AGREEMENT AND PLAN OF REORGANIZATION


                                  By and Among


                          GenesisIntermedia.com, Inc.,

                             United Pacific Alliance

                                       and

                               DoWebsites.com Inc.




                           dated as of March 29, 2000

<PAGE>
                      AGREEMENT AND PLAN OF REORGANIZATION

     This AGREEMENT AND PLAN OF  REORGANIZATION  (the  "Agreement")  is made and
entered   into   as  of   this   29th   day  of   March   2000   by  and   among
GenesisIntermedia.com,    Inc.,    a   Delaware    corporation    ("Purchaser"),
DoWebsites.com  Inc., a Delaware  corporation  ("Company"),  and United  Pacific
Alliance, a Delaware corporation ("Parent").

                                   BACKGROUND

     Whereas  Parent  owns all of the issued and  outstanding  shares of capital
stock of Company; and

     Whereas  Parent  desires to  exchange  all of the  issued  and  outstanding
capital  stock of Company to  Purchaser  and  Purchaser  desires to acquire such
capital stock from Parent in exchange for shares of Purchaser's  common stock in
a tax free transaction and upon the terms and conditions hereinafter set forth.

     Now,   Therefore,   in   consideration   of   the   premises   and  of  the
representations, warranties, covenants and agreements herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1.     SHARE EXCHANGE

     1.1 The  Share  Exchange.  Subject  to the  terms  and  conditions  of this
Agreement  and  on  the  basis  of and in  reliance  upon  the  representations,
warranties,  covenants and agreements set forth herein,  on the Closing Date (as
hereinafter  defined)  Parent shall  transfer to Purchaser  one hundred  percent
(100%) of the Company Stock (as defined in Section 1.3 hereof),  all of which is
held by Parent,  and  Purchaser  shall  acquire (the "Stock  Acquisition")  from
Parent such Company  Stock,  in exchange for the Exchanged  Stock (as defined in
Section  1.2  hereof).  The  Company,   after  the  consummation  of  the  Stock
Acquisition, is sometimes referred to as the "Surviving Corporation."

     1.2 Exchanged Stock. For purposes of this Agreement,  the "Exchanged Stock"
shall be 72,000  shares of common  stock,  par  value  $.001 of  Purchaser  (the
"Purchaser Common Stock").

     1.3 Certain Information with Respect to Capital Stock of Company. As of the
date of this Agreement,  the authorized capital stock of Company consists of the
number of  shares of common  stock of  Company  set forth in  Schedule  1.3 (the
"Company  Stock"),  of which the number set forth in  Schedule  1.3 are  issued,
outstanding and owned beneficially and of record by Parent.
<PAGE>
2.       TAX FREE REORGANIZATION.

     It is in the intent of the  parties  that the Stock  Acquisition  and other
transactions  contemplated by this Agreement shall be a tax free  reorganization
(of the type described in Section  368(a)(1)(B) of the Internal  Revenue Code of
1986, as amended (the "Code")) under Section 354 of the Code.

3.     CLOSING

     3.1 Location and Date.  The Stock  Acquisition  and the other  transactions
contemplated by this Agreement (the  "Closing")  shall take place at the offices
of  Purchaser,  in Van Nuys,  California on March 29, 2000,  providing  that all
conditions to Closing shall have been satisfied or waived, or at such other time
and date as Purchaser,  Parent and Company may mutually agree,  which date shall
be referred to as the "Closing Date."

     3.2 Closing Deliveries.

     (a)At the Closing  Parent,  as the holder of all  outstanding  certificates
representing  shares of Company  Stock,  shall  surrender such  certificates  to
Purchaser and Purchaser  shall deliver to Parent the shares of Purchaser  Common
Stock deliverable by Purchaser as set forth in Section 1.2 above.

     (b)Parent   shall   deliver  to  Purchaser  at  Closing  the   certificates
representing the Company Stock, duly endorsed in blank by Parent, or accompanied
by blank irrevocable stock powers, and with all necessary transfer tax and other
revenue  stamps,  acquired at Parent's  expense,  affixed and canceled and shall
take such steps as shall be necessary to cause the Company to enter Purchaser or
its nominee(s)  upon the books of the Company as the holder of the Company Stock
and to issue one or more  share  certificates  to  Purchaser  or its  nominee(s)
representing the Company Stock.  Parent agrees promptly to cure any deficiencies
with  respect to the  endorsement  of the  certificates  or other  documents  of
conveyance  with  respect  to such  Company  Stock or with  respect to the stock
powers accompanying any Company Stock.

     (c) The  parties  hereto  shall  deliver  such  other  documents  as may be
required by this Agreement.

4.  REPRESENTATIONS AND WARRANTIES OF PARENT, COMPANY AND THE COMMON STOCKHOLDER

     To  induce  Purchaser  to enter  into this  Agreement  and  consummate  the
transactions  contemplated  hereby,  each of Parent  and  Company,  jointly  and
severally, represents and warrants to Purchaser as follows (for purposes of this
Agreement, the phrases "knowledge of Company" or "Company's knowledge," or words
of similar  import,  mean the knowledge of the directors and officers of each of
Parent and Company and each of its  Subsidiaries  (as defined below),  including
facts of which the directors and officers, in the reasonably prudent exercise of
their duties, should be aware):


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<PAGE>
     4.1  Due   Organization.   Parent,   the  Company  and  each  of  Company's
subsidiaries  (the  "Subsidiaries")  is a corporation  duly  organized,  validly
existing  and in  good  standing  under  the  laws  of the  jurisdiction  of its
incorporation  and  is  duly  authorized,   qualified  and  licensed  under  all
applicable  laws,  regulations,  ordinances and orders of public  authorities to
own, operate and lease its properties and to carry on its business in the places
and in the manner as now conducted except where the failure to be so authorized,
qualified or licensed would not have a material  adverse effect on the business,
operations,  properties, assets or condition, financial or otherwise, of Parent,
Company or any of its Subsidiaries  ("Material  Adverse  Effect").  Schedule 4.1
hereto contains a list of all  jurisdictions in which Parent,  Company or any of
its Subsidiaries is authorized or qualified to do business.  Parent, Company and
each Subsidiary is in good standing in each such  jurisdiction.  The Company has
made available to Purchaser true, complete and correct copies of the articles or
certificate of incorporation and bylaws of Parent,  Company and each Subsidiary.
Such  articles  or  certificate  of  incorporation  and bylaws are  collectively
referred  to as  the  "Charter  Documents."  None  of  Parent,  Company  or  any
Subsidiary is in violation of any Charter Documents. The minute books of Parent,
Company and each Subsidiary have been made available to Purchaser (and as of the
Closing,  the  minute  books of  Company  and each  Subsidiary)  will  have been
delivered,  along with Company's and each Subsidiary's original stock ledger and
corporate  seal,  to  Purchaser)  and are  correct  and,  except as set forth in
Schedule 4.1, complete in all material respects.

     4.2 Authorization;  Validity.  Each of Parent and Company has all requisite
power and  authority to enter into and perform its  obligations  pursuant to the
terms of this  Agreement.  Each of Parent and Company has the full legal  right,
corporate power and authority to enter into this Agreement and the  transactions
contemplated hereby. The execution and delivery of this Agreement by the Company
and the  performance  by Parent  and  Company of the  transactions  contemplated
herein have been duly and validly  authorized  by the Board of Directors of each
Parent and Company,  and this Agreement has been duly and validly  authorized by
all necessary  corporate  action.  This Agreement is a legal,  valid and binding
obligation of Parent and Company, enforceable in accordance with its terms.

     4.3  No  Conflicts.  The  execution,   delivery  and  performance  of  this
Agreement,  the consummation of the transactions  contemplated  hereby,  and the
fulfillment of the terms hereof will not:

     (a)  conflict  with,  or  result in a breach or  violation  of,  any of the
Charter Documents;

     (b)  conflict  with,  or  result  in a  default  (or an  event  that  would
constitute a default but for any requirement of notice or lapse of time or both)
under, any document,  agreement or other instrument to which Parent,  Company or
any  Subsidiary  is a party or by which  Parent,  Company or any  Subsidiary  is
bound,  or  result  in the  creation  or  imposition  of  any  lien,  charge  or
encumbrance  on any  of  Parent's,  Company's  or  any  Subsidiary's  properties
pursuant to (i) any law or regulation to which Parent, Company or any Subsidiary
or any of their respective property is subject,  or (ii) any judgment,  order or
decree  to which  Parent,  Company  or any  Subsidiary  is bound or any of their
respective property is subject;



                                       3
<PAGE>
     (c)  result  in  termination  or any  impairment  of any  permit,  license,
franchise,  contractual right or other  authorization of Parent,  Company or any
Subsidiary; or

     (d) violate any law, order, judgment, rule, regulation, decree or ordinance
to which  Parent,  Company or any  Subsidiary  is  subject  or by which  Parent,
Company  or  any  Subsidiary  is  bound  including,   without  limitation,   the
Hart-Scott-Rodino  Antitrust  Improvements Act of 1976 (the "HSR Act"), together
with all rules and regulations promulgated thereunder.

     4.4 Capital Stock of Parent and Company.  The  authorized  capital stock of
Company  consists of the number of shares of Company  Sock set forth in Schedule
1.3, of which the number set forth in Schedule 1.3 are issued,  outstanding  and
owned  beneficially and of record by Parent.  Parent owns all of the outstanding
capital stock of Company and Company owns all of the  outstanding  capital stock
of each of its  Subsidiaries,  all of which are listed on Schedule 4.4, free and
clear of all Liens (defined below).  All of the issued and outstanding shares of
the  capital  stock of  Parent,  Company  and each  Subsidiary  have  been  duly
authorized and validly issued, are fully paid and nonassessable and are owned of
record  and  beneficially  by  the  Stockholders,  Parent  or  the  Company,  as
applicable,  in the  amounts  set  forth in  Schedule  1.3 free and clear of all
Liens. All of the issued and outstanding  shares of the capital stock of Parent,
Company and each Subsidiary were offered,  issued, sold and delivered by Parent,
Company or such  Subsidiary,  as applicable,  in compliance  with all applicable
state and federal laws concerning the issuance of securities.  Further,  none of
such  shares was issued in  violation  of any  preemptive  rights.  There are no
voting agreements or voting trusts with respect to any of the outstanding shares
of the capital stock of Parent, Company or any Subsidiary.  For purposes of this
Agreement, "Lien" means any mortgage, security interest, pledge,  hypothecation,
assignment,  deposit  arrangement,  encumbrance,  lien (statutory or otherwise),
adverse claim, charge, preference, priority or other security agreement, option,
warrant, attachment,  right of first refusal, preemptive,  conversion, put, call
or other  claim or right,  restriction  on  transfer  (other  than  restrictions
imposed by federal and state  securities  laws), or preferential  arrangement of
any kind or nature whatsoever  (including any restriction on the transfer of any
assets, any conditional sale or other title retention  agreement,  any financing
lease involving  substantially  the same economic effect as any of the foregoing
and the filing of any financing  statement under the Uniform  Commercial Code or
comparable law of any jurisdiction).

     4.5 Transactions in Capital Stock. No option,  warrant, call,  subscription
right,  conversion  right or other  contract or commitment of any kind exists of
any  character,  written  or oral,  which may  obligate  Parent,  Company or any
Subsidiary to issue, sell or otherwise cause to become outstanding any shares of
capital  stock.  None of Parent,  Company or any  Subsidiary  has any obligation
(contingent or otherwise) to purchase,  redeem or otherwise acquire any of their
respective  equity securities or any interests therein or to pay any dividend or
make any distribution in respect thereof. As a result of the consummation of the
transactions  contemplated by this  Agreement,  Purchaser will be the record and
beneficial owner of one hundred percent (100%) of the outstanding  capital stock
of Company and rights to acquire  capital  stock of Company and Company  will be
the record and beneficial owner of all of the outstanding  capital stock of each
Subsidiary and rights to acquire capital stock of each Subsidiary.



                                       4
<PAGE>
     4.6 Subsidiaries, Stock and Notes.

     (a) Company has no subsidiaries.

     (b) Company does not presently own, of record or beneficially,  or control,
directly or indirectly,  any capital stock,  securities convertible into capital
stock or any other equity interest in any  corporation,  association or business
entity, nor is either Parent or Company,  directly or indirectly,  a participant
in any joint venture, partnership or other noncorporate entity.

     (c) There are no promissory notes that have been issued to, or are held by,
Company or any Subsidiary.

     4.7 Predecessor  Status.  There are no predecessor  companies of Company or
any  Subsidiary,  and  neither  the  Company or any  Subsidiary  has  previously
acquired  significant  assets  from any other  entity.  Neither  Company nor any
Subsidiary  has ever been a subsidiary or division of another  corporation,  nor
have they been a part of an acquisition that was later rescinded.

