ACQUISITION AGREEMENT

     This  Agreement is entered  into by,  between and among  systems  Assurance
Corporation,  a  corporation  organized  under the laws of the State of Delaware
(hereinafter the  "Purchaser"),  Dean H. Becker,  the President of the Purchaser
entering  into this  Agreement in his personal  capacity,  and the equity owners
("the Shareholders") of Digital Commerce Inc., a Nevis corporation  (hereinafter
"the Company").

                                   WITNESSETH:

     WHEREAS, Purchaser wishes to acquire, and Shareholders are willing to sell,
all of the  outstanding  equity  ownership of the Company in exchange for common
stock of the Purchaser;

     NOW,  THEREFORE,  in  consideration  of the mutual terms and  covenants set
forth herein,  Purchaser  and  Shareholders  approve and adopt this  Acquisition
Agreement and mutually covenant and agree with each other as follows:

                                    ARTICLE I
                Shares to be Transferred and Shares to be Issued

     1.1 a. On the closing  date the  Shareholders  shall  transfer to Purchaser
certificates  representing the equity of the Company  described in Schedule "A",
attached hereto and incorporated  herein, which in the aggregate shall represent
all of the issued and  outstanding  shares of the Company (the  "Shares").  Such
certificates  shall  be  duly  endorsed  to the  Purchaser  by  Shareholders  or
accompanied by duly executed  certificate  powers  transferring to the Purchaser
with signatures  guaranteed.  Alternatively,  the  Shareholders may assign their
rights to the Shares if the Shares have not been  physically  issued in the form
of certificates.

     b. In exchange  for the  transfer of the equity of the Company  pursuant to
sub-section   101a.   hereof,   Purchaser   shall  on  the   closing   date  and
contemporaneously  with such  transfer of the equity of the Company to it by the
Shareholders,  or rights  thereto,  issue and deliver to the  Shareholders:  (i)
5,000,000 of Common  shares of the  Purchaser in  accordance  with  Schedule "B"
hereof;  and (ii)  500,000  convertible  Preference  shares in  accordance  with
Schedule "C" hereof.

     1.2 The parties intend that this  acquisition  and exchange of equity is to
be an  exchange/transaction  pursuant to Section  368(a)(1)(b)  of the  Internal
Revenue Code of the United States.

                                   ARTICLE II
                 Representations and Warranties of Shareholders

     2.1 Ownership of Equity.

     Shareholders  are the record owners and holders of the number of fully paid
and  non-assessable  Shares of the Company listed in Schedule "A" hereto,  as of
the date hereof and will  continue  to own such Shares of the Company  until the
delivery thereof to the Purchaser on the closing date and all such Shares are or
will be on the  closing  date owned  free and clear of all liens,  encumbrances,
charges and  assessments  of every  nature and subject to no  restrictions  with
respect to transferability.  The Shareholders will have full power and authority
to assign and transfer their Shares of the Company in accordance  with the terms
hereof.

                                   ARTICLE III
       Representations and Warranties of the Company and its Shareholders

     3.1 Capitalization.

     Except for this  Agreement,  there are no outstanding  options,  contracts,
calls,  commitments,  agreements  or demands of any  character  relating  to the
Shares of the Company owned by its Shareholders.

     3.2 Organization and Authority.

     a. The Company currently is a corporation duly organized,  validly existing
and in good standing  under the laws of the Island of Nevis,  with all requisite
corporate  power and authority to own,  operate and lease its  properties and to
carry on its  business as now being  conducted,  is duly  qualified  and in good
standing in every  jurisdiction in which the property owned,  leased or operated
by it, or the nature of the business  conducted by it, makes such  qualification
necessary to avoid material  liability or material  interference in its business
operations,  and is not subject to any  agreement,  commitment or  understanding
which restricts or may restrict the conduct of its business in any  jurisdiction
or location.

     b. The  outstanding  Shares of the Company are legally and validly  issued,
fully paid and non-assessable.

     c. The Company does not own five  percent  (5%) or more of the  outstanding
stock of any corporation except as set out in the disclosure statement completed
by  the  Company  and  attached  as  Schedule  "D"  (the   "Company   Disclosure
Statement.").

     d. The minute book of the Company  made  available  to  Purchaser  contains
complete and accurate records of all meetings and other corporate actions of the
Shareholders and the directors (and any committee thereof) of the Company.

     e. The  Company  Disclosure  Statement  contains  a list of the  directors,
officers,  and  Shareholders  of  Company  and  copies  of the  Certificates  of
Incorporation and Bylaws currently in effect of the Company.

     f.  The  execution  and  delivery  of  this  Agreement  does  not,  and the
consummation of the  transaction  contemplated  hereby will not,  subject to the
approval and adoption by the Shareholders of the Company,  violate any provision
of the  certificate/articles  of incorporation or bylaws of the Company,  or any
provisions  thereof,  or result in the acceleration of any obligation under, any
mortgage,  lien, lease, agreement,  instrument,  court order, arbitration award,
judgment or decree to which the Company is a party, or by which it is bound, and
will not violate any other  restriction  of any kind or character to which it is
subject.

     g. The  authorized  capital of the Company is ten (10) shares of stock,  of
which ten (10) share shall be outstanding at the time of the acquisition.

