.

     (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.

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

     (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 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.

     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

                     SHAREHOLDER  AGREEMENTS  AND  COVENANTS

     THE  UNDERSIGNED, each being shareholders of 3 Strikes (USA), Inc., ("Three
Strikes"), hereby represent that they own the number of shares of Three Strikes'
common  stock  as set forth beneath their respective signature below and further
covenant  and  agree  to  comply  with,  undertake to perform, and abide by, the
various  covenants,  warranties  and  undertakings as set forth in the foregoing
Agreement  and  Plan  of Reorganization dated February 14, 2002 by and between 3
Strikes  (USA),  Inc.  and  Wave  Power.Net,  Inc.  This  document  shall  be
incorporated  by reference in the Plan of Reorganization dated February 14, 2002
by  and  between  3  Strikes  (USA),  Inc.  and  Wave  Power.Net,  Inc.

EXECUTED  on  the  date  set  forth  below  the  respective  signatures.

SHAREHOLDERS:


_____________________________
Name:
Number  of  Shares:
Date:


_____________________________
Name:
Number  of  Shares:
Date:



_____________________________
Name:
Number  of  Shares:
Date:




<PAGE>

                                  EXHIBIT  A
                                 -----------

     THIS  EXHIBIT  is attached to and made a part of that certain Agreement and
Plan  of  Reorganization  dated  February  14, 2002 between and among WAVE POWER
NET,  INC.  (the  "Company")  and  3  STRIKES  (USA),  Inc.  ("Three Strikes ").

Legal  Opinion
-------------

The  legal  opinion  shall  contain  the  following:

The  Company  [Three Strikes] is a corporation duly organized, validly existing,
and  in  good  standing  under  the  laws  of  the  State  of  New  York.

The  authorized  capital  stock of the Company [Three Strikes] and the shares of
common  stock  of  the Company [Three Strikes] are as set forth in the Company's
[Three  Strikes]  representations. All outstanding shares of the Company's[Three
Strikes  ]  common  stock  are duly and validly authorized and issued, are fully
paid  and nonassessable, and have not been issued in violation of any preemptive
rights  of  stockholders,  if any. To the knowledge of such counsel, there is no
existing  option,  warrant, call, subscription, or other agreement or commitment
obligating  the  Company  [Three  Strikes]  to  issue or sell, or to purchase or
redeem,  any  shares  of  its  capital stock other than those represented by the
Company  [Three  Strikes]  to  Three  Strikes  [the  Company] in this Agreement.

     1.  To their knowledge, all consents or approvals by third parties required
in  connection  with  the execution and consummation of this Agreement have been
duly obtained and no consents or approvals by any additional third parties or by
any  governmental  agency  are  required  in  connection  therewith.

     2. To their knowledge, the execution of this Agreement and the transactions
contemplated  hereby will no result in the breach of any   term or provision of,
or  constitute  a  default under, any provision or restriction of any indenture,
agreement,  or  other instrument to which the Company [Three Strikes] is a party
or  by  which  it  is  bound,  nor  will  it conflict with the provisions of the
Articles  of  Incorporation  or  Bylaws  of  the  Company  [Three  Strikes].

     3.  All  corporate action (including the Board of Directors and approval by
the  Stockholders)  required  to authorize the transactions contemplated by this
Agreement  have  been  duly  and  properly  taken.

     4.  The Agreement have been duly authorized, executed, and delivered by the
Company  [Three Strikes] and constitutes a valid agreement, legally binding upon
the  Company  [Three  Strikes]  and  enforceable  in  accordance with its terms.

     5. The Stockholders of Three Strikes  have full right and power to transfer
and  deliver  their  shares  pursuant  to  this Agreement, free and clear of any
liens,  encumbrances,  restrictions  or  claims.

Additional  items  for  inclusion  in  opinion  provided  by  Company's counsel:

     6.  The  Company  has filed with the Securities Exchange Commission and any
applicable state securities agency all reports or other documents required of it
to  assert  and  claim  an  exemption  from  the  registration provisions of the
Securities  Act  of  1933,  as amended, and any applicable state securities laws
with  respect to the issuance to the shareholders of Three Strikes of the shares
of  the  Company's  Common  Stock.


<PAGE>



                                  EXHIBIT  B
                                 -----------


     THIS  EXHIBIT  is attached to and made a part of that certain Agreement and
Plan  of  Reorganization  dated  February  14,  2002  between  and  among  WAVE
POWER.NET.COM,,  INC.  (the  "Company")  and  3  STRIKES  (USA),  INC,  ("Three
Strikes").

Ownership  List

The  following  is  the  name  and  address  of each Three Strikes' shareholder,
together  with  the number of his shares of Three Strikes' common stock, and the
number  of  shares of the Company's Common Capital Stock which the Company shall
issue  to such shareholder in accordance with the terms of  the above referenced
Agreement  and  Plan  of  Reorganization:

Three  Strikes'  Shareholder    Shares  of  Three Strikes      Shares of Company
     Name  and  Address              Common  Stock          Common Capital Stock
--------------------------    -----------------------    --------------------