     4.8 Absence of Claims.  Neither Parent nor any  Stockholder  has any claims
against Company or any Subsidiary,  and upon  consummation of the Stock Purchase
and the  distribution of the Purchase Price,  neither Parent nor any Stockholder
will have any claims  against  Company  or any  Subsidiary  except as  expressly
provided in this Agreement.

     4.9 Financial  Statements.  Company has delivered to Purchaser (a) true and
correct  summaries  accurately   reflecting  Company's  financial  condition  at
December 31, 1998  (collectively,  the "Year-end  Financials")  and (b) true and
correct summaries  accurately  reflecting  Company's  financial  condition as of
February 29, 2000 (the  "Balance  Sheet Date") (the  "Interim  Financials,"  and
together with the Year-end Financials, the "Company Financial Statements").  The
Company Financial  Statements present fairly the financial  condition of Company
as of the dates  indicated  thereon  and the results of its  operations  for the
periods indicated thereon.

     4.10 Liabilities and Obligations.

     (a) The Company is not liable for or subject to any liabilities except for:

          (i)  those  liabilities  reflected  on the Interim  Financial  and not
               previously paid or discharged;

          (ii) those liabilities  arising in the ordinary course of its business
               consistent  with past practice under any contract,  commitment or
               agreement   specifically   disclosed  on  any  Schedule  to  this
               Agreement or not required to be disclosed  thereon because of the
               term or amount involved or otherwise;

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<PAGE>
          (iii)those  liabilities  incurred  since the Balance Sheet Date in the
               ordinary course of business consistent with past practice,  which
               liabilities are not, individually or in the aggregate, material.

     (b) There are no liabilities which are not fixed or are contested.

     (c) There are no current  plans or  projects  involving  the opening of new
operations,  expansion of any existing operations or the acquisition of any real
property or existing business,  to which management of Company or any Subsidiary
has made any material  expenditure  in the two-year  period prior to the date of
this Agreement,  which if pursued by Company would require  additional  material
expenditures  of capital,  other than in connection with the Site (as defined in
Section 4.16(g)).

     (d) For purposes of this Section 4.10, the term "liabilities" shall include
without  limitation any direct or indirect  liability,  indebtedness,  guaranty,
endorsement,  claim,  loss, damage,  deficiency,  cost,  expense,  obligation or
responsibility,  either  accrued,  absolute,  contingent,  mature,  unmatured or
otherwise  and whether known or unknown,  fixed or unfixed,  choate or inchoate,
liquidated  or  unliquidated,   secured  or  unsecured.  The  Interim  Financial
delivered to Purchaser  contain a complete list of all  indebtedness  of Company
(on a consolidated basis) as of the Closing Date.

     4.11 Accounts and Notes Receivable.  The Company has delivered to Purchaser
a complete and accurate  list,  as of a date not more than two (2) business days
prior to the Closing Date,  of the accounts and notes  receivable of Company and
all Subsidiaries  (including without limitation receivables from and advances to
employees,  Parent,  Parent's  stockholders and  affiliates),  which includes an
aging of all accounts and notes  receivable  showing amounts due in 30-day aging
categories  (collectively,  the "Accounts Receivable").  All Accounts Receivable
represent  valid  obligations  arising  from  sales  actually  made or  services
actually performed in the ordinary course of business.  The Accounts  Receivable
are  current  and  collectible  net  of any  respective  reserves  shown  on the
Company's  books  and  records  (which  reserves  are  adequate  and  calculated
consistent with past practice).  Subject to such reserves,  each of the Accounts
Receivable  will be collected in full,  without any set-off,  within ninety (90)
days  after  the day on which  it  first  became  due and  payable.  There is no
contest,  claim,  or right of  set-off,  other than  rebates  and returns in the
ordinary  course of business,  under any contract with any obligor of an Account
Receivable relating to the amount or validity of such Account Receivable.

     4.12 Books and Records. The Company has made and kept books and records and
accounts,  which,  in  reasonable  detail,  accurately  and fairly  reflect  the
activities of Company and its  Subsidiaries.  Neither Company nor any Subsidiary
has  engaged  in any  transaction,  maintained  any  bank  account,  or used any
corporate  funds except for  transactions,  bank accounts,  and funds which have
been and are reflected in the Company's  normally  maintained  books and records
and which are in compliance with all applicable laws, including laws relating to
the receipt and deposit of funds in trust for third parties.

     4.13  Permits.  Company  and each  Subsidiary  owns or holds all  licenses,
franchises,  permits and other  governmental  authorizations,  including without
limitation  permits,  titles (including  without limitation motor vehicle titles


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<PAGE>
and current registrations),  licenses and franchises necessary for the continued
operation of their  respective  business as it is currently being conducted (the
"Permits").  The Permits are valid, and Company has not received any notice that
any governmental authority intends to modify, cancel, terminate or fail to renew
any Permit. No present or former officer, manager, member or employee of Company
or Parent or any affiliate thereof,  or any other person,  firm,  corporation or
other entity,  owns or has any proprietary,  financial or other interest (direct
or indirect) in any Permits.  Company and each  Subsidiary  has conducted and is
conducting its business in compliance with the requirements, standards, criteria
and conditions set forth in the Permits and other applicable orders,  approvals,
variances,  rules  and  regulations  and  is  not  in  violation  of  any of the
foregoing. The transactions  contemplated by this Agreement will not result in a
default under,  or a breach or violation of, or adversely  affect the rights and
benefits afforded to Company or any Subsidiary by, any Permit.

     4.14 Real Property.

     (a) For purposes of this Agreement,  "Real Property" means all interests in
real  property  including,  without  limitation,  fee  estates,  leaseholds  and
subleaseholds,  purchase options,  easements,  licenses,  rights to access,  and
rights  of  way,  and all  buildings  and  other  improvements  thereon,  owned,
occupied,  operated  or used by Company  or any  Subsidiary,  together  with any
additions thereto or replacements thereof.

     (b) Neither Company nor any Subsidiary leases any Real Property.

     (c) Neither  Company nor any Subsidiary  holds any fee interest in any Real
Property.

     (d) The Real  Property  and all  present  uses and  operations  of the Real
Property comply with all applicable statutes,  rules,  regulations,  ordinances,
orders, writs,  injunctions,  judgments,  decrees, awards or restrictions of any
government  entity  having  jurisdiction  over any portion of the Real  Property
(including, without limitation,  applicable statutes, rules, regulations, orders
and restrictions  relating to zoning, land use, safety,  health,  employment and
employment  practices  and access by the  handicapped)  (collectively,  "Laws"),
covenants,  conditions,  restrictions,  easements,  disposition  agreements  and
similar  matters  affecting the Real Property.  Company and each  Subsidiary has
obtained all approvals of governmental  authorities  (including  certificates of
use and occupancy,  licenses and permits)  required in connection  with the use,
occupation and operation of the Real Property.

     (e)  To   Company's   knowledge,   there  are  no  pending  or   threatened
condemnation,   fire,  health,  safety,  building,  zoning  or  other  land  use
regulatory  proceedings,  lawsuits  or  administrative  actions  relating to any
portion of the Real  Property  or any other  matters  which do or may  adversely
affect the current use, occupancy or value thereof,  nor has Parent,  Company or
any Subsidiary  received notice of any pending or threatened  special assessment
proceedings affecting any portion of the Real Property.

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<PAGE>
     (f) No  portion of the Real  Property  has  suffered  any damage by fire or
other casualty which has not heretofore been completely repaired and restored to
its original condition.

     (g) There are no parties  other than Company or a Subsidiary  in possession
of any of the Real  Property  or any portion  thereof,  and there are no leases,
subleases,  licenses, concessions or other agreements, written or oral, granting
to any party or parties the right of use or occupancy of any portion of the Real
Property or any portion thereof.

     (h) There are no service contracts or other agreements  relating to the use
or operation of the Real Property.

     (i) All written leases, subleases, licenses, concession agreements or other
use or occupancy  agreements  pursuant to which Company or any Subsidiary leases
from any other party any real  property,  including  all  amendments,  renewals,
extensions,   modifications   or   supplements   to  any  of  the  foregoing  or
substitutions  for any of the foregoing  (collectively,  the "Leases") are valid
and in full force and  effect.  Company  has  provided  Purchaser  with true and
complete  copies of all of the Leases,  all  amendments,  renewals,  extensions,
modifications or supplements  thereto, and all material  correspondence  related
thereto,  including all correspondence pursuant to which any party to any of the
Leases  declared a default  thereunder or provided notice of the exercise of any
options  granted  to such  party  under  such  Lease.  Neither  Company  nor any
Subsidiary has any oral leases.  The Leases and Company's and the  Subsidiaries'
interests thereunder are free of all Liens.

     (j) None of the  Leases  requires  the  consent  or  approval  of any party
thereto in connection  with the  consummation of the  transactions  contemplated
hereby.

     4.15 Personal Property.

     (a) Company has  delivered to Purchaser a complete and accurate list of all
personal  property  included on the Interim  Financials  and all other  personal
property owned or leased by Company or any Subsidiary  with a current book value
in excess of $5,000  both (i) as of the  Balance  Sheet  Date and (ii)  acquired
since the Balance Sheet Date,  including in each case true, complete and correct
copies of leases for material equipment and an indication as to which assets are
currently  owned,  or were  formerly  owned,  by any  stockholder  of  Parent or
business or personal affiliates of Parent or Company.

     (b)  Company  and each  Subsidiary  currently  owns or leases all  personal
property  necessary to conduct the business and  operations  of Company and such
Subsidiary as they are currently being conducted.

     (c) All  material  machinery  and  equipment of Company are in good working
order and  condition,  ordinary wear and tear excepted.  All leases  relating to
such machinery and equipment are in full force and effect and  constitute  valid
and binding agreements of Company or any Subsidiary, and none of Parent, Company
or any  Subsidiary is in breach of any of their terms.  All fixed assets used by
the Company that are material to the  operation of its business are either owned
by Company or a Subsidiary or leased.

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<PAGE>
     4.16 Intellectual Property.

     (a) Company or the  respective  Subsidiary is the true and lawful owner of,
or is licensed or otherwise  possesses  legally  enforceable  rights to use, the
registered  and  unregistered  Marks listed on Schedule  4.16(a).  Such schedule
lists (i) all of the Marks  registered in the United States Patent and Trademark
Office ("PTO") or the equivalent thereof in any state of the United States or in
any foreign country,  and (ii) all of the unregistered  Marks,  that Company and
the Subsidiaries now own or use in connection with their businesses. Except with
respect to those Marks shown as licensed on Schedule  4.16(a),  Company owns all
of the registered and unregistered  Marks that Company and the Subsidiaries use.
The  Marks  listed on  Schedule  4.16(a)  will not  cease to be valid  rights of
Company  and  the  Subsidiaries  by  reason  of  the  execution,   delivery  and
performance  of  this  Agreement  or  the   consummation  of  the   transactions
contemplated  hereby.  For purposes of this Section 4.16,  the term "Mark" shall
mean all  right,  title and  interest  in and to any  United  States or  foreign
trademarks, service marks and trade names now held by Company or any Subsidiary,
including any registration or application for registration of any trademarks and
services marks in the PTO or the  equivalent  thereof in any state of the United
States or in any  foreign  country,  as well as any  unregistered  marks used by
Company  or any  Subsidiary,  and any trade  dress  (including  logos,  designs,
company names, business names,  fictitious names and other business identifiers)
used by Company or any Subsidiary in the United States or any foreign country.

     (b) Company or the  respective  Subsidiary is the true and lawful owner of,
or is licensed or otherwise  possesses  legally  enforceable  rights to use, all
rights in the Patents and Copyrights  used in their  business.  Such Patents and
Copyrights  constitute  all of the Patents and  Copyrights  that Company and the
Subsidiaries  now own or are  licensed  to use.  The  Company or the  respective
Subsidiary  owns or is  licensed to  practice  under all  patents and  copyright
registrations  that  Company or the  respective  Subsidiary  now owns or uses in
connection  with its  businesses.  For purposes of this Section  4.16,  the term
"Patent"  shall mean any United States or foreign patent to which Company or any
Subsidiary  has  title  as of  the  date  of  this  Agreement,  as  well  as any
application  for a United  States  or  foreign  patent  made by  Company  or any
Subsidiary;  the term  "Copyright"  shall  mean any  United  States  or  foreign
copyright  owned by Company or any Subsidiary as of the date of this  Agreement,
including any registration of copyrights,  in the United States Copyright Office
or the equivalent thereof in any foreign country, as well as any application for
a United  States  or  foreign  copyright  registration  made by  Company  or any
Subsidiary.

     (c) Company or the  respective  Subsidiary is the true and lawful owner of,
or is licensed or  otherwise  possess  legally  enforceable  rights to use,  all
rights in the trade secrets, franchises, or similar rights (collectively, "Other
Rights"). Those Other Rights constitute all of the Other Rights that Company and
the  Subsidiaries  now  own  or  are  licensed  to  use.  The  Company  and  the
Subsidiaries,  respectively,  own or are  licensed to  practice  under all trade
secrets, franchises or similar rights that they own, use or practice under.