     3.3 Financials.

     a. Financial statements (hereafter  "financial  statements") of the Company
will be  delivered  by  Company  to the  Purchaser  within  thirty  days of this
Agreement.  Said  financial  statements  are true and  correct  in all  material
respects  and present an  accurate  and  complete  disclosure  of the  financial
condition of the Company as of its date and for the periods covered.

     b. All accounts receivable, if any, (net of reserves for doubtful accounts)
of the  Company  shown on the  books of  account  on the  statement  date and as
incurred in the normal course of business  since that date,  are  collectible in
the normal course of business.

     c. The Company has good and marketable title to all of its assets, business
and properties including,  without limitation,  all such properties reflected in
the balance sheet as of the  statement  date except as disposed of in the normal
course of business, free and clear of any mortgage,  lien, pledge, charge, claim
or  encumbrance,  except as shown on said balance sheet as of the statement date
and, in the case of real properties except for rights-of-way and easements which
do not adversely affect the use of such property.

     d. All currently  used  property and assets of the Company,  or in which it
has an interest, or which it has in possession,  are in good operating condition
and repair subject only to ordinary wear and tear.

     3.4 Changes Since the Statement Date.  Since the financial  statement date,
except as disclosed  in the Company  disclosure  Statement,  there will not have
been any material  negative  change in the  financial  position or assets of the
Company.

     3.5 Liabilities.  There are no material liabilities of the Company, whether
accrued,  absolute,  contingent  or  otherwise,  which  arose or  relate  to any
transaction  of the  Company,  its  agents or  servants  occurring  prior to the
statement  date,  which are not  disclosed  by or  reflected  in said  financial
statements,  except as disclosed in the Company Disclosure Statement.  There are
no  such  liabilities  of  the  Company  which  have  arisen  or  relate  to any
transaction  of the  Company,  its  agents  or  servants,  occurring  since  the
statement date, other than normal liabilities  incurred in the normal conduct of
the business of the Company, and none of which have a material adverse effect on
the business or financial  condition of the Company,  except as disclosed in the
Company  Disclosure  Statement.  As of the  date  hereof,  there  are  no  known
circumstances,  conditions,  happenings, events or arrangements,  contractual or
otherwise,  which may hereafter give rise to  liabilities,  except in the normal
course of business of the Company, except as disclosed in the Company Disclosure
Statement.

     3.6 Taxes. All federal,  provincial,  county and local income,  ad valorem,
excise, profits, franchise,  occupation, property, sales, use gross receipts and
other  taxes  (including  any  interest  or  penalties   relating  thereto)  and
assessments  which are due and payable have been duly  reported,  fully paid and
discharged as reported by the Company,  and there are no unpaid taxes which are,
or could become a lien on the  properties  and assets of the Company,  except as
provided for in the financial statements of their date, or have been incurred in
the normal course of business of the Company since that date. All tax returns of
any kind required to be filed have been filed and the taxes paid or accrued.

     3.7 Accuracy of All Statements Made by The Company.  No  representation  or
warranty by the Company and  Shareholders in this Agreement,  nor any statement,
certificate,  schedule or exhibit  hereto  furnished or to be furnished by or on
behalf of the  Shareholders  pursuant  to this  Agreement,  nor any  document or
certificate  delivered to Purchaser  pursuant to this Agreement or in connection
with actions contemplated hereby, contains or shall contain any untrue statement
of material  fact or omits or shall omit a material  fact  necessary to make the
statement contained therein not misleading.

                                   ARTICLE IV
                   Representations and Warranties of Purchaser

     The  Purchaser  and  Dean  H.  Becker,  acting  in his  personal  capacity,
represent and warrant as follows:

     4.1 Organization and Authority.

     The Purchaser is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware,  with full power and authority
to enter into and perform the transactions  contemplated by this Agreement,  and
with all requisite  corporate power and authority to own,  operate and lease its
properties  and to  carry  on its  business  as now  being  conducted,  is  duly
qualified  and in good  standing  in every  jurisdiction  in which the  property
owned,  leased or operated by it, or the nature of the business conducted by it,
makes such  qualification  necessary  to avoid  material  liability  or material
interference  in its business  operations,  and is not subject to any agreement,
commitment or  understanding  which restricts or may restrict the conduct of its
business in any jurisdiction or location.

     a. The Purchaser is currently not operating any business.

     b. The Purchaser does not own five percent (5%) or more of the  outstanding
stock of any corporation.

     c. The minute  book of the  Purchaser  made  available  to the  Company and
Shareholders  contains  complete and accurate  records of all meetings and other
corporate  actions  of the  shareholders  and the  Board of  Directors  (and any
committee thereof) of the Purchaser.

     d. The  disclosure  statement  prepared by the  Purchaser  and  attached as
Schedule "E" (the  "Purchaser's  Disclosure  Statement")  contains a list of the
officers, directors and shareholders of the Purchaser and copies of the articles
of incorporation and by-laws currently in effect of the Purchaser.

     e.  The  execution  and  delivery  of  this  Agreement  does  not,  and the
consummation  of the  transaction  contemplated  hereby  will not,  violate  any
provision  of  the  certificate/articles  of  incorporation  or  bylaws  of  the
Purchaser,  or result in a default or the acceleration of any obligation  under,
any mortgage,  lien,  lease,  agreement,  instrument,  court order,  arbitration
award,  judgment or decree to which the Purchaser is a party,  or by which it is
bound,  and will not violate any other  restriction  of any kind or character to
which it is subject.

