SUMMARY OF
                           HEALTH ADVANTAGE AGREEMENT


     The "Definitive Asset Purchase and Sale Agreement to Acquire the Rights and
Materials  Concerning the Concept and Product Health Advantage"  (hereafter "the
Contract"),  contains the terms of the  agreement  whereby  Genus  International
Corporation  ("Genus") agrees to purchase from Swiss companies (Unicible and CDS
Theoreme SA) all of the rights and materials concerning "Health Advantage".

     The purchase price of the  transaction  was 450,000 Swiss Francs payable to
Unicible,  and 130,000  Swiss Francs  payable to CDS Theoreme SA, as well as one
percent  (1%)  of the  common  stock  of  Infomedics,  a Swiss  company,  to CDS
Theoreme  SA. The closing  date was set for January  15,  1999,  which has been
extended to allow for the financing of Genus.

     The transaction between the parties includes a confidentiality agreement as
to all  parties.  The  Contract is governed by the laws of  Switzerland  and any
dispute is to be submitted to arbitration in Switzerland.



<PAGE>


           DEFINITIVE ASSET PURCHASE AND SALE AGREEMENT TO ACQUIRE THE
             RIGHTS AND MATERIALS CONCERNING THE CONCEPT AND PRODUCT
                                HEALTH ADVANTAGE

         This  DEFINITIVE  ASSET PURCHASE AND SALE  AGREEMENT  (the  "DEFINITIVE
AGREEMENT")  contains the terms and conditions  under which GENUS  International
Corporation,  a Delaware corporation (hereinafter referred to as "BUYER") agrees
to purchase from UNICIBLE,  a Swiss Corporation and CDS THEOREME SA (hereinafter
referred to as "SELLERS") all of the rights and materials concerning the CONCEPT
and PRODUCT known as HEALTH  ADVANTAGE (the  "PROPERTY"  DESCRIBED  BELOW).  Any
prior  proposals  or  letters  of intent or LETTER  AGREEMENTS  concerning  this
acquisition by BUYER are hereby superceded by this AGREEMENT.

         Only  when  this  DEFINITIVE  AGREEMENT,   together  with  the  closing
documents as described  below, is executed and delivered by all required parties
and all  necessary  consents are  obtained,  will BUYER be bound to purchase and
SELLERS be bound to sell the  property,  under the terms and  conditions of this
DEFINITIVE AGREEMENT.

     Notwithstanding the foregoing,  BUYER and SELLERS (hereinafter  referred to
as the "PARTIES") agree that the provisions  contained in Paragraphs 2.a. and 5.
herein represent legally binding agreements of the PARTIES,  enforceable against
the  PARTIES  and their  respective  transferees,  successors  and  assigns  and
Paragraphs  2.a.  and 5.  shall  survive  any  termination  of  this  DEFINITIVE
AGREEMENT indefinitely.

1.       PROPERTY

         The PROPERTY shall include:

          a.   the rights to develop and  commercialize  the CONCEPT and PRODUCT
               known as "HEALTH  ADVANTAGE" in accordance with the Business Plan
               Summary  contained in EXHIBIT "A" which,  by attaching it hereto,
               is made a part of this DEFINITIVE AGREEMENT;




                                                       /s/  /s/  /s/
                                           Initials: ____, ___, ___

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GIC-UNICIBLE-CDS DEFINITIVE AGREEMENT
November 27, 1998

<PAGE>

          b.   the  rights to the name  "HEALTH  ADVANTAGE",  together  with all
               copyrights  and  rights  to  copyright  and  patent  any  and all
               features  and  the  intellectual  property  associated  with  the
               CONCEPT and PROGRAM known as "HEALTH ADVANTAGE";

          c.   the  deliverables as listed in the Schedule "1 Health  Advantager
               Invetaire produlte et documentation livres",  including all items
               listed under sections 1.1 through 1.5, dated 13.02.98, and made a
               part of this  DEFINITIVE  AGREEMENT  by  attaching  it  hereto as
               EXHIBIT "B".

     The PROPERTY shall be transferred at closing to BUYER free and clear of any
and all encumbrances.  Except as set forth in this Paragraph 1., no other assets
or liabilities  of the SELLERS shall be included in the PROPERTY  transferred to
BUYER at closing of the transaction  contemplated herein.  Specifically excluded
are  claims or  causes of action  against  SELLERS  in  connection  with acts or
occurrences prior to the closing date.

2.       PRICE AND TERMS

         a.       Purchase Price:

               i.   Francs  Suisses  450,000 (Four Hundred Fifty  Thousand Swiss
                    Francs)  payable  in two (2)  installments  to  UNICIBLE  as
                    follows:

                    (a)  Francs Suisses  330,000 (Three Hundred Thirty  Thousand
                         Swiss Francs) payable in cash at closing.

                    (b)  Francs  Suisses  120,000 (One Hundred  Thirty  Thousand
                         Swiss  Francs)  payable in cash  thirty  30)days  after
                         closing.

               ii.  Francs Suisses  130,000 (One Hundred  Twenty  Thousand Swiss
                    Francs)  together  with one (1)  percent  of the  issued and
                    outstanding  shares of the common stock of the Buyer payable
                    and deliverable to CDS THEOREME SA as follows:

                    (a)  Francs  Suisses  100,000  (One Hundred  Thousand  Swiss
                         Francs) payable in cash at closing.

                    (b)  Francs Suisses  30,000  (Thirty  Thousand Swiss Francs)
                         payable in cash thirty (30 days after closing.