     (d)  The  Marks,  Patents  and  Copyrights  listed  on  Schedules  4.16(a),
4.16(b)(i) and  4.16(b)(ii),  and the Other Rights are referred to  collectively
herein  as the  "Intellectual  Property."  The  Intellectual  Property  owned by


                                       9
<PAGE>
Company and its Subsidiaries is referred to herein  collectively as the "Company
Intellectual  Property." All other  Intellectual  Property is referred to herein
collectively as the "Third-Party  Intellectual Property." Except as indicated on
Schedule  4.16(d),  neither  Company nor any  Subsidiary  has any  obligation to
compensate any person for the use of any  Intellectual  Property nor has Company
or any Subsidiary  granted to any person any license,  option or other rights to
use in any manner any Intellectual  Property,  whether  requiring the payment of
royalties or not.

     (e)  Neither  Company nor any  Subsidiary  is, nor will any of them be as a
result of the execution and delivery of this Agreement or the performance of its
obligations  hereunder,  in violation of any Third-Party  Intellectual  Property
license,  sublicense or agreement described in Schedule 4.16(a),  (b) or (c). No
claims with respect to Company Intellectual Property or Third-Party Intellectual
Property  are  currently  pending  or,  to the  knowledge  of the  Company,  are
threatened by any person,  nor, to Company's  knowledge,  do any grounds for any
claims exist: (i) to the effect that the manufacture,  sale, licensing or use of
any product as now used,  sold or licensed or proposed for use,  sale or license
by Company or any  Subsidiary  infringe  on any  copyright,  patent,  trademark,
service mark or trade secret;  (ii) against the use by Company or any Subsidiary
of any trademarks, trade names, trade secrets, copyrights,  patents, technology,
know-how or computer software programs and applications used in Company's or any
Subsidiary's  businesses  as currently  conducted by Company or any  Subsidiary;
(iii)  challenging the ownership,  validity or  effectiveness  of any of Company
Intellectual  Property  or  other  trade  secret  material  to  Company  or  any
Subsidiary; or (iv) challenging Company's or any Subsidiary's license or legally
enforceable right to use of the Third-Party  Intellectual Property. To Company's
knowledge, there is no unauthorized use, infringement or misappropriation of any
of Company Intellectual  Property by any third party. Neither Company nor any of
Subsidiary  (x) has been sued or charged in writing as a defendant in any claim,
suit,  action or  proceeding  which  involves a claim or  infringement  of trade
secrets,  patents,  trademarks,  service marks,  or copyrights and which has not
been  finally  terminated  or been  informed or notified by any third party that
Company  or any  Subsidiary  may be  engaged  in  such  infringement  or (y) has
knowledge of any  infringement  liability with respect to, or  infringement  by,
Company or any Subsidiary of any trade secret, patent, trademark,  service mark,
or copyright of another.

     (f) All  Intellectual  Property  in the form of computer  software  that is
utilized by Company and its  Subsidiaries  in the operation of their  respective
businesses  is capable of  processing  date data between and within the 20th and
21st centuries.

     (g) Company  currently  owns all  Intellectual  Property  and other  assets
comprising the Internet site  http://www.dowebsites.com  (the "Site"), including
all rights to the Site's domain name registrations with Network Solutions,  Inc.
and any other  registration  entities  and all  associated  Marks (the "Website
Assets"),  and all  Website  Assets  of the  Internet  sites  contained  within,
referenced or linked to the Site,  including the  following:  http://dohtml.com,
http://dowebcode.com,         http://dowebiz.com,         http://dowebtools.com,
http://dowebdesign.com,        http://dojavascript.com,        http://docgi.com,
http://doahear.com,       http://doxml.com;       http://dowebjava.com,      and
http://doactnex.com,  and all Internet sites contained within such sites and all
Internet sites  referenced in or linked to such sites that are owned by Company.


                                       10
<PAGE>
The Site is fully  functional  and includes all features and  functionality  for
which  it was  designed.  All  functionality  of the  Site  will be  effectively
transferred  to  Purchaser  pursuant  to the  transaction  contemplated  by this
Agreement.  In addition to the Site,  pursuant to the transactions  contemplated
hereby, Purchaser will acquire all Intellectual Property.

     4.17 Material Contracts and Commitments.

     (a) Schedule 4.17  contains a complete and accurate list of all  contracts,
commitments,  leases, instruments,  agreements,  licenses or permits, written or
oral,  to which  Company or any  Subsidiary is a party or by which they or their
properties are bound (including without limitation, joint venture or partnership
agreements,  contracts  with any  labor  organizations,  employment  agreements,
consulting agreements, loan agreements, indemnity or guaranty agreements, bonds,
mortgages,   options  to  purchase  land,  liens,   pledges  or  other  security
agreements)  (i) to which Company or any Subsidiary and any affiliate of Company
or any  Subsidiary  or any officer,  director or  stockholder  of Company or any
Subsidiary are parties ("Related Party Agreements");  or (ii) that may give rise
to  obligations  or  liabilities  exceeding,  during the current  term  thereof,
$20,000,  or that may generate revenues or income exceeding,  during the current
term  thereof,  $20,000  (collectively  with the Related Party  Agreements,  the
"Material  Contracts").  Company has delivered to Purchaser  true,  complete and
correct copies of the Material  Contracts that are in writing.  Company and each
Subsidiary has complied with all of their commitments and obligations and is not
in default  under any of the  Material  Contracts,  and no notice of default has
been received with respect to any thereof,  and there are no Material  Contracts
that were not negotiated at arm's length.

     (b) Each Material  Contract,  except those  terminated  pursuant to Section
6.3(b), is valid and binding on Company and each Subsidiary and is in full force
and effect and is not subject to any default  thereunder by any party  obligated
to Company or any Subsidiary  pursuant thereto.  Company and each Subsidiary has
obtained  all  necessary  consents,  waivers  and  approvals  of  parties to any
Material  Contracts that are required in connection with any of the transactions
contemplated  hereby, or are required by any governmental  agency or other third
party or are advisable in order that any such Material Contract remain in effect
without  modification  after the Stock  Purchase and without  giving rise to any
right to  termination,  cancellation  or  acceleration  or loss of any  right or
benefit.

     (c) There are no loans or credit  agreements  either (i) between Company or
any  Subsidiary  and any person in which Parent or any of Parent's  stockholders
owns a material  interest,  or (ii)  guaranteed by Company or any Subsidiary for
the benefit of any person in which Parent or any of Parent's stockholders owns a
material interest.

     (d) The pledge,  hypothecation or mortgage of all or  substantially  all of
Company's or any Subsidiary's assets (including, without limitation, a pledge of
Company's or any Subsidiary's  contract rights under any Material Contract) will
not (i) result in the breach or violation of, (ii)  constitute a default  under,
(iii)  create a right of  termination  under,  or (iv) result in the creation or
imposition  of (or the  obligation to create or impose) any Lien upon any of the
assets of Company or any Subsidiary  (other than a Lien created  pursuant to the


                                       11
<PAGE>
pledge,  hypothecation  or  mortgage  described  at the  start  of this  Section
4.17(d))  pursuant to any of the terms and provisions of, any Material  Contract
to which  Company  or any  Subsidiary  is a party or by which  the  property  of
Company or any Subsidiary is bound.

     4.18 Government Contracts.

     (a)  Neither  Company  nor  any  Subsidiary  is a party  to any  government
contracts.

     (b) Neither  Company nor any Subsidiary has been suspended or debarred from
bidding on contracts or subcontracts  for any agency or  instrumentality  of the
United States Government or any state or local government, nor, to the knowledge
of Company, has any suspension or debarment action been threatened or commenced.
There  is no  valid  basis  for  Company's  or any  Subsidiary's  suspension  or
debarment from bidding on contracts or subcontracts for any agency of the United
States Government or any state or local government.

     (c)  Neither  Company  nor any  Subsidiary  has been,  nor is it now being,
audited,  or investigated by any government  agency, or the inspector general or
auditor   general  or  similar   functionary   of  any   government   agency  or
instrumentality,   nor,  to  the  knowledge  of  Company,   has  such  audit  or
investigation been threatened.

     (d) Neither  Company nor any  Subsidiary  has any dispute  pending before a
contracting   office  of,  nor  any  current  claim  (other  than  the  Accounts
Receivable) pending against,  any agency or instrumentality of the United States
Government or any state or local government, relating to a contract.

     (e) Neither  Company nor any Subsidiary has, with respect to any government
contract,  received a cure notice advising  Company or any Subsidiary that it is
or was in default or would, if it failed to take remedial action,  be in default
under such contract.

     (f) Neither  Company  nor any  Subsidiary  has  submitted  any  inaccurate,
untruthful,  or misleading cost or pricing data,  certification,  bid, proposal,
report,  claim, or any other information relating to a contract to any agency or
instrumentality   of  the  United  States  Government  or  any  state  or  local
government.

     (g)No employee, agent, consultant,  representative, or affiliate of Company
or any  Subsidiary is in receipt or  possession of any  competitor or government
proprietary or  procurement  sensitive  information  related to Company's or any
Subsidiary's  business under circumstances where there is reason to believe that
such receipt or possession is unlawful or unauthorized.

     (h) Each of Company's and any  Subsidiary's  government  contracts has been
issued,  awarded or nominated to Company or such Subsidiary in Company's or such
Subsidiary's name.

     4.19 Insurance.  Company has delivered to Purchaser a complete and accurate
list of all insurance  policies  carried by Company and each  Subsidiary and all


                                       12
<PAGE>
insurance loss runs or workmen's  compensation  claims received for the past two
policy years.  The Company has made  available to Purchaser  true,  complete and
correct copies of all current insurance policies, all of which are in full force
and effect.  All premiums  payable  under all such  policies  have been paid and
Company and each  Subsidiary is otherwise in full  compliance  with the terms of
such  policies.  Such  policies  of  insurance  are of the type  and in  amounts
customarily carried by persons conducting  businesses similar to that of Company
and its  Subsidiaries,  as  applicable.  The  insurance  carried by Company with
respect to its properties,  assets and business is, to the Company's  knowledge,
with  financially   sound  insurers.   To  the  knowledge  of  Company  and  its
Subsidiaries, there have been no threatened terminations of, or material premium
increases with respect to, any of such policies.

     4.20 Labor and Employment Matters. With respect to employees of and service
providers to Company and each Subsidiary:

     (a)  Company  and  each  Subsidiary  is and has been in  compliance  in all
material respects with all applicable laws respecting  employment and employment
practices,  terms and  conditions of employment  and wages and hours,  including
without limitation any such laws respecting employment discrimination,  workers'
compensation,  family and medical leave, the Immigration Reform and Control Act,
and occupational safety and health requirements,  and has not and is not engaged
in any unfair labor practice;

     (b) there is not now,  nor within the past three years has there been,  any
unfair labor practice  complaint against Company or such Subsidiary  pending or,
to Company's knowledge, threatened, before the National Labor Relations Board or
any other comparable authority;

     (c) there is not now,  nor within the past three years has there been,  any
labor strike,  slowdown or stoppage actually pending or, to Company's knowledge,
threatened, against or directly affecting Company or such Subsidiary;

     (d) to Company's  knowledge,  no labor  representation  organization effort
exists nor has there been any such activity within the past three years;

     (e)no  grievance  or  arbitration   proceeding  arising  out  of  or  under
collective  bargaining  agreements  is pending and, to Company's  knowledge,  no
claims therefor exist or have been threatened;

     (f) the  employees  of Company and such  Subsidiary  are not and have never
been represented by any labor union, and no collective  bargaining  agreement is
binding and in force  against  Company or such  Subsidiary  or  currently  being
negotiated by Company or such Subsidiary; and

     (g) all persons  classified by Company and such  Subsidiary as  independent
contractors  do satisfy  and have  satisfied  the  requirements  of law to be so
classified,  and the  Company  and such  Subsidiary  have  fully and  accurately
reported their compensation on IRS Forms 1099 when required to do so.

                                       13
<PAGE>
     4.21 Employee  Benefit Plans.  Company has delivered to Purchaser a list of
all employee  benefit plans,  all employee  welfare benefit plans,  all employee
pension benefit plans, all multi-employer  plans and all multi-employer  welfare
arrangements   (as  defined  in  Sections   3(3),   (1),  (2),  (37)  and  (40),
respectively, of the Employee Retirement Income Security Act of 1974, as amended
("ERISA")),  copies of which have been made  available to  Purchaser,  which are
currently maintained and/or sponsored by Company or any of its Subsidiaries,  or
to which Company or any of its  Subsidiaries  currently  contribute,  or have an
obligation  to  contribute  in  the  future  (including,   without   limitation,
employment  agreements and any other agreements  containing  "golden  parachute"
provisions and deferred  compensation  agreements),  together with copies of any
trusts  related  thereto  and a  classification  of  employees  covered  thereby
(collectively, the "Plans").