     f. The  authorized  capital stock of the Purchaser  consists of: (i) thirty
million (30,000,000) Common shares, each with a par value of $.001, of which ***
(***) shares of such stock will be issued and outstanding at the time of closing
(exclusive  of the  shares  issued  pursuant  to the  acquisition  as set out in
Schedule "B"); and (ii) *** (***)  Preferred  shares,  $.001 par value, of which
500,000  (five  hundred  thousand)  shares of class A stock  will be issued  and
outstanding at the time of closing  (inclusive of the shares issued  pursuant to
the acquisition as set out in Schedule "C"). As at the time of closing, all such
issued  share  capital  will have been duly and validly  allotted and issued and
will be  outstanding as fully paid and  non-assessable  shares in the capital of
the Purchaser.  Except for this Agreement, no options,  warrants or other rights
to purchase shares or other  securities of the Purchaser have been authorized or
agreed to be issued or are outstanding.

     g.  There  is  no  suit,  action,  litigation,  arbitration  proceeding  or
governmental  proceeding,  including  appeals and  applications  for review,  in
progress,  pending  or  threatened  against  or  relating  to or  affecting  the
Purchaser or affecting its business which might  materially and adversely affect
the  properties,  business,  future  prospects  or  financial  condition  of the
Purchaser,  and there is not  presently  outstanding  against the  Purchaser any
judgment,  decree,  injunction,   rule  or  order  of  any  court,  governmental
department, commission, agency, instrumentality or arbitrator.

     h. Except to the extent reflected in or reserved against in the Purchaser's
financial  statements  attached to the Purchaser's  Disclosure  Statement,  such
financial statements  comprising (i) financial statements dated October 31, 1998
and  audited by  certified  public  accountants,  and (ii)  unaudited  financial
statements  for the period  beginning  November 1, 1998 and ending  February 29,
1999  and  examined  and  certified  by  certified   public   accountants   (the
"Purchaser's  Financial  Statements"),  the  Purchaser  is not  liable  for  any
federal,  state,  provincial or municipal or local taxes,  assessments  or other
imposts in respect of its income, business or property or for the payment of any
tax  installment  due in respect of its  current  taxation  year and,  except as
aforesaid, no such taxes,  assessments,  imposts or penalties are required to be
reserved  against.  The  Purchaser  is not,  except in  respect  of the  current
taxation  year,  required  to file or in default  in filing  any tax  returns or
reports,  including,  without limitation, any returns or reports covering any of
the aforementioned taxes. Federal income tax assessments have been issued to the
Purchaser  covering all past periods  through the fiscal year ended  October 31,
1998 (and such assessments,  if any amounts were owing in respect thereof,  have
been paid) and only the fiscal  years  subsequent  to such year  remain open for
reassessment of additional taxes.

     i. Except as set out in the Purchaser's Disclosure Statement, the Purchaser
is not a party to or bound by any presently existing oral or written contract or
commitment  which  obligates the Purchaser to make  expenditures  or exposes the
Purchaser to  liabilities  in excess of $10,000 or which imposes  obligations on
the Purchaser  for a period of 30 days or more,  including  without  limitation,
liens,  charges or encumbrances,  or equipment or other personal property leases
and  agreements.   The  contracts  and  agreements  listed  in  the  Purchaser's
Disclosure  Statement are all in full force and effect unamended and no material
default  exists in respect  thereof on the part of any of the  parties  thereto.
Such contracts and  agreements  include all the presently  outstanding  material
contracts  entered  into by the  Purchaser  in the  course  of  carrying  on its
business and all  quotations,  orders or tenders for such contracts which remain
open for  acceptance.  The Purchaser  has the capacity,  including the necessary
personnel, equipment and supplies, to perform all its obligations thereunder.

     j. There are no  written  contracts  of  employment  entered  into with any
employees employed by the Purchaser.

     k. The  Purchaser  has not given or  agreed to give,  and is not a party or
bound by, any guarantee of indebtedness or other obligations of third parties.

     l. Liabilities. There are no material liabilities of the Purchaser, whether
accrued,  absolute,  contingent  or  otherwise,  which  arose or  relate  to any
transaction  of the  Purchaser,  its agents or servants  occurring  prior to the
Purchaser  Financial  Statement date, which are not disclosed by or reflected in
said  financial  statements,  except as disclosed in the  Purchaser"  Disclosure
Statement.  There are no such  liabilities of the Purchaser which have arisen or
relate to any  transaction of the Purchaser,  its agents or servants,  occurring
since the last date covered by the Purchaser" Financial  Statements,  other than
normal  liabilities  incurred  in the  normal  conduct  of the  business  of the
Purchaser,  and none of which have a material  adverse effect on the business or
financial  condition of the  Purchaser,  except as disclosed in the  Purchaser's
Disclosure  Statement.  As of the date hereof, there are no known circumstances,
conditions, happenings, events or arrangements,  contractual or otherwise, which
may hereafter give rise to liabilities,  except in the normal course of business
of the Purchaser, except as disclosed in the Purchaser's Disclosure Statement.

     4.02  Performance of This Agreement.  The execution and performance of this
Agreement  and the  issuance  of stock  contemplated  hereby  have been duly and
properly authorized by the board of directors of Purchaser.