                    (c)  One  (1)   percent  of  the   common   stock  of  BUYER
                         deliverable  to CDS  THEOREME  SA on  signing  of  this
                         agreement by SELLERS.  Said stock shall be considered a
                         good faith  deposit (the  "DEPOSIT") by BUYER and shall
                         remain the  property of CDS  THEOREME SA whether or not
                         the transaction contemplated herein closes or not.
                                                          /s/  /s/  /s/
                                                Initials: ___, ___, ___


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GIC-UNICIBLE-CDS DEFINITIVE AGREEMENT
November 27, 1998

         b.       Terms:

                  OBLIGATIONS OF SELLERS

                    i.   At  closing,  SELLERS  shall  warrant to BUYER that the
                         Purchase  Price as defined in  Paragraph  2.(a)  herein
                         represents  full and complete  payment for the PROPERTY
                         as described in Paragraph 1.

                    ii.  SELLERS  will deliver to BUYER,  at closing,  a binding
                         non-competition  agreement, the terms and conditions of
                         which  have been  negotiated  and agreed  upon  between
                         SELLERS and BUYER.

                  OBLIGATIONS OF BUYER

                    i.   Ommitted

3.       CLOSING

         BUYER and SELLERS shall close the transaction no later than January 15,
         1999,  unless  both BUYER and  SELLERS  agree upon  another date.

4.       DUE DILIGENCE

         BUYER hereby acknowledges that:

                    a.   It  has  hereto  fore   undertaken  its  financial  and
                         physical investigations of the PROPERTY, and

                    b.   is and will be relying  strictly  and solely  upon such
                         investigation  and the advice and counsel of its agents
                         and  officers.  As such,  BUYER  waives any further due
                         diligence  or  contingency  period with  respect to the
                         transaction contemplated herein.

5.       CONFIDENTIALITY

         BUYER and SELLERS shall maintain complete  confidentiality with respect
         to all elements of this DEFINITIVE AGREEMENT other than as necessary to
         secure the approvals of the appropriate Officers, Boards, Shareholders,
         Investors or Financial Advisors.

                                                         /s/  /s/  /s/
                                               Initials: ___, ___, ___


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GIC-UNICIBLE-CDS DEFINITIVE AGREEMENT
November 27, 1998

<PAGE>

The laws of  Switzerland  shall govern this  DEFINITIVE  AGREEMENT.  Any dispute
arising  out of or in  conjunction  with  this  DEFINITIVE  AGREEMENT  shall  be
submitted  to an arbitral  tribunal  composed  of one  arbitrator  appointed  in
accordance  with the Rules of the Geneva  Chamber of Commerce.  The  arbitration
proceedings  shall be  conducted  in English.  The seat of the arbital  tribunal
shall be in Geneva.

This DEFINITIVE AGREEMENT may be executed in any number of counterparts with the
same  effect  as if all  parties  hereto  had  signed  the  same  document.  All
counterparts  shall be construed  together and shall  constitute  one DEFINITIVE
AGREEMENT.

6.       SIGNATURES

GENUS International Corporation, a Delaware Corporation

BY:      /S/L. Allen Pesch                        Date: January 15, 1999
         L. Allen Pesch, its President



UNICIBLE Informatique Bancaire

BY:      /S/Kurt Oesch                            Date:  January 6, 1999
         Kurt Oesch
                                                  /s/Gerard Favet
                                                  Gerard FAVET


CDS THEOREME SA



BY:      /S/Eric Hauf                             Date:  January 6, 1999
         Eric Hauf, its President















                                                       Initials: ___, ___, ___


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GIC-UNICIBLE-CDS DEFINITIVE AGREEMENT
November 27, 1998

<PAGE>

Health Advantage - list of deliverables - project documentation

1.   Product Health Advantage : deliverables

Items                                        Format

Functional specifications                    paper report + Word file
* Global concept
* Data structure
* Business functions
* Access and storage security concept
* Notes
* Appendix:
     * Functional model                      Freelance file
     * Data model                            Freelance file

Prototype
* Objectives                                 paper report + Word file
* Target market - partners                   paper report + Word file
* Prototype's functions                      paper report + Word file
* Data                                       paper report + Word file
* Presentation's script                      paper report + Word file
* Notes and comments on the presentations    paper report + Word/Amipro files
* Setup program executable (Windows 95 or NT)HA5.EXE
* Data base                                  BD Access
* Source code                                Visual Basic 4
* Installation's procedure                   paper report + Word file
* Using procedure                            paper report + Word file
* Automatic demonstration                    Screencam

Structuring medical data base: splitting and analysis

* Vadamacum                                  paper report + Word file
* Trauma structuring                         paper report + Word file

Diagnosis structuring                        paper report + Word file

Status specifications                        paper report + Word file

Development planning                         paper report + Excel file
* Steps
* Estimations


GFA/invdehoe/04.01.99
<PAGE>

2.   Technical and planning informations (for information)

Items                                        Format

Feasability study                            paper report

Objectives                                   paper report + Word file
* General
* Functional
* Technical
* Security and data privacy
* Business
* Financial

Versions deployment strategy                 paper report + Word file

"Carnet de sante"                            paper report + Word file
* Objectives
* Proposed services
* Technical architecture

Technical architecture of Health Advantage   paper report + Word/PowerPoint file

Competing products                           paper report + Word file

Standards and codifications                  paper report + Word file

3.   Documentation about health policy and IT

4.   Software (to be confirmed)
     * Access
     * Visual Basic version 4

5.   Hardware (to be confirmed)
     1 IBM PS277 488DX2







GFA/Invdehoe/04.01.99