     All Plans are in  compliance in all material  respects with all  applicable
provisions of ERISA and the regulations issued  thereunder,  as well as with all
other  applicable  laws,  and in all material  respects have been  administered,
operated and managed in accordance with the governing documents.  All Plans that
are intended to qualify (the  "Qualified  Plans")  under  Section  401(a) of the
Code, have been  determined by the Internal  Revenue Service to be so qualified,
and copies of the current  plan  determination  letters,  most recent  actuarial
valuation  reports,  if any,  most recent  Form 5500,  or, as  applicable,  Form
5500-C/R  filed with  respect to each such  Qualified  Plan or employee  welfare
benefit plan and most recent  trustee or custodian  report has been delivered by
Company to  Purchaser.  To the  extent  that any  Qualified  Plans have not been
amended to comply with applicable law, the remedial  amendment period permitting
retroactive  amendment  of such  Qualified  Plans has not  expired  and will not
expire within 120 days after the Closing Date.  All reports and other  documents
required  to be filed  with  any  governmental  agency  or  distributed  to plan
participants or  beneficiaries  (including,  but not limited to, annual reports,
summary annual reports,  actuarial reports, PBGC-1 Forms, audits or tax returns)
have been timely filed or distributed. None of: (i) Parent; (ii) any Plan; (iii)
Company; or (iv) any Subsidiary have engaged in any transaction prohibited under
the provisions of Section 4975 of the Code or Section 406 of ERISA.  No Plan has
incurred an accumulated funding deficiency,  as defined in Section 412(a) of the
Code and  Section  302(1) of  ERISA;  and  neither  Company  nor any  Subsidiary
currently  has (nor at the  Closing  Date  will  have) any  direct  or  indirect
liability  whatsoever  (including  being subject to any statutory lien to secure
payment of any such  liability),  to the Pension  Benefit  Guaranty  Corporation
("PBGC")  with  respect  to any  such  Plan  under  Title  IV of ERISA or to the
Internal Revenue Service for any excise tax or penalty; and none of Company, any
Subsidiary  or any member of a  "controlled  group" (as defined in ERISA Section
4001(a)(14))  currently  have (or at the Closing Date will have) any  obligation
whatsoever  to contribute  to any  "multi-employer  pension plan" (as defined in
ERISA Section 4001(a)(14)), nor has any withdrawal liability whatsoever (whether
or not yet  assessed)  arising  under or capable of assertion  under Title IV of
ERISA  (including,  but not limited to, Sections 4201, 4202, 4203, 4204, or 4205
thereof) been incurred by any Plan. Further:

     (a) there have been no terminations, partial terminations or discontinuance
of  contributions  to any Qualified  Plan without  notice to and approval by the
Internal Revenue Service;

                                       14
<PAGE>
     (b) no Plan  which is subject  to the  provisions  of Title IV of ERISA has
been terminated;

     (c) there have been no  "reportable  events"  (as that phrase is defined in
Section  4043 of  ERISA)  with  respect  to any Plan  which  were  not  properly
reported;

     (d) the valuation of assets of any Qualified  Plan, as of the Closing Date,
shall exceed the actuarial  present value of all accrued pension  benefits under
any such  Qualified  Plan in accordance  with the  assumptions  contained in the
Regulations  of the PBGC  governing  the funding of terminated  defined  benefit
plans;

     (e) with  respect to Plans  which  qualify as "group  health  plans"  under
Section  4980B of the Code and Section  607(1) of ERISA and related  regulations
(relating to the benefit continuation rights imposed by "COBRA"),  Company, each
Subsidiary and the Stockholders have complied (and on the Closing Date will have
complied), in all respects with all reporting,  disclosure, notice, election and
other  benefit   continuation   requirements  imposed  thereunder  as  and  when
applicable to such plans,  and neither  Company nor any  Subsidiary has (or will
incur)  direct or  indirect  liability  or is (or will be)  subject to any loss,
assessment,  excise tax penalty,  loss of federal  income tax deduction or other
sanction,  arising on account of or in respect of any direct or indirect failure
by Parent, Company, any Subsidiary or the Stockholders, at any time prior to the
Closing  Date,  to comply with any such  federal or state  benefit  continuation
requirement,  which is capable of being assessed or asserted before or after the
Closing Date directly or indirectly  against  Parent,  Company or any Subsidiary
with respect to such group health plans;

     (f) neither  Company nor any  Subsidiary  now is nor has it been within the
past five years a member of a  "controlled  group" as  defined in ERISA  Section
4001(a)(14);

     (g)  there  is no  pending  litigation,  arbitration,  or  disputed  claim,
settlement or adjudication proceeding,  and to Company's knowledge,  there is no
threatened litigation, arbitration or disputed claim, settlement or adjudication
proceeding,  or any  governmental or other  proceeding,  or  investigation  with
respect to any Plan, or with respect to any fiduciary, administrator, or sponsor
thereof (in their capacities as such), or any party in interest thereof;

     (h) the Company  Financial  Statements as of the Balance Sheet Date reflect
the approximate total pension,  medical and other benefit expense for all Plans,
and no material funding changes or  irregularities  are reflected  thereon which
would cause such Company Financial  Statements to be not  representative of most
prior periods; and

     (i) neither Company nor any Subsidiary has incurred liability under Section
4062 of ERISA.

                                       15
<PAGE>
     4.22 Conformity with Law; Litigation.

     (a)  Neither  Company  nor any  Subsidiary  is in  violation  of any law or
regulation or under any order of any court or federal, state, municipal or other
governmental  department,  commission,  board, bureau, agency or instrumentality
having jurisdiction which would have a Material Adverse Effect. Company and each
Subsidiary  has  conducted  and are  conducting  their  business in  substantial
compliance with the requirements,  standards,  criteria and conditions set forth
in applicable federal, state and local statutes, ordinances,  permits, licenses,
orders, approvals,  variances,  rules and regulations and is not in violation of
any of the foregoing which might have a Material Adverse Effect.

     (b) No officer,  director or  stockholder  of Company or Parent has, at any
time: (i) committed any criminal act (except for minor traffic violations); (ii)
engaged in acts of fraud,  gross negligence or moral turpitude;  (iii) filed for
personal  bankruptcy;  or (iv) been an officer,  director,  manager,  trustee or
controlling  shareholder  of a company that filed for  bankruptcy  or Chapter 11
protection while he held such position or within two years thereafter.

     (c) There are no claims, actions, suits or proceedings,  pending or, to the
knowledge of Company,  threatened against or affecting Company or any Subsidiary
at law or in equity,  or before or by any  federal,  state,  municipal  or other
governmental  department,  commission,  board, bureau, agency or instrumentality
having  jurisdiction  over  it and no  notice  of any  claim,  action,  suit  or
proceeding,  whether  pending or  threatened,  has been  received.  There are no
judgments,  orders,  injunctions,   decrees,  stipulations  or  awards  (whether
rendered by a court or administrative  agency or by arbitration) against Company
or any Subsidiary or against any of their respective properties or business.

     4.23 Restrictive  Covenants.  Neither Company nor any Subsidiary is a party
to or bound or affected by any commitment,  agreement or document containing any
covenant  limiting the freedom of Company or a Subsidiary to compete in any line
of business,  transfer or move any of its assets or  operations or which does or
would  reasonably  expected  to  materially  or  adversely  affect the  business
practices,  operations or conditions of Company, any Subsidiary or the Surviving
Company.

     4.24 Taxes.

         (a)

               (i) Company and each Subsidiary  timely filed all Tax Returns due
          on or  before  the  Closing  Date and all such Tax  Returns  are true,
          correct and complete in all respects.

               (ii)  Company  and each  Subsidiary  has paid in full on a timely
          basis all Taxes owed by it, whether or not shown on any Tax Return.

               (iii) The amount of Company's and all Subsidiaries' liability for
          unpaid Taxes as of the Balance Sheet Date did not exceed the amount of
          the current  liability  accruals  for Taxes  (excluding  reserves  for


                                       16
<PAGE>
          deferred Taxes) shown on the Interim Balance Sheet,  and the amount of
          Company's  and all  Subsidiaries'  liability  for unpaid Taxes for all
          periods or portions  thereof ending on or before the Closing Date will
          not exceed  the amount of the  current  liability  accruals  for Taxes
          (excluding reserves for Deferred Taxes) as such accruals are reflected
          on the books and records of Company on the Closing Date.

               (iv) There are no ongoing  examinations or claims against Company
          or any Subsidiary for Taxes,  and no notice of any audit,  examination
          or claim for Taxes, whether pending or threatened, has been received.

               (v) Company has had a taxable  year ended on December 31, in each
          year since its formation.

               (vi) Company and each Subsidiary  currently  utilizes the accrual
          method of  accounting  for  income  Tax  purposes  and such  method of
          accounting has not changed in the past 10 years.  Neither  Company nor
          any  Subsidiary  has agreed to, and neither is or will be required to,
          make any adjustments under Code Section 481(a) as a result of a change
          in accounting methods.

               (vii) Company and each  Subsidiary  has withheld and paid over to
          the proper  governmental  authorities  all Taxes required to have been
          withheld and paid over,  and complied with all  information  reporting
          and backup withholding requirements, including maintenance of required
          records with respect  thereto,  in connection with amounts paid to any
          employee, independent contractor, creditor or third party.

               (viii)  Copies of (A) any Tax  examinations,  (B)  extensions  of
          statutory  limitations  for the  collection or assessment of Taxes and
          (C) the Tax Returns of Company and each  Subsidiary  for the last five
          fiscal years have been made available to Purchaser.

               (ix) There are (and as of immediately following the Closing there
          will be) no Liens on the assets of Company or any Subsidiary  relating
          to or attributable to Taxes.

               (x) To Company's  knowledge,  there is no basis for the assertion
          of any claim relating to or  attributable to Taxes which, if adversely
          determined,  would  result in any Lien on the assets of Company or any
          Subsidiary or otherwise have a Material Adverse Effect.

               (xi) There are no contracts,  agreements,  plans or arrangements,
          including  but  not  limited  to the  provisions  of  this  Agreement,
          covering any employee or former  employee of Company or any Subsidiary
          that, individually or collectively, could give rise to any payment (or
          portion  thereof)  that would not be  deductible  pursuant to Sections
          280G, 404 or 162 of the Code.

                                       17
<PAGE>
               (xii)  Neither  Company nor any  Subsidiary is or has been at any
          time,  a party  to a tax  sharing,  tax  indemnity  or tax  allocation
          agreement,  and neither Company nor any Subsidiary has assumed the tax
          liability of any other person under contract.

               (xiii) Company's and its  Subsidiaries' tax basis in their assets
          for purposes of  determining  future  amortization,  depreciation  and
          other  federal  income  tax  deductions  is  accurately  reflected  on
          Company's tax books and records.

         (b)  For purposes of this Agreement:

               (i) the term "Tax" shall include any tax or similar  governmental
          charge,  impost or levy (including  without  limitation  income taxes,
          franchise taxes, transfer taxes or fees, sales taxes, use taxes, gross
          receipt taxes, value added taxes,  employment taxes,  excise taxes, ad
          valorem  taxes,  property  taxes,  withholding  taxes,  payroll taxes,
          minimum  taxes or windfall  profit  taxes)  together  with any related
          penalties,  fines,  additions to tax or interest imposed by the United
          States  or  any  state,   county,   local  or  foreign  government  or
          subdivision or agency thereof; and

               (ii) the term "Tax Return" shall mean any return  (including  any
          information  return),  report,  statement,   schedule,  notice,  form,
          estimate or declaration of estimated tax relating to or required to be
          filed  with  any   governmental   authority  in  connection  with  the
          determination, assessment, collection or payment of any tax.