     4.03 Financials.

     a. True copies of the  Purchaser's  Financial  Statements  as  described in
subsection  4.01(h) are attached to the Purchaser's  Disclosure  Statement.  The
Purchaser's  Financial  Statements are true and correct in all material respects
and present an accurate and complete  disclosure of the financial  condition and
earnings of the Purchaser for the periods covered,  in accordance with generally
accepted accounting principles applied on a consistent basis.

     b. All accounts receivable, if any, (net of reserves for doubtful accounts)
of the Purchaser shown on the Purchaser's Financial Statements,  and as incurred
in the normal course of business since that date, are  collectible in the normal
course of business.

     c.  The  Purchaser  has  good and  marketable  title to all of its  assets,
business and  properties  including,  without  limitation,  all such  properties
reflected in the Purchaser's Financial Statements,  except as disposed of in the
normal course of business, free and clear of any mortgage, lien, pledge, charge,
claim or encumbrance,  except as shown in the Purchaser's  Financial Statements,
and, in the case of real  properties,  except for  rights-of-way  and  easements
which do not adversely affect the use of such property.

     4.04 Absence of Change.  Since the latest date  covered by the  Purchaser's
Financial Statements there has not been:

     a. any change in the condition or  operations  of the  business,  assets or
financial  condition  of the  Purchaser  other than  changes in the ordinary and
normal course of business, none of which has been materially adverse; or

     b.  any  damage,  destruction  or loss,  labour  trouble  or  other  event,
development or condition of any character  (whether or not covered by insurance)
materially and adversely  affecting the business,  assets,  properties or future
prospects of the Purchaser.

     4.05 Absence of Unusual Transactions.  Since the latest date covered by the
Purchaser's Financial Statements the Purchaser has not:

     a. transferred,  assigned,  sold or otherwise disposed of any of the assets
shown in the  Purchaser's  Disclosure  Statement  and except  unsecured  current
obligations  and  liabilities  incurred  in the  ordinary  and normal  course of
business;

     b. incurred or assumed any obligation or liability  (fixed or  contingent),
except those listed in the Purchaser's Disclosure Statement and except unsecured
current  obligations and liabilities  incurred in the ordinary and normal course
of business;

     c. issued or sold any shares in its capital stock or any  warrants,  bonds,
debentures or other corporate securities of the Purchaser or issued,  granted or
delivered any right,  option or other commitment for the issuance of any such or
other securities (other than as contained in this Agreement);

     d. discharged or satisfied any lien or encumbrance,  or paid any obligation
or liability (fixed or contingent)  other than current  liabilities  included in
the Purchaser's  Financial  Statements,  current liabilities  incurred since the
date  thereof in the  ordinary  and normal  course of business  and  liabilities
required to be satisfied hereunder prior to the Closing Time;

     e.  declared or made any payment of any dividend or other  distribution  in
respect of its capital or  purchased  or redeemed  any of the shares  thereof or
split;  consolidated or reclassified  any such shares in its capital,  except as
set out in the Purchaser's Disclosure Statement;

     f. suffered an operating loss or any material extraordinary loss, or waived
any rights of  substantial  value,  or entered into any material  commitment  or
transaction not in the ordinary and usual course of business;

     g. amended or changed or taken any action to amend or change its charter or
by-laws, except as set out in the Purchaser's Disclosure Statement;

     h. made any general wage or salary  increases in respect of personnel which
it employs;

     i. mortgaged, pledged, subjected to lien, granted a security interest in or
otherwise  encumbered  any  of its  assets  or  property,  whether  tangible  or
intangible; or

     j.  authorized or agreed or otherwise  have been committed to do any of the
foregoing.

     4.06 Accuracy of All Statements  Made by Purchaser.  No  representation  or
warranty by the Purchaser in this  Agreement,  nor any  statement,  certificate,
schedule  or  exhibit  hereto  furnished  or to be  furnished  by the  Purchaser
pursuant to this  Agreement,  nor any document or  certificate  delivered to the
Company or the  Shareholders  pursuant to this  Agreement or in connection  with
actions contemplated  hereby,  contains or shall contain any untrue statement of
material  fact or omits or shall  omit a  material  fact  necessary  to make the
statement  contained  therein not  misleading to a prospective  purchaser of the
shares of the  Purchaser  seeking full  information  as to the Purchaser and its
properties, business and affairs.

     4.07 No Covenant as to Tax  Consequences.  It is expressly  understood  and
agreed that neither  Purchaser  nor its officers or agents has made any warranty
or  agreement,  expressed  or  implied,  as  to  the  tax  consequences  of  the
transactions  contemplated  by this  Agreement  or the tax  consequences  of any
action pursuant to or growing out of this Agreement.

     4.08  Securities  Matters.  The  Purchaser  is not  aware of any  formal or
informal investigation of the Purchaser or its securities by any governmental or
non-governmental regulatory agency.

                                    ARTICLE V
                              Additional Covenants

     5.01 Access to  Information.  The Purchaser and the Company shall have full
access during normal business hours to all properties, books, records, contracts
and documents of each other,  and shall furnish or cause to be furnished to each
other all information with respect to their  respective  affairs and business as
the other may reasonably request.

     5.02 Actions  Prior to Closing.  From and after the date of this  Agreement
and until the closing date,  the Purchaser and the Company shall not  materially
alter  their  respective  business  or affairs  except as  contemplated  by this
Agreement.

     5.03  Limitation  of  Subsequent   Corporation  Actions.  It  is  expressly
understood and agreed that the Company, the Shareholders,  and their affiliates,
will use their best efforts to ensure that for a period of eighteen months:

     a. There shall be no reverse split of the Company's common stock;

     b. that the assets of the  Company  shall  remain in the Company as part of
its business operations;

     c. that the Company will not issue shares for any  consideration  less than
$2 per share.