     4.25  Absence of Changes.  Since the Balance  Sheet Date,  Company and each
Subsidiary  has conducted its business in the ordinary  course and there has not
been:

     (a)  any  material  adverse  change  in the  financial  condition,  assets,
liabilities  (contingent  or  otherwise),  income or  business of Company or any
Subsidiary;

     (b) any damage,  destruction  or loss (whether or not covered by insurance)
adversely affecting the properties or business of Company or any Subsidiary;

     (c) any change in the authorized capital of Company or any Subsidiary or in
its outstanding securities or any change in its ownership interests or any grant
of any options, warrants, calls, conversion rights or commitments;

     (d) any  declaration or payment of any dividend or  distribution in respect
of the capital stock,  or any direct or indirect  redemption,  purchase or other
acquisition of any of the capital stock of Company or any Subsidiary (except for
dividends or distributions to Company by a Subsidiary);

     (e) any  increase in the  compensation,  bonus,  sales  commissions  or fee
arrangements payable or to become payable by Company or any Subsidiary to any of
its officers, directors, stockholders,  employees, consultants or agents, except
for  ordinary  and  customary  bonuses and salary  increases  for  employees  in
accordance with past practice;

     (f) any work  interruptions,  labor  grievances  or  claims  filed,  or any
similar event or condition of any  character,  which has had a Material  Adverse
Effect;

                                       18
<PAGE>
     (g) any  sale or  transfer,  or any  agreement  to  sell or  transfer,  any
material assets,  property or rights of Company or any Subsidiary to any person,
including without limitation the Stockholders and their affiliates;

     (h) any  cancellation,  or agreement to cancel,  any  indebtedness or other
obligation owing to Company or any Subsidiary,  including without limitation any
indebtedness or obligation of the  Stockholders and their  affiliates,  provided
that Company or any  Subsidiary  may negotiate and adjust bills in the course of
good faith disputes with customers in a manner consistent with past practice;

     (i) any plan,  agreement or arrangement granting any preferential rights to
purchase  or acquire any  interest  in any of the assets,  property or rights of
Company or any Subsidiary or requiring  consent of any party to the transfer and
assignment of any such assets, property or rights;

     (j) any purchase or  acquisition  of, or agreement,  plan or arrangement to
purchase or acquire,  any  property,  rights or assets  outside of the  ordinary
course of business of Company or any Subsidiary;

     (k)  any  waiver  of any  material  rights  or  claims  of  Company  or any
Subsidiary;

     (l)  any  breach,  amendment  or  termination  of  any  material  contract,
agreement,  license, permit or other right to which Company or any Subsidiary is
a party;

     (m) any  transaction  by Company or any  Subsidiary  outside  the  ordinary
course of business;

     (n)  any  capital   commitment  by  Company  or  any   Subsidiary,   either
individually or in the aggregate, exceeding $25,000;

     (o) any change in accounting methods or practices  (including any change in
depreciation or amortization  policies or rates) by Company or any Subsidiary or
the revaluation by Company or any Subsidiary of any of its assets;

     (p) any creation or assumption by Company of any mortgage, pledge, security
interest or lien or other  encumbrance  on any asset  (other than liens  arising
under existing lease financing arrangements which are not material and liens for
Taxes not yet due and payable);

     (q)  any  entry  into,   amendment  of,   relinquishment,   termination  or
non-renewal  by Company or any  Subsidiary of any contract,  lease  transaction,
commitment or other right or obligation  requiring aggregate payments by Company
and its Subsidiaries in excess of $25,000;

                                       19
<PAGE>
     (r) any  loan  by  Company  or any  Subsidiary  to any  person  or  entity,
incurring  by  Company,  of any  indebtedness,  guaranteeing  by  Company or any
Subsidiary  of any  indebtedness,  issuance  or sale of any debt  securities  of
Company or any Subsidiary or guaranteeing of any debt securities of others;

     (s) the  commencement  or notice  or, to the  knowledge  of  Company or any
Subsidiary,  threat of commencement,  of any lawsuit or proceeding  against,  or
investigation of, Company or any Subsidiary or any of their respective  affairs;
or

     (t) any  negotiation  or  agreement  by  Company or any  Subsidiary  or any
officer or employee  thereof to do any of the things  described in the preceding
clauses  (a)  through  (s)  (other  than  negotiations  with  Purchaser  and its
representatives regarding the transactions contemplated by this Agreement).

     4.26  Deposit  Accounts;  Powers of  Attorney.  Schedule  4.26 sets forth a
complete and accurate list as of the date of this Agreement, of:

     (a)  the  name  of each  financial  institution  in  which  Company  or any
Subsidiary has any account or safe deposit box;

     (b) the names in which the accounts or boxes are held;

     (c) the type of account;

     (d) the name of each  person  authorized  to draw  thereon  or have  access
thereto; and

     (e) the name of each person,  corporation,  firm or other entity  holding a
general or special  power of  attorney  from  Company  or any  Subsidiary  and a
description of the terms of such power.

     4.27 Environmental Matters.

     (a) Hazardous Material. To the knowledge of Company, no underground storage
tanks  and  no  amount  of  any  substance  that  has  been  designated  by  any
Governmental Entity or by applicable  federal,  state, local or other applicable
law to be radioactive,  toxic,  hazardous or otherwise a danger to health or the
environment,   including,   without  limitation,   PCBs,  asbestos,   petroleum,
urea-formaldehyde  and all substances listed as hazardous substances pursuant to
the Comprehensive  Environmental  Response,  Compensation,  and Liability Act of
1980, as amended,  or defined as a hazardous waste pursuant to the United States
Resource  Conservation and Recovery Act of 1976, as amended, and the regulations
promulgated  pursuant to said laws, but excluding office and janitorial supplies
properly and safely maintained (a "Hazardous  Material"),  are present in, on or
under any property,  including the land and the  improvements,  ground water and
surface water  thereof,  that Company or any  Subsidiary  has at any time owned,
operated,  occupied  or  leased.  To the  knowledge  of  Company,  there  are no
identifies  all  known  underground  and  aboveground  storage  tanks,  and  the


                                       20
<PAGE>
capacity,  age, and contents of such tanks,  located on Real  Property  owned or
leased by Company or any Subsidiary.

     (b)  Hazardous  Materials  Activities.  To the  knowledge  of the  Company,
neither  the  Company  nor  any  Subsidiary  has  transported,   stored,   used,
manufactured,  disposed of or released, or exposed their employees or others to,
Hazardous  Materials  in violation of any law in effect on or before the Closing
Date,  nor has Company nor any  Subsidiary  disposed of,  transported,  sold, or
manufactured any product containing a Hazardous Material (collectively, "Company
Hazardous Materials Activities") in violation of any rule, regulation, treaty or
statute  promulgated by any Governmental  Entity in effect prior to or as of the
date  hereof  to  prohibit,  regulate  or  control  Hazardous  Materials  or any
Hazardous Material Activity.

     (c)  Permits.   The  Company  and  each  Subsidiary   currently  holds  all
environmental  approvals,   permits,  licenses,  clearances  and  consents  (the
"Environmental Permits") necessary for the conduct of Company Hazardous Material
Activities and other business of Company and its Subsidiaries as such activities
and business are currently being  conducted.  All  Environmental  Permits are in
full force and effect.  Company and each  Subsidiary (A) is in compliance in all
material respects with all terms and conditions of the Environmental Permits and
(B) is in  compliance  in all  material  respects  with all  other  limitations,
restrictions,  conditions, standards, prohibitions,  requirements,  obligations,
schedules  and  timetables  contained in the laws of all  Governmental  Entities
relating to  pollution  or  protection  of the  environment  or contained in any
regulation, code, plan, order, decree, judgment, notice or demand letter issued,
entered,  promulgated or approved thereunder. To Company's knowledge,  there are
no  circumstances  that may prevent or  interfere  with such  compliance  in the
future.

     (d)   Environmental   Liabilities.   No  action,   proceeding,   revocation
proceeding, amendment procedure, writ, injunction or claim is pending, or to the
knowledge of Company,  threatened concerning any Environmental Permit, Hazardous
Material  or any  Company  Hazardous  Materials  Activity.  There are no past or
present actions,  activities,  circumstances,  conditions,  events, or incidents
that could  involve  Company or any  Subsidiary  (or any person or entity  whose
liability Company or any Subsidiary has retained or assumed,  either by contract
or operation of law) in any environmental  litigation, or impose upon Company or
any  Subsidiary  (or  any  person  or  entity  whose  liability  Company  or any
Subsidiary has retained or assumed,  either by contract or operation of law) any
environmental   liability  including,   without  limitation,   common  law  tort
liability.

     4.28 Relations  with  Governments.  Neither  Company nor any Subsidiary has
made, offered or agreed to offer anything of value to any governmental official,
political party or candidate for government  office,  nor has it otherwise taken
any action that would cause  Company to be in violation  of the Foreign  Corrupt
Practices Act of 1977, as amended, or any law of similar effect.

     4.29  Disclosure.  The Company has delivered to Purchaser true and complete
copies of each agreement,  contract,  commitment or other document (or summaries
thereof)  that is referred to in the  Schedules  or that has been  requested  in
writing  by  Purchaser.  Without  limiting  any  exclusion,  exception  or other


                                       21
<PAGE>
limitation  contained in any of the  representations and warranties made herein,
this  Agreement,  the Schedules  hereto and all other  documents and information
furnished to Purchaser and its  representatives  pursuant hereto do not and will
not include any untrue  statement of a material fact or omit to state a material
fact  necessary  to make the  statements  therein not  misleading.  If Parent or
Company  becomes  aware  of any  fact  or  circumstance  which  would  change  a
representation  or  warranty  of  Parent or  Company  in this  Agreement  or any
representation  made on behalf of Parent or  Company,  Parent or  Company  shall
immediately give notice of such fact or circumstance to Purchaser. However, such
notification shall not relieve Parent or Company of their respective obligations
under  this  Agreement,  and at the sole  option  of  Purchaser,  the  truth and
accuracy of any and all warranties and representations of Parent and Company, at
the date of this  Agreement and as of the Closing Date,  shall be a precondition
to the consummation of this Agreement.

     4.30  Affiliates.  Parent  is the only  person  who is,  in the  reasonable
judgment  of Company,  an  affiliate  of Company  within the meaning of Rule 405
promulgated  under the  Securities  Act of 1933,  as amended (the "1933 Act") or
Rule 12b-2  promulgated  under the  Securities  Exchange Act of 1934, as amended
(each such person an "Affiliate").

     4.31  Location of Chief  Executive  Offices.  Schedule  4.31 sets forth the
location of Company's and each Subsidiary's chief executive offices.

     4.32 Location of Equipment and Inventory.  All Inventory and Equipment held
on the date  hereof by Company  and each  Subsidiary  are  located at one of the
locations shown on Schedule 4.32. For purposes of this  Agreement,  (a) the term
"Inventory"  shall mean any  "inventory"  as such term is defined in the Uniform
Commercial  Code as in effect on the date hereof in the State of California (the
"Cal. U.C.C.") owned by Company or any Subsidiary as of the date hereof, and, in
any  event,  shall  include,  but  shall not be  limited  to,  all  merchandise,
inventory and goods, and all additions,  substitutions and replacements thereof,
wherever  located,  together with all goods,  supplies,  incidentals,  packaging
materials,   labels,   materials   and  any  other   items  used  or  usable  in
manufacturing,  processing,  packaging  or  shipping  same;  in  all  stages  of
production,  and all proceeds therefrom; and (b) the term "Equipment" shall mean
any "equipment," as such term is defined in the Cal.U.C.C. in effect on the date
hereof,  owned by Company or any Subsidiary,  and, in any event,  shall include,
but shall not be limited to, all machinery, equipment, furnishings, fixtures and
vehicles owned by Company or any Subsidiary, wherever located, together with all
attachments,  components,  parts, equipment and accessories installed thereon or
affixed thereto.

     4.33 Accredited Investor.  Parent is an "accredited  investor" as that term
is defined in Rule  501(a)  promulgated  under the 1933 Act;  is  acquiring  the
Purchaser  Common Stock for investment  purposes only, for the account of Parent
and  not  with  the  view  to  any  resale  or  distribution   thereof;  is  not
participating,  directly or  indirectly,  in an  underwriting  of such Purchaser
Common  Stock;  and will not take,  or cause to be taken,  any action that would
cause itself or its  stockholders to be deemed an  "underwriter,"  as defined in
Section 2(a)(11) of the 1933 Act, of such Purchaser Common Stock.

                                       22
<PAGE>
     5. REPRESENTATIONS OF PURCHASER

     To induce Parent and Company to enter into this  Agreement  and  consummate
the  transactions  contemplated  hereby,  Purchaser  represents  and warrants to
Parent and Company as follows:

     5.1 Due  Organization.  Purchaser is a corporation duly organized,  validly
existing and in good  standing  under the laws of the State of Delaware,  and is
duly authorized,  qualified and licensed under all applicable laws, regulations,
ordinances  and  orders  of public  authorities  to own,  operate  and lease its
properties  and to carry on its  business in the places and in the manner as now
conducted,  except where the failure to be so authorized,  qualified or licensed
would not have a material adverse effect on Purchaser. Copies of the articles or
certificate  of  incorporation  and the bylaws,  each as amended,  of  Purchaser
(collectively,  the "Purchaser  Charter  Documents") have been made available to
Company. Purchaser is not in violation of any Purchaser Charter Document.

     5.2  Purchaser  Common  Stock.  The shares of Purchaser  Common Stock to be
delivered to Parent at the Closing Date,  when delivered in accordance  with the
terms of this Agreement,  will be valid and legally issued shares of Purchaser's
capital stock, fully paid and nonassessable.