                                   ARTICLE VI
                 Conditions Precedent to Purchaser's Obligations

     Each and every  obligation of Purchaser to be performed on the closing date
shall  be  subject  to the  satisfaction  of  the  Purchaser  of  the  following
conditions  (each  of  which  is  hereby  acknowledged  to be  inserted  for the
exclusive benefit of the Purchaser and may be waived by it in whole or in part):

     6.01 Truth of  Representations  and  Warranties.  The  representations  and
warranties  made by the Company and  Shareholders  in this Agreement or given on
its behalf hereunder shall be substantially accurate in all material respects on
and as of the closing  date with the same effect as though such  representations
and warranties had been made or given on and as of the closing date.

     6.02  compliance  with  Covenants.  Shareholders  shall have  performed and
complied with all obligations  under this Agreement which are to be performed or
complied with by them prior to or on the closing date, including the delivery of
the closing documents specified hereafter.

     6.03 Absence of Suit. No action,  suit or  proceedings  before any court or
any governmental or regulatory authority shall have been commenced or threatened
and, no  investigation  by any  governmental or regulatory  authority shall have
been commenced, against the Shareholders,  the Company or any of the affiliates,
associates,  officers or directors of any of them, seeking to restrain,  prevent
or change the transactions  contemplated  hereby, or questioning the validity or
legality of any such transactions,  or seeking damages in connection with any of
such transactions.

     6.04 Receipt of Approvals, Etc. All approvals, consents and/or waivers that
are  necessary to effect the  transactions  contemplated  hereby shall have been
received.

     6.05 No Material  Adverse  Change.  As of the closing  date there shall not
have occurred any material adverse change which  materially  impairs the ability
of the Company to conduct its business or the earning  power thereof on the same
basis as in the past.

     6.06.  Accuracy of Financial  Statement.  Purchaser and its representatives
shall be  satisfied  as to the  accuracy of all balance  sheets,  statements  of
income and other financial statements of the Company furnished to Purchaser.

     6.07   Proceedings  and   Instruments   Satisfactory:   Certificates.   All
proceedings,  corporate  or  otherwise,  to be  taken  in  connection  with  the
transactions  contemplated  by  this  Agreement  shall  have  occurred  and  all
appropriate  documents incident thereto as Purchaser may request shall have been
delivered to Purchaser.  The Company and the  Shareholders  shall have delivered
certificates  in such detail as Purchaser may request as to compliance  with the
conditions set forth in this Article.

                                   ARTICLE VII
       Conditions Precedent to Obligations of the Company and Shareholders

     Each and every  obligation of the Company and  Shareholders to be performed
on the closing date shall be subject to the  satisfaction  prior  thereto of the
following  conditions  (each of which is hereby  acknowledged to be inserted for
the  exclusive  benefit of the  Purchaser and may be waived by it in whole or in
part):

     7.01 Truth of  Representations  and  Warranties.  The  representations  and
warranties or Purchaser and Dean H. Becker, contained in this Agreement shall be
true at and as of the closing date as though such representations and warranties
were made at and as of the transfer date.

     7.02 Purchaser's Compliance with Covenants.  Purchaser shall have performed
and complied with its obligations under this Agreement which are to be performed
or complied with by it prior to or on the closing date.

     7.03 Absence of Suit. No action,  suit or  proceedings  before any court or
any governmental or regulatory authority shall have been commenced or threatened
and, no  investigation  by any  governmental or regulatory  authority shall have
been commenced against Purchaser, or any of the affiliates, associates, officers
or  directors  of the  Purchaser  seeking  to  restrain,  prevent  or change the
transactions contemplated hereby, or questioning the validity or legality of any
such   transactions,   or  seeking  damages  in  connection  with  any  of  such
transactions.

     7.04 Receipt of Approvals, Etc. All approvals, consents and/or waivers that
are  necessary to effect the  transactions  contemplated  hereby shall have been
received.

     7.05 No Material  Adverse  Change.  As of the closing  date there shall not
have occurred any material adverse change which  materially  impairs the ability
of the  Purchaser  to conduct its business or the earning  power  thereof on the
same basis as in the past.

     7.06  Accuracy of Financial  Statements.  The Company and the  Shareholders
shall be  satisfied  as to the  accuracy of all balance  sheets,  statements  of
income and other financial  statements of the Purchaser furnished to the Company
herewith.

     7.07   Proceedings  and   Instruments   Satisfactory;   Certificates.   All
proceedings,  corporate  or  otherwise,  to be  taken  in  connection  with  the
transactions  contemplated  by  this  Agreement  shall  have  occurred  and  all
appropriate  documents  incident  thereto as Company may request shall have been
delivered to the Company.  The Purchaser  shall have delivered  certificates  in
such detail as the Shareholders may request as to compliance with the conditions
set forth in this Article.

     7.08  Settlement of Claims.  The Purchaser shall deliver to the Company and
the Shareholders,  and the Company and the Shareholders shall be satisfied with,
the following:

     a.  Documentation  evidencing  the  settlement and release of the Bureau of
Land Management claim identified in the Purchaser's Financial Statements;

     b.  Documentation  evidencing  the settlement and release of the directors'
fees claim identified in the Purchaser's Financial Statements;

     c. Documentation evidencing the Purchaser's discharge from bankruptcy.