     5.3  Authorization;   Validity  of  Obligations.   The  representatives  of
Purchaser  executing  this  Agreement  have all  requisite  corporate  power and
authority  to enter  into and bind  Purchaser  to the  terms of this  Agreement.
Purchaser has the full legal right, power and corporate  authority to enter into
this  Agreement  and the  transactions  contemplated  hereby.  The execution and
delivery of this Agreement by Purchaser and the  performance by Purchaser of the
transactions  contemplated  herein have been duly and validly  authorized by the
Board of Directors of  Purchaser,  and this  Agreement has been duly and validly
authorized by all necessary  corporate action.  This Agreement is a legal, valid
and binding obligation of Purchaser enforceable in accordance with its terms.

     5.4  No  Conflicts.  The  execution,   delivery  and  performance  of  this
Agreement,  the  consummation of the  transactions  contemplated  hereby and the
fulfillment of the terms hereof will not:

     (a) conflict  with,  or result in a breach or  violation  of the  Purchaser
Charter Documents;

     (b) subject,  until the time of Closing,  to compliance with any agreements
between  Purchaser  and its lenders,  conflict  with, or result in a default (or
would  constitute a default but for a requirement  of notice or lapse of time or
both) under any document,  agreement or other instrument to which Purchaser is a
party or by which Purchaser is bound, or result in the creation or imposition of
any lien, charge or encumbrance on any of Purchaser's properties pursuant to (i)
any law or regulation to which  Purchaser or any of its property is subject,  or
(ii) any  judgment,  order or decree to which  Purchaser  is bound or any of its
property is subject;

                                       23
<PAGE>
     (c)  result  in  termination  or any  impairment  of any  material  permit,
license, franchise, contractual right or other authorization of Purchaser; or

     (d) violate any law, order, judgment, rule, regulation, decree or ordinance
to which  Purchaser  is subject,  or by which  Purchaser  is bound,  (including,
without  limitation,  the HSR Act,  together  with  all  rules  and  regulations
promulgated thereunder).

 6.    COVENANTS

     6.1 Tax Matters.

     (a) The following  provisions shall govern the allocation of responsibility
as  between  Parent  and the  Surviving  Corporation  for  certain  tax  matters
following the Closing Date:

               (i)  Parent  shall  prepare or cause to be  prepared  and file or
          cause to be filed,  within the time and in the manner provided by law,
          all Tax Returns of Company  (which for  purposes  of this  Section 6.1
          shall include all  Subsidiaries)  for all periods  ending on or before
          the Closing Date that are due after the Closing Date. Parent shall pay
          to the  Surviving  Corporation  on or before  the due date of such Tax
          Returns  the amount of all Taxes  shown as due on such Tax  Returns to
          the extent that such Taxes are not reflected in the current  liability
          accruals for Taxes  (excluding  reserves for deferred  Taxes) shown on
          Company's books and records as of the Closing Date. Such Returns shall
          be  prepared  and filed in  accordance  with  applicable  law and in a
          manner  consistent  with past  practices  and shall be  subject to the
          reasonable review and approval by Purchaser.  To the extent reasonably
          requested by Parent or required by law,  Purchaser  and the  Surviving
          Corporation  shall  participate in the filing of any Tax Returns filed
          pursuant to this paragraph.

               (ii)  The  Surviving  Corporation  shall  prepare  or cause to be
          prepared and file or cause to be filed any Tax Returns for Tax periods
          which begin  before the Closing  Date and end after the Closing  Date.
          Parent shall pay to the Surviving Corporation within fifteen (15) days
          after the date on which Taxes are paid with respect to such periods an
          amount equal to the portion of such Taxes which relates to the portion
          of such taxable  period  ending on the Closing Date to the extent such
          Taxes are not  reflected in the current  liability  accruals for Taxes
          (excluding  reserves for deferred  Taxes) shown on Company's books and
          records as of the Closing  Date.  For purposes of this Section 6.1, in
          the case of any Taxes that are  imposed  on a  periodic  basis and are
          payable for a taxable  period that  includes (but does not end on) the
          Closing Date,  the portion of such Tax which relates to the portion of
          such taxable  period  ending on the Closing Date shall (x) in the case
          of any Taxes  other  than  Taxes  based  upon or  related to income or
          receipts,  be  deemed  to be the  amount  of such  Tax for the  entire
          taxable period  multiplied by a fraction the numerator of which is the
          number of days in the taxable  period  ending on the Closing  Date and
          the  denominator  of which is the number of days in the entire taxable
          period, and (y) in the case of any Tax based upon or related to income
          or  receipts be deemed  equal to the amount  which would be payable if
          the relevant  taxable  period ended on the Closing  Date.  Any credits
          relating to a taxable  period  that  begins  before and ends after the


                                       24
<PAGE>
          Closing  Date  shall be taken  into  account  as though  the  relevant
          taxable period ended on the Closing Date. All determinations necessary
          to give effect to the foregoing  allocations shall be made in a manner
          consistent with prior practice of the Surviving Corporation.

               (iii)  Purchaser  and the Surviving  Corporation  on one part and
          Parent on the another part shall (A)  cooperate  fully,  as reasonably
          requested,  in  connection  with the  preparation  and  filing  of Tax
          Returns  pursuant  to this  Section 6.1 and any audit,  litigation  or
          other  proceeding  with  respect to Taxes;  (B) make  available to the
          other, as reasonably requested, all information,  records or documents
          with  respect to Tax  matters  pertinent  to Company  for all  periods
          ending  prior to or  including  the  Closing  Date;  and (C)  preserve
          information, records or documents relating to tax matters pertinent to
          Company that is in their  possession  or under their control until the
          expiration  of any  applicable  statute of  limitations  or extensions
          thereof.

               (iv) Parent shall timely pay all  transfer,  documentary,  sales,
          use,  stamp,  registration  and other Taxes and fees  arising  from or
          relating  to the  transactions  contemplated  by this  Agreement,  and
          Parent shall,  at its own expense,  file all necessary Tax Returns and
          other  documentation  with respect to all such transfer,  documentary,
          sales, use, stamp, registration, and other Taxes and fees. If required
          by applicable law,  Purchaser and the Surviving  Corporation will join
          in the execution of any such Tax Returns and other documentation.

     6.2 Accounts Receivable.  Purchaser and the Surviving  Corporation will use
their  reasonable best efforts to collect the Accounts  Receivable.  Any amounts
received by the Surviving  Corporation for a particular  Account  Receivable (i)
that was not originally collected within ninety (90) days after the day on which
it  became  due and  payable  and  (ii) for  which  Purchaser  or the  Surviving
Corporation  has not  received  indemnification  pursuant to Article 9, shall be
applied  against  amounts due on that  particular  Account  Receivable  and such
amount shall be subtracted  from the aggregate  amount of Damages on the date of
collection  of such Account  Receivable.  Any amounts  received by the Surviving
Corporation  for a particular  Account  Receivable  (i) that was not  originally
collected  within  ninety  (90) days  after  the day on which it became  due and
payable and (ii) for which  Purchaser or the Surviving  Corporation has received
indemnification  pursuant  to  Article  9, shall be  remitted  to Parent  within
fifteen (15) days of receipt by the Surviving Corporation.

     6.3 Related Party  Agreements.  Company and/or Parent,  as the case may be,
shall terminate any Related Party Agreements that Purchaser  requests Company or
Parent to terminate in writing.

                                       25
<PAGE>
     6.4 Cooperation; Delayed Deliveries.

     (a) The Company,  Parent,  and Purchaser  shall each deliver or cause to be
delivered to the other on the Closing  Date,  and at such other times and places
as shall be reasonably  agreed to, such  instruments as the other may reasonably
request for the purpose of carrying out this Agreement. In connection therewith,
if required,  the president or chief financial  officer of Company shall execute
any documentation  reasonably required by Purchaser's Accountants (in connection
with the Purchaser's Accountants' future audits of Company).

     (b) Parent and Company shall cooperate and use their reasonable  efforts to
have  the  present  officers,   directors  and  employees  of  Company  and  its
Subsidiaries  cooperate  with  Purchaser  on  and  after  the  Closing  Date  in
furnishing information,  evidence,  testimony and other assistance in connection
with any filing obligations,  actions, proceedings,  arrangements or disputes of
any nature  with  respect  to matters  pertaining  to all  periods  prior to the
Closing Date.

     (c) Each party  hereto  shall  cooperate  in  obtaining  all  consents  and
approvals required under this Agreement to effect the transactions  contemplated
hereby.

     (d) The Company,  Parent,  and  Purchaser  shall file all notices and other
information and documents  required under the HSR Act as promptly as practicable
after the date hereof.

     6.5 Conduct of Business  Pending  Closing.  Between the date hereof and the
Closing  Date,  Company  (which  includes each  Subsidiary  for purposes of this
Section 6.5) will (except as requested or agreed by Purchaser):

     (a)  carry on its  business  in  substantially  the same  manner  as it has
heretofore and not introduce any material new method of management, operation or
accounting;

     (b) maintain its  properties  and  facilities,  including  those held under
leases, in as good working order and condition as at present,  ordinary wear and
tear excepted;

     (c)  perform  all  of  its  obligations  under  agreements  relating  to or
affecting its respective assets, properties or rights;

     (d) keep in full  force and  effect  present  insurance  policies  or other
comparable insurance coverage;

     (e) use all  commercially  reasonable  efforts to maintain and preserve its
business  organization intact, retain its present officers and key employees and
maintain its relationships  with suppliers,  vendors,  customers,  creditors and
others having business relations with it;

                                       26
<PAGE>
     (f) maintain  compliance  with all permits,  laws,  rules and  regulations,
consent orders, and all other orders of applicable courts,  regulatory  agencies
and similar governmental authorities;

     (g) maintain  present debt and lease  instruments and not enter into new or
amended debt or lease instruments; and

     (h) maintain  present  salaries  and  commission  levels for all  officers,
directors,  employees,  agents,  representatives  and  independent  contractors,
except for ordinary and  customary  bonuses and salary  increases  for employees
(other than  employees who are also  stockholders  of Parent in accordance  with
past practice.

     6.6  Access to  Information.  Between  the date of this  Agreement  and the
Closing  Date,  Parent and Company will afford to the  officers  and  authorized
representatives of Purchaser access to (i) all of the sites,  properties,  books
and records of Company and each  Subsidiary and (ii) such  additional  financial
and operating  data and other  information  as to the business and properties of
Company  and each  Subsidiary  as  Purchaser  may from  time to time  reasonably
request,  including  without  limitation,  access  upon  reasonable  request  to
Company's and each Subsidiary's  employees,  customers,  vendors,  suppliers and
creditors for due diligence inquiry. No information or knowledge obtained in any
investigation  pursuant to this  Section 6.6 shall affect or be deemed to modify
any  representation or warranty contained in this Agreement or the conditions to
the obligations of the parties to consummate the Stock Purchase.

     6.7  Prohibited  Activities.  Between the date hereof and the Closing Date,
neither  Company nor any Subsidiary  will,  without the prior written consent of
Purchaser:

     (a) make any change in their articles or certificate  of  incorporation  or
bylaws, or authorize or propose the same;

     (b) issue, deliver or sell, authorize or propose the issuance,  delivery or
sale  of  any  securities,   options,  warrants,  calls,  conversion  rights  or
commitments  relating to their  securities  of any kind, or authorize or propose
any change in its equity  capitalization,  or issue or authorize the issuance of
any debt securities;

     (c) declare or pay any dividend, or make any distribution (whether in cash,
stock or property) in respect of its stock whether now or hereafter outstanding,
or split,  combine or reclassify  any of its capital stock or issue or authorize
the  issuance  of  any  other  securities  in  respect  of,  in  lieu  of  or in
substitution  for shares of its capital stock, or purchase,  redeem or otherwise
acquire or retire for value any shares of its stock;

     (d) enter into any  contract or  commitment  or incur or agree to incur any
liability  or make any capital  expenditures,  or  guarantee  any  indebtedness,
except in the ordinary course of business and consistent with past practice,  in
an amount in excess of  $25,000,  including  contracts  to provide  services  to
customers;

                                       27
<PAGE>
     (e) increase the compensation  payable or to become payable to any officer,
director,  stockholder of Parent or Company, employee, agent,  representative or
independent  contractor;  make any bonus or  management  fee payment to any such
person;  make any loans or advances;  adopt or amend any Company Plan or Company
Benefit Arrangement; or grant any severance or termination pay;

     (f) create or assume any mortgage, pledge or other lien or encumbrance upon
any assets or properties whether now owned or hereafter acquired;

     (g) sell,  assign,  lease,  pledge or otherwise  transfer or dispose of any
property or equipment except in the ordinary course of business  consistent with
past practice;

     (h)  acquire  or  negotiate  for the  acquisition  of (by  stock  purchase,
consolidation,  purchase of a substantial  portion of assets or  otherwise)  any
business or the start-up of any new business,  or otherwise  acquire or agree to
acquire any assets  that are  material,  individually  or in the  aggregate,  to
Company;

     (i) merge or consolidate or agree to merge or consolidate  with or into any
other corporation;

     (j) waive any  material  rights or  claims of  Company  or any  Subsidiary,
provided  that the Company may  negotiate and adjust bills in the course of good
faith disputes with customers in a manner consistent with past practice;

     (k)  commit a  breach  of or amend or  terminate  any  material  agreement,
permit, license or other right;

     (l) enter into any other  transaction  (i) that is not  negotiated at arm's
length with a third party not  affiliated  with Company or any Subsidiary or any
officer,  director or  stockholder  of Company or any Subsidiary or (ii) outside
the  ordinary  course  of  business  consistent  with  past  practice  or  (iii)
prohibited hereunder;

     (m) commence a lawsuit other than for routine collection of bills;

     (n) revalue any of its assets,  including without limitation,  writing down
the value of inventory or writing off notes or accounts receivable other than in
the ordinary course of business consistent with past practice;

     (o) make any tax election other than in the ordinary course of business and
consistent with past practice, change any tax election, adopt any tax accounting
method other than in the ordinary  course of business and  consistent  with past
practice,  change any tax accounting method, file any Tax Return (other than any
estimated tax returns, payroll tax returns, withholding tax returns or sales tax
returns) or any  amendment  to a Tax Return,  enter into any closing  agreement,
settle any tax claim or  assessment,  or consent to any tax claim or assessment,
without the prior written consent of Purchaser; or

                                       28
<PAGE>
     (p) take, or agree (in writing or  otherwise)  to take,  any of the actions
described in Sections  6.7(a) through (o) above,  or any action which would make
any of the  representations  and  warranties of Parent and Company  contained in
this Agreement untrue or result in any of the conditions set forth in Articles 7
and 8 not being satisfied.