     7.09 Legal Opinion. The Company and the Shareholders shall have received an
opinion dated the date of Closing,  in form and substance  satisfactory to them,
acting  reasonably,  from  counsel  for the  Purchaser,  confirming  the matters
warranted in the first  paragraph of Section 4.01 and the following  subsections
of Section  4.01:(c),  (d),  (e),  and (f),  and in Section 4.02 hereof and such
other matters as the Vendor may reasonably  request,  provided that,  insofar as
the  opinions  expressed  with  respect to such  matters are based on matters of
fact,  such  opinions may be based upon  certificates  of public  officials  and
officers of the Purchaser and such other evidence as such counsel may reasonably
deem appropriate and, as to matters involving the laws of jurisdictions in which
such  counsel is not  qualified  to practice,  on opinions of  recognized  local
counsel in such jurisdictions.

                                  ARTICLE VIII
                                 Indemnification

     8.01 The Company shall indemnify  Purchaser for any loss, cost,  expense or
other damage suffered by Purchaser  resulting from,  arising out of, or incurred
with  respect to the  falsity or the breach of any  representation,  warranty or
covenant made by the Company herein,  and any claims arising from the operations
of the Company prior to the closing date. Purchaser shall indemnify and hold the
Company and Shareholders  harmless from and against any loss,  cost,  expense or
other damage  (including,  without  limitation,  attorneys'  fees and  expenses)
resulting  from,  arising  out of, or  incurred  with  respect to, or alleged to
result from,  arise out of or have been incurred with respect to, the falsity or
the  breach of any  representation,  covenant,  warranty  or  agreement  made by
Purchaser  herein and any claims  arising from the  operations  of the Purchaser
prior to the closing date.

                                   ARTICLE IX
                             Security Act Provisions

     9.01  Restrictions  on  Disposition  of Shares.  Shareholders  covenant and
warrant  that the shares  received  are  acquired for their own accounts and not
with the present view towards the  distribution  thereof and will not dispose of
such shares except (i) pursuant to an effective registration statement under the
Securities Act of 1933, as amended,  or (ii) in any other transaction  which, in
the opinion of counsel,  acceptable  to Purchaser,  is exempt from  registration
under the  Securities Act of 1933, as amended,  or the rules and  regulations of
the Securities and Exchange  Commission  thereunder.  In order to effectuate the
covenants of this  sub-section,  an appropriate  endorsement will be placed upon
each of the  certificates  of stock of the Purchaser at the time of distribution
of such shares pursuant to this Agreement,  and stop transfer instructions shall
be placed with the transfer agent for the securities.

     9.02 Notice of Limitation Upon Disposition.  Each Shareholder is aware that
the shares distributed  pursuant to this Agreement will not have been registered
pursuant to the  Securities  Act of 1933,  as  amended;  and,  therefore,  under
current interpretations and applicable rules, the shareholder will probably have
to retain such shares for a period of at least one year and at the expiration of
such one year period sales may b confined to brokerage  transactions  of limited
amounts requiring certain  notification filings with the Securities and Exchange
Commission  and such  disposition  may be  available  only if the  Purchaser  is
current in its filings with the  Securities  and Exchange  Commission  under the
Securities Act of 1933, as amended, or other public disclosure requirements, and
the  other  limitations  imposed  thereby  on the  disposition  of shares of the
Purchaser.   Additionally,   "affiliates"  owning  shares  will  be  subject  to
additional restrictions limiting sales.

     9.03 Limited Public Market for Common Shares. Each Shareholder acknowledges
that the common shares being issued  pursuant to this agreement  currently has a
limited  public  market in which the  shares may be  liquidated  and there is no
assurance that such public market will grow or develop.

                                    ARTICLE X
                                     Closing

     10.01 Time. The closing of this transaction  ("closing") shall be effective
June 15, 1999, or such other date as the parties may agree in writing. Such date
is referred to in this agreement as the "closing date." Provided,  however, that
additional  documents  necessary to complete the transaction may be executed and
provided subsequent to the closing date.

     10.02   Documents  to  be  Delivered  by   Shareholders.   At  the  closing
Shareholders shall deliver to Purchaser the following documents:

     a.  Certificates  or assignments for all Shares of ownership of the Company
in the manner and form required by sub-section 1.01 hereof.

     b.  A  certificate  signed  by  the  directors  of  the  Company  that  the
representations  and  warranties  made by the Company in this Agreement are true
and  correct on and as of the  closing  date with the same effect as though such
representations  and  warranties  had  been  mad eon or  given  on and as of the
closing date and that Shareholders have performed and complied with all of their
obligations  under this Agreement  which are to be performed or complied with by
or prior to or on the closing date.

     c. A copy of the Bylaws of the Company  certified  by its  secretary  and a
copy of the Articles of Incorporation of the Company certified by the applicable
governmental authority.

     d. Certificates or letters from Shareholders  evidencing the receipt of the
Common and Preference Shares of the Purchaser in accordance section 1.01 of this
Agreement and their understanding of the restrictions thereunder.

     e. Such other  documents of transfer,  certificates  of authority and other
documents as Purchaser may reasonably request.