     6.8 Sales of Purchaser Common Stock.

     (a)Parent  acknowledges  and agrees that  Purchaser will not provide Parent
with a prospectus  for  Parent's  use in selling the shares of Purchaser  Common
Stock to be  received by Parent in the Stock  Purchase,  and agrees to sell such
shares only in  accordance  with the  requirements,  if any, of Rule 144 or Rule
145(d)  promulgated  under the 1933 Act, as applicable.  Purchaser  acknowledges
that the  provisions of this Section  6.8(a) will be satisfied as to any sale by
Parent of the  Purchaser  Common Stock Parent may acquire  pursuant to the Stock
Purchase  pursuant to Rule 144 or Rule  145(d)  under the  Securities  Act, by a
broker's  letter and a letter from Parent with respect to that sale stating that
the  applicable  requirements  of Rule  144(c),  (d),  (e),  (f) and (h) or Rule
145(d)(1)  have been met or are  inapplicable  by virtue  of Rule  144(k),  Rule
145(d)(2) or Rule 145(d)(3), provided, however, that Purchaser has no reasonable
basis  to  believe  that  such  sales  were  not made in  compliance  with  such
provisions  of Rule 144 or Rule 145(d) and subject to any changes in Rule 144 or
Rule 145 after the date of this Agreement.

     (b)The  certificate  or  certificates  evidencing  the shares of  Purchaser
Common  Stock  to be  delivered  to  Parent  in the  Stock  Purchase  will  bear
restrictive legends substantially in the following forms: THE SHARES REPRESENTED
BY THIS  CERTIFICATE  WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  APPLIES. THESE SHARES MAY ONLY BE
TRANSFERRED  PURSUANT TO A REGISTRATION  STATEMENT COVERING THE TRANSFER OF SUCH
SHARES OR A VALID EXEMPTION FROM REGISTRATION."

     6.9 Access to Information in Log Files. From and after the Closing, Company
will make available to Parent information contained in the log files relating to
the Site.  Parent  agrees to retain such  Information  in confidence to only use
such Information for Parent's internal business proposes.

     6.10 Royalty for Site Foreign  Language  Capability.  The Parent shall have
the right to create a site  exactly  the same as the Site except that it must be
in a language  other  than  English  (the  "Foreign  Site").  The Parent has the
exclusive  right to sell  advertising  or create  other forms of income from the
Foreign  Site.  Parent  shall pay to  Company a royalty  equal to 10% of the net
income derived from sales effected  through the Foreign Site. Such royalty shall
be payable on account of such sales effected  during such time that Purchaser or
Company owns the Foreign  Site.  The Company shall have a right of first refusal
to purchase the Foreign Site.

                                       29
<PAGE>
7.     CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PURCHASER

     The obligations of Purchaser to effect the Stock Purchase is subject to the
satisfaction  or  waiver,  before  the date for such loan and on or  before  the
Closing Date, as applicable, to the following conditions and deliveries:

     7.1 Representations and Warranties;  Performance of Obligations. All of the
representations and warranties of Parent and Company contained in this Agreement
shall be true,  correct and complete on and as of the Closing Date with the same
effect as though such  representations and warranties had been made on and as of
such date;  all of the  terms,  covenants,  agreements  and  conditions  of this
Agreement to be complied  with,  performed or satisfied by Parent and Company on
or before the Closing  Date shall have been duly  complied  with,  performed  or
satisfied;  and a certificate to the foregoing effect dated the Closing Date and
signed on behalf of Parent and Company shall have been delivered to Purchaser.

     7.2 No Litigation. No temporary restraining order, preliminary or permanent
injunction or other order issued by any court of competent jurisdiction or other
legal or regulatory restraint or provision challenging  Purchaser's  acquisition
of the  Company  Stock,  or  limiting  or  restricting  Purchaser's  conduct  or
operation of the business of Company (or its own businesses) following the Stock
Purchase  shall  be  in  effect,   nor  shall  any  proceeding   brought  by  an
administrative   agency  or  commission  or  other  governmental   authority  or
instrumentality,  domestic or foreign,  seeking any of the foregoing be pending.
There shall be no action,  suit,  claim or proceeding  of any nature  pending or
threatened  against  Purchaser or Company or any  Subsidiary,  their  respective
properties or any of their  officers or  directors,  that could  materially  and
adversely affect the business, assets, liabilities, financial condition, results
of operations or prospects of Company or any Subsidiary.

     7.3 No Material  Adverse  Change.  Except as  otherwise  disclosed  in this
Agreement or the  Schedules  hereto,  there shall have been no material  adverse
changes in the business,  operations,  affairs, prospects,  properties,  assets,
existing and potential liabilities, obligations, profits or condition (financial
or otherwise) of Company,  taken as a whole,  since the Balance Sheet Date;  and
Purchaser  shall have received a certificate  signed by Parent dated the Closing
Date to such effect.

     7.4 Consents and  Approvals.  All necessary  consents of, and filings with,
any  governmental   authority  or  agency  or  third  party,   relating  to  the
consummation  by Parent and  Company of the  transactions  contemplated  hereby,
shall have been obtained and made.

     7.5 Opinion of Counsel.  Purchaser  shall have received an opinion of legal
counsel to Parent  and  Company  dated the  Closing  Date in form and  substance
reasonably satisfactory to Purchaser and its counsel.

     7.6 Charter  Documents.  Purchaser  shall have  received  (a) a copy of the
articles  or  certificate  of  incorporation  of  Company  and  each  Subsidiary
certified by an appropriate authority in their respective state of incorporation
and (b) a copy of the bylaws of Company  and each  Subsidiary  certified  by the


                                       30
<PAGE>
Secretary of Company and each  Subsidiary,  and such documents  shall be in form
and substance reasonably acceptable to Purchaser.

     7.7  Quarterly  Financial  Statements.  Purchaser  shall have received from
Company completed quarterly financial statements through September 30, 1999 in a
form reasonably satisfactory to Purchaser.

     7.8 Due  Diligence  Review;  Schedules.  Parent,  Company  and  the  Common
Stockholder shall have made such deliveries as are called for by this Agreement.
Purchaser  shall be fully  satisfied in its sole  discretion with the results of
its  review  of all of the  Schedules,  whether  delivered  before  or after the
execution  hereof,  and such  deliveries,  and its  review  of,  and  other  due
diligence  investigations  with respect to, the business,  operations,  affairs,
prospects, properties, assets, existing and potential liabilities,  obligations,
profits  and  condition   (financial  or  otherwise)  of  the  Company  and  the
Subsidiaries.  If Purchaser  shall not be fully  satisfied  with the  foregoing,
Purchaser shall be entitled to terminate this Agreement.

     7.9 Stockholders' Release. Parent and the stockholders of Parent shall each
have  delivered  to  Purchaser an  instrument  dated the Closing Date  releasing
Company  from any and all claims of such  Parent and such  stockholders  against
Company.

     7.10 No Laws. No laws, rules, regulations, orders or any other requirements
of any Governmental  Authority shall have been enacted,  introduced or announced
which may  materially  and  adversely  affect  Company or any  Subsidiary or the
business carried on by any of them.

     7.11 HSR Act. Any waiting  period  applicable  to the  consummation  of the
Stock Purchase under the HSR Act shall have expired or been  terminated,  and no
action by the Department of Justice or Federal Trade  Commission  challenging or
seeking to enjoin the consummation of the transactions contemplated hereby shall
be pending.

     7.12  Related  Party  Agreements.  Except as  provided  in Section  6.3(a),
Company shall have  delivered to Purchaser  evidence of repayment of all amounts
due from,  or due to,  Parent or any  stockholder  of Parent and all entities in
which Parent or any  stockholder  of Parent has an interest.  Such amounts shall
include all accounts receivable.

     7.13  Termination  of  Employment   Agreements.   The  Company  shall  have
terminated without liability, expense or obligation to Company or any Subsidiary
(and no payments  shall be required to be made by the Surviving  Corporation  or
any  Subsidiary  from and after the Closing  Date in respect of) any  employment
agreements  the  terms  of  which  are  not  specifically  provided  for in this
Agreement,  and  neither  Company  nor any  subsidiary  shall be liable  for any
payment  in  respect  of any  agreement  as a result of a change in  control  of
Company (whether or not in conjunction with any other event or events).

     7.14 Site.  The Site shall be in a condition  and be fully  functional in a
manner satisfactory to Purchaser in its sole discretion.

                                       31
<PAGE>
 8.   CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PARENT AND COMPANY

     The  obligation  of Parent and  Company to effect  the Stock  Purchase  are
subject to the  satisfaction  or waiver,  at or before the Closing  Date, of the
following conditions and deliveries:

     8.1 Representations and Warranties;  Performance of Obligations. All of the
representations and warranties of Purchaser contained in this Agreement shall be
true, correct and complete on and as of the Closing Date with the same effect as
though such representations and warranties had been made as of such date; all of
the terms, covenants, agreements and conditions of this Agreement to be complied
with,  performed  or  satisfied by Purchaser on or before the Closing Date shall
have been duly complied with,  performed or satisfied;  and a certificate to the
foregoing effects dated the Closing Date and signed by the President or any Vice
President of Purchaser shall have been delivered to Parent.

     8.2 No Litigation. No temporary restraining order, preliminary or permanent
injunction or other order issued by any court of competent jurisdiction or other
legal or  regulatory  restraint or provision  challenging  Purchaser's  proposed
acquisition of the Company Stock, or limiting or restricting Purchaser's conduct
or  operation  of the  business of the Company or the  Subsidiaries  (or its own
businesses)  following  the Stock  Purchase  shall be in  effect,  nor shall any
proceeding   brought  by  an  administrative   agency  or  commission  or  other
governmental authority or instrumentality,  domestic or foreign,  seeking any of
the foregoing be pending. There shall be no action, suit, claim or proceeding of
any nature  pending or threatened,  against  Purchaser or Parent,  Company,  any
Subsidiary,  their respective  properties or any of their officers or directors,
that could  materially and adversely affect the business,  assets,  liabilities,
financial condition, results of operations or prospects of the Purchaser and its
subsidiaries taken as a whole.

     8.3 Consents and  Approvals.  All necessary  consents of, and filings with,
any governmental authority or agency or third party relating to the consummation
by Purchaser of the transactions  contemplated  herein, shall have been obtained
and  made.  Any  waiting  period  applicable  to the  consummation  of the Stock
Purchase under the HSR Act shall have expired or been terminated,  and no action
by the Department of Justice or Federal Trade Commission  challenging or seeking
to enjoin the  consummation  of the  transactions  contemplated  hereby shall be
pending.