     10.03  Documents  to be Delivered by  Purchaser.  At the closing  Purchaser
shall deliver to Shareholders the following documents;

     a.  Certificates  for the  number  of  shares  of  stock  of  Purchaser  as
determined in Article 1 hereof.

     b. A  certified  copy of the  duly  adopted  resolutions  of the  Board  of
Directors of Purchaser authorizing or ratifying the execution and performance of
this  Agreement  and  authorizing  or  ratifying  the acts of its  officers  and
employees in carrying out the terms and provisions hereof..

     c. A copy of the Bylaws of the Purchaser certified by its current secretary
and a copy of the Articles of  Incorporation  of the Purchaser  certified by the
applicable governmental authority.

     d. A  certificate  signed by the  current  directors  and  officers  of the
Purchaser that the representations and warranties made by the Purchaser and Dean
H. Becker in this  Agreement  are true and correct on and as of the closing date
with the same effect as though such representations and warranties had been made
on or given on and as of the closing date and that the  Purchaser  has performed
and complied with all of its  obligations  under this Agreement  which are to be
performed or complied with by or prior to or on the closing date.

     e. The opinion from counsel for the Purchaser referred to in Section 7.09.

     f. Documents  evidencing the resignations of the Purchaser's  current board
of directors and the  appointment of the  Shareholders  as the only directors of
the Purchaser as at the closing date.

     g. Such other  documents of issuance,  certificates  of authority and other
documents as the Shareholders may reasonably request.

                                   ARTICLE XI
                           Termination and Abandonment

     11.01 This Agreement may be terminated and the transaction  provided for by
this Agreement may be abandoned without liability on the part of any part to any
other, at any time before the closing date:

     a. By mutual consent of Purchaser, the Company and the Shareholders;

     b. By Purchaser if any of the conditions  provided for in Article 6 of this
Agreement have not been met and have not been waived in writing by Purchaser.

     c. By the  Company if any of the  conditions  provided  for in Article 7 of
this  Agreement  have not been met and have not been  waived in  writing  by the
Company.

     In the event of termination  and abandonment by any party as above provided
in this Article, written notice shall forthwith be given to the other party, and
each  party  shall  pay  its  own  expenses  incident  to  preparation  for  the
consummation of this Agreement and the transactions contemplated hereunder.

                                   ARTICLE XII
                                  Miscellaneous

     12.01  Notices.  All notices,  requests,  demands and other  communications
hereunder  shall be  deemed to have been duly  given,  if  delivered  by hand or
mailed, certified or registered mail with postage prepaid:

     a. If to The Company,  Inc.,  or its  Shareholders,  to Michael Kang at 815
Homby  Street,  Suite 404,  Vancouver,  BC V6Z 2E6, or to such other  person and
place as the Company and its Shareholders shall furnish to Purchaser in writing.

     b. If to  Purchaser,  to Nathan W. Drage at 6975 South  Union Park  Center,
Suite 600,  Salt Lake City,  Utah  84047,  or to such other  person and place as
Purchaser shall furnish to Company in writing.

     12.02 Announcements. Announcements concerning the transactions provided for
in this  Agreement  by either the Company or  Purchaser  shall be subject to the
approval of the other in all essential respects, except that the approval of the
Company shall not be required as to any statements and other  information  which
Purchaser may submit to its shareholders.

     12.03  Default.  Should any party to this  Agreement  default in any of the
covenants,  conditions, or promises contained herein, the defaulting party shall
pay all costs and expenses,  including a reasonable  attorney's  fee,  which may
arise or accrue  from  enforcing  this  Agreement,  or in  pursuing  any  remedy
provided  hereunder  or by the statutes of the State of Utah,  United  States or
America.

     12.04 Assignment. This Agreement may not be assigned in whole or in part by
the  parties  hereto  without  the prior  written  consent of the other party or
parties, which consent shall not be unreasonably withheld.

     12.05  Successors  and Assigns.  This  Agreement  shall be binding upon and
shall inure to the benefit of the parties hereto, their successors and assigns.

     12.06 Holidays. If any obligation or act required to be performed hereunder
shall  fall due on a  Saturday,  Sunday or other  day  which is a legal  holiday
established by the State of Utah, such obligation or act may be performed on the
next  succeeding  business day with the same effect as if it had been  performed
upon the day appointed.

     12.07 Computation of Time. The time in which any obligation or act provided
by this  Agreement is to be performed is computed by excluding the first day and
including  the last,  unless the last day is a holiday,  in which event such day
shall also be excluded.

     12.08  Governing  Law and Venue.  This  Agreement  shall be governed by and
interpreted pursuant to the laws of the State of Utah. Any action to enforce the
provisions  of  this  Agreement  shall  be  brought  in  a  court  of  competent
jurisdiction within the State of Utah and in no other place.

     12.09 Partial Invalidity. If any term, covenant,  condition or provision of
this Agreement or the application thereof to any person or circumstance shall to
any extent be invalid or  unenforceable,  the  remainder  of this  Agreement  or
application  of such term of  provision to persons or  circumstances  other than
those  as to  which  it is held to be  invalid  or  unenforceable  shall  not be
affected  thereby  and each  term,  covenant,  condition  or  provision  of this
Agreement  shall be  valid  and  shall  be  enforceable  to the  fullest  extent
permitted by law.

     12.10 No Other Agreements.  This Agreement constitutes the entire Agreement
between the parties and there are and will be no oral representations which will
be binding upon any of the parties hereto.

     12.11  Rights are  Cumulative.  The rights and remedies  granted  hereunder
shall be in addition to and cumulative of any other rights or remedies  provided
under the laws of the State of Utah.

     12.12  Waiver.  No delay or failure in the  exercise  of any power or right
shall operate as a waiver thereof or as an acquiescence in default. No single or
partial  exercise of any power or right  hereunder  shall  preclude any other or
further exercise thereof or the exercise of any other power or right.

     12.13 Survival. All representations,  warranties,  covenants and agreements
herein  contained on the part of each of the parties  hereto  shall  survive the
closing date, the execution and delivery hereunder of share or security transfer
instruments  or other  documents  of title and the payment of the  consideration
therefor, provided that such representations and warranties, except with respect
to tax matters (which shall continue without limitation), shall only survive for
a period of five  years from the  closing  date after  which  time,  if no claim
shall,  prior  to the  expiry  of the  said  five-year-period,  have  been  made
hereunder  against a party hereto with respect to any incorrectness in or breach
of any  representation  or warranty made herein by such party,  such party shall
have no further  liability  hereunder  with  respect to such  representation  or
warranty.

     12.14 Further Action.  The parties hereto agree to execute and deliver such
additional  documents  and to take  such  other  and  further  action  as may be
required to carry out fully the transaction(s) contemplated herein.

     12.15 Amendment. This Agreement or any provision hereof may not be changed,
waived,  terminated  or  discharged  except by means of a  written  supplemental
instrument  signed by the  party or  parties  against  whom  enforcement  of the
change, waiver, termination, or discharge is sought.

     12.16 Headings.  The descriptive  headings of the various Sections or parts
of this Agreement are for  convenience  only and shall not affect the meaning or
construction of any of the provisions hereof.

     12.17 Counterparts. This agreement may be executed in two or more partially
or fully  executed  counterparts,  each of which shall be deemed an original and
shall bind the signatory, but all of which together shall constitute but one and
the same instrument, provided that Purchaser shall have no obligations hereunder
until all Shareholders have become signatories hereto.

     IN WITNESS WHEREOF,  the parties hereto executed the foregoing  Acquisition
Agreement effective the _____ day of June, 1999.

                                            Purchaser:
                                            SYSTEMS ASSURANCE CORPORATION

                                            By: ________________________________
                                                 Dean H. Becker, President


                                            Company:
                                            DIGITAL COMMERCE INTERNATIONAL, INC.

                                            By: ________________________________
                                                 Michael Kang, President

                                            ____________________________________
                                            Dean Becker (in his personal
                                            capacity)


                                            Shareholders:

                                            ____________________________________
                                            Michael Kang

                                            ____________________________________
                                            Jack Combs



                        List of Schedules to be Attached
                        --------------------------------
          Schedule "A"      Equity of the Company

          Schedule "B"      Common Shares of the Purchaser to be issued

          Schedule "C"      preference shares of the Purchaser to be issued

          Schedule "D"      Company Disclosure Statement

          Schedule "E"      Purchaser Disclosure Statement



                                   SCHEDULE A

        NAME                              SHARES TO BE PURCHASED
Michael Kang (or his nominee)                     5
Jack Combs (o his nominee)                        5
                  Total                           10





                                   SCHEDULE B

                                           COMMON SHARES IN THE CAPITAL STOCK OF
          NAME                                    THE PURCHASER TO BE ISSUED
          ----                                    --------------------------
Michael Kang (or his nominee)                              2,000,000
Jack Combs (or his nominee)                                2,000,000
Oro Gold International Ltd.                                  500,000
WFM, Inc. Profit Sharing Plan                                250,000
Cambridge Industries Corporation                             250,000
                  Total                                    5,000,000



                                   SCHEDULE C

                                          CONVERTIBLE PREFERENCE SHARES IN THE
          NAME                       CAPITAL STOCK OF THE PURCHASER TO BE ISSUED
          ----                       -------------------------------------------
Michael Kang (or his nominee)                                250,000
Jack Combs (or his nominee)                                  250,000
                  Total                                      500,000


Each  convertible  Preference  share in the capital stock of the Purchaser  will
have the following attributes:

     1. It will carry the right of ten votes at meetings of  shareholders of the
Purchaser;

     2. It will carry the same rights to dividends and other  distributions as a
Common share in the capital stock of the Purchaser;

     3. It will have no par value.

     4. a. Subject to subsection (b), once the Company has achieved a cumulative
gross transaction  processing volume equaling in the aggregate $240 Million (the
"Trigger  Event"),  each Preference share will be convertible,  at the option of
its holder and for no  additional  consideration,  into 10 common  shares in the
capital stock of the Purchaser (the "Conversion  Right").  (For greater clarity,
upon the  occurrence of the Trigger  Event a holder of Preference  shares may at
his sole option from time to time  exercise the  Conversion  Right in respect of
all or a portion of those shares).

     b. The conversion Right will expire and become null and void if the Trigger
Event has not occurred by the end of the Company's  second  complete fiscal year
following the closing of the Acquisition Agreement between the purchaser and the
Company to which this Schedule C is attached (the "Expiry Date").

     5. Upon the Trigger  Event  occurring  on or before the Expiry  Date,  each
Preference  share will become  transferable  and  assignable by its holder,  and
unless and until the  Trigger  Event  occurs on or before  the Expiry  Date each
Preference share will not be transferable or assignable by its holder.

     6. For purposes of this Schedule and the terms and  conditions,  rights and
obligations  associated  with the  preference  shares and  specifically  for the
purposes of Section 4(a) of the Schedule,  "Company"  shall mean and include the
purchaser (Systems Assurance Corporation, Digital Commerce International,  Inc.,
Digital Commerce Inc.,  Digital Commerce Bank Card,  Caribbean Inc., and Digital
Commerce Merchant Services Inc.).