 9.    INDEMNIFICATION

     9.1  General  Indemnification  by Parent.  Parent  covenants  and agrees to
indemnify,  defend,  protect  and  hold  harmless  Purchaser  and the  Surviving
Corporation and their respective officers, directors,  employees,  stockholders,
assigns,  successors and affiliates  (individually,  an "Indemnified  Party" and
collectively, "Indemnified Parties') from, against and in respect of:

     (a) all liabilities,  losses, claims, damages,  punitive damages, causes of
action, lawsuits,  administrative  proceedings (including informal proceedings),
investigations, audits, demands, assessments, adjustments, judgments, settlement


                                       32
<PAGE>
payments, deficiencies,  penalties, fines, interest (including interest from the
date of such  damages)  and costs and  expenses  (including  without  limitation
reasonable   attorneys'  fees  and  disbursements  of  every  kind,  nature  and
description) (collectively,  "Damages") suffered, sustained, incurred or paid by
the Indemnified  Parties in connection  with,  resulting from or arising out of,
directly or indirectly:

          (i) any breach of any  representation or warranty of Parent or Company
     set forth in this Agreement or any Schedule or certificate, delivered by or
     on behalf of Parent or Company in connection herewith; or

          (ii) any  nonfulfillment  of any  covenant or  agreement by Parent or,
     prior to the Closing Date, Company, under this Agreement; or

          (iii)  the   business,   operations  or  assets  of  Company  and  its
     Subsidiaries  prior to the  Closing  Date or the  actions or  omissions  of
     Company's or any Subsidiary's directors, officers, shareholders,  employees
     or agents  prior to the  Closing  Date,  other than  Damages  arising  from
     matters  expressly  disclosed  in the Company  Financial  Statements,  this
     Agreement or the Schedules to this Agreement.

          (b) any and all  Damages  incident to any of the  foregoing  or to the
     enforcement of this Section 9.1.

     9.2 Limitation and Expiration. Notwithstanding the above:

     (a) there  shall be no  liability  for  indemnification  under  Section 9.1
unless,  and solely to the extent that, the aggregate  amount of Damages exceeds
$25,000  (the  "Indemnification   Threshold");   provided,   however,  that  the
Indemnification  Threshold  shall not apply to (i)  Damages  arising  out of any
breaches  of  the   covenants   of  Parent  set  forth  in  this   Agreement  or
representations  and warranties made in Sections 4.4 (capital stock of Company),
4.5 (transactions in capital stock),  4.9 (Company financial  conditions),  4.17
(material  contracts and commitments),  4.22 (conformity with law;  litigation),
4.24 (taxes) and 4.27  (environmental  matters);  or (ii)  Damages  described in
Section 9.1(a)(iv) or (v).

     (b) the aggregate  amount of Parent's  liability under this Article 9 shall
not exceed the Purchase Price;  provided,  however,  that Parent's liability for
Damages arising out of any breaches of the representations made in Sections 4.24
(taxes)  or 4.27  (environmental  matters)  or  Damages  described  in  Sections
9.1(a)(ii) and 9.1(a)(iv) shall not be subject to such limitation;

     (c) the  indemnification  obligations  under  this  Article 9, or under any
certificate or writing furnished in connection herewith,  shall terminate at the
date that is the later of clause (i) or (ii) of this Section 9.2(c):

                                       33
<PAGE>
          (i)  (1)  except  as to  representations,  warranties,  and  covenants
     specified in clause (i)(2) of this Section 9.2(c), the first anniversary of
     the Closing Date, or

          (2) with  respect  to  representations  and  warranties  contained  in
     Sections 4.21 (employee benefit plans),  4.24 (taxes),  4.27 (environmental
     matters),  and the indemnification set forth in Section 9.1(a)(ii),  (iii),
     (iv),  (v) on (A) the date that is six (6) months after the  expiration  of
     the longest  applicable  federal or state statute of limitation  (including
     extensions  thereof),   or  (B)  if  there  is  no  applicable  statute  of
     limitation,  (x) ten (10)  years  after the  Closing  Date if the Claim (as
     defined  below)  is  related  to the  cost  of  investigating,  containing,
     removing,   or  remediating  a  release  of  Hazardous  Material  into  the
     environment,  or (y) five (5) years  after the  Closing  Date for any other
     Claim covered by clause (i)(2)(B) of this Section 9.2(c); or

          (ii) the  final  resolution  of claims or  demands  pending  as of the
     relevant dates  described in clause (i) of this Section 9.2(c) (such claims
     referred to as "Pending Claims").

     9.3 Indemnification  Procedures.  All claims or demands for indemnification
under this Article 9 ("Claims") shall be asserted and resolved as follows:

     (a) In the event that any  Indemnified  Party has a Claim against any party
obligated  to  provide  indemnification  pursuant  to Section  9.1  hereof  (the
"Indemnifying  Party") which does not involve a Claim being asserted  against or
sought to be  collected  by a third  party,  the  Indemnified  Party  shall with
reasonable  promptness notify the Indemnifying  Party of such Claim,  specifying
the nature of such Claim and the amount or the estimated  amount  thereof to the
extent then feasible (the "Claim Notice"). If Indemnifying Party does not notify
the Indemnified Party within thirty days after the date of delivery of the Claim
Notice  that  the  Indemnifying  Party  disputes  such  Claim,  with a  detailed
statement  of the basis of such  position,  the  amount of such  Claim  shall be
conclusively deemed a liability of the Indemnifying Party hereunder.  In case an
objection  is made in  writing  in  accordance  with this  Section  9.3(a),  the
Indemnified  Party shall respond in a written  statement to the objection within
thirty days and, for sixty days thereafter,  attempt in good faith to agree upon
the rights of the  respective  parties with respect to each of such Claims (and,
if the parties should so agree, a memorandum  setting forth such agreement shall
be prepared and signed by both parties).

         (b)

          (i) In the event that any Claim for which the Indemnifying Party would
     be  liable  to an  Indemnified  Party  hereunder  is  asserted  against  an
     Indemnified Party by a third party (a "Third-Party Claim"), the Indemnified
     Party shall deliver a Claim Notice to Indemnifying  Party. The Indemnifying
     Party shall have thirty days from the date of delivery of the Claim  Notice
     to notify the Indemnified Party (A) whether the Indemnifying Party disputes
     liability  to  the   Indemnified   Party  hereunder  with  respect  to  the
     Third-Party  Claim,  and,  if so, the basis for such a dispute,  and (B) if
     such  party does not  dispute  liability,  whether or not the  Indemnifying
     Party desires,  at the sole cost and expense of the Indemnifying  Party, to
     defend against the Third-Party  Claim,  provided that the Indemnified Party
     is hereby  authorized  (but not  obligated)  to file any motion,  answer or
     other  pleading and to take any other action  which the  Indemnified  Party
     shall deem  necessary or  appropriate  to protect the  Indemnified  Party's
     interests.

          (ii) In the event that the  Indemnifying  Party  timely  notifies  the
     Indemnified  Party  that  the  Indemnifying  Party  does  not  dispute  the
     Indemnifying   Party's   obligation  to  indemnify   with  respect  to  the
     Third-Party  Claim,  the  Indemnifying  Party shall defend the  Indemnified
     Party against such Third-Party Claim by appropriate  proceedings,  provided
     that,  unless  the  Indemnified  Party  otherwise  agrees in  writing,  the
     Indemnifying  Party may not  settle any  Third-Party  Claim (in whole or in
     part) if such  settlement  does not  include a complete  and  unconditional
     release of the  Indemnified  Party.  If the  Indemnified  Party  desires to
     participate  in,  but not  control,  any such  defense  or  settlement  the
     Indemnified  Party  may  do so  at  its  sole  cost  and  expense.  If  the
     Indemnifying  Party elects not to defend the  Indemnified  Party  against a
     Third-Party Claim, whether by failure of such party to give the Indemnified
     Party timely notice as provided  herein or otherwise,  then the Indemnified
     Party,  without waiving any rights against such party, may settle or defend
     against such Third-Party  Claim in the Indemnified  Party's sole discretion
     and  the   Indemnified   Party  shall  be  entitled  to  recover  from  the
     Indemnifying  Party the amount of any  settlement  or  judgment  and, on an
     ongoing  basis,  all  indemnifiable  costs and expenses of the  Indemnified
     Party with respect thereto, including interest from the date such costs and
     expenses were incurred.

          (iii) If at any time,  in the  reasonable  opinion of the  Indemnified
     Party, notice of which shall be given in writing to the Indemnifying Party,
     any Third-Party Claim seeks material prospective relief which could have an
     adverse effect on any Indemnified Party or the Surviving Corporation or any
     subsidiary, the Indemnified Party shall have the right to control or assume
     (as the case may be) the  defense  of any such  Third-Party  Claim  and the
     amount of any judgment or settlement and the reasonable  costs and expenses
     of defense shall be included as part of the indemnification  obligations of
     the  Indemnifying  Party  hereunder.  If the  Indemnified  Party  elects to
     exercise  such  right,  the  Indemnifying  Party  shall  have the  right to
     participate in, but not control,  the defense of such Third-Party  Claim at
     the sole cost and expense of the Indemnifying Party.

                                       34
<PAGE>
     (c) Nothing  herein shall be deemed to prevent the  Indemnified  Party from
making  a Claim,  and an  Indemnified  Party  may  make a Claim  hereunder,  for
potential  or  contingent  Damages  provided  the Claim  Notice  sets  forth the
specific  basis  for any such  potential  or  contingent  claim or demand to the
extent then feasible and the Indemnified Party has reasonable grounds to believe
that such Claim may be made.

     (d) Subject to the  provisions  of Section  9.2,  the  Indemnified  Party's
failure to give reasonably  prompt notice as required by this Section 9.3 of any
actual, threatened or possible claim or demand which may give rise to a right of
indemnification  hereunder  shall  not  relieve  the  Indemnifying  Party of any
liability which the Indemnifying  Party may have to the Indemnified Party unless
the  failure  to give  such  notice  materially  and  adversely  prejudiced  the
Indemnifying Party.

     (e) The parties will make appropriate adjustments for any Tax benefits, Tax
detriments   or   insurance   proceeds   in   determining   the  amount  of  any
indemnification  obligation  under this Article 9, provided that no  Indemnified
Party shall be obligated to continue  pursuing any payment pursuant to the terms
of any insurance policy.

     9.4   Survival   of   Representations   Warranties   and   Covenants.   All
representations,  warranties and covenants made by Parent, Company and Purchaser
in or pursuant to this Agreement or in any document  delivered  pursuant  hereto
shall be  deemed  to have been  made on the date of this  Agreement  (except  as
otherwise provided herein) and, if a Closing occurs, as of the Closing Date. The
representations  of Parent and Company  will survive the Closing and will remain
in effect until,  and will expire upon, the  termination of the  indemnification
obligations  as provided in Section 9.2. The  representations  of Purchaser will
survive the Closing  and will remain in effect  until,  and will expire upon the
first anniversary of the Closing Date.

     9.5  Remedies  Cumulative.  The  remedies  set forth in this  Article 9 are
cumulative and shall not be construed to restrict or otherwise  affect any other
remedies  that may be  available  to the  Indemnified  Parties  under  any other
agreement or pursuant to statutory or common law.

     9.6  Right  to Set  Off.  Purchaser  shall  have  the  right,  but  not the
obligation, to set off or recoup, in whole or in part, any sums or property held
or owed by Purchaser or the  Surviving  Corporation  to Parent  amounts  finally
determined under Section 9.3 to be owed to Purchaser by Parent under Section 9.1
hereof.  Parent  shall  have no right of  contribution  or  subrogation  against
Company or the Surviving  Corporation  for any claim made hereunder by Purchaser
or any other Indemnified Party from and after the Closing.

10.    NONCOMPETITION

     10.1  Prohibited  Activities.  Parent agrees that for a period of two years
following  the  Closing,  neither it nor any of its  affiliates,  including  its
stockholders immediately prior to the Closing, shall:

                                       35
<PAGE>
     (a) engage, as an officer,  director,  shareholder,  owner, partner,  joint
venturer,  or in a  managerial  capacity,  whether as an  employee,  independent
contractor, consultant or advisor, or as a sales representative, in any business
selling  any  products  or services  in direct  competition  with the  Surviving
Corporation  or  Purchaser,  including  without  limitation  online  information
dissemination,  advertising  or  marketing  or web page  design  or  development
related  services  within  the  United  States of  America,  Canada or any other
country in which  Purchaser,  Company or their respective  affiliates  currently
conduct business (the "Territory");

     (b) call upon any  person who is, at that time,  within the  Territory,  an
employee of Purchaser or any  subsidiary  of Purchaser in a managerial  capacity
for the purpose or with the intent of enticing such employee away from or out of
the employ of Purchaser or such subsidiary;

     (c) call upon any  person or entity  which is, at that  time,  or which has
been,  within one year prior to that time, a customer of Purchaser or Company or
any subsidiaries of Purchaser or Company within the Territory for the purpose of
soliciting or selling online information dissemination, advertising or marketing
or web page design or development related services within the Territory;

     (d) call upon any prospective acquisition candidate, on their own behalf or
on behalf of any  competitor,  which  candidate was either called upon by any of
them or for which any of them made an  acquisition  analysis for  themselves  or
Purchaser or any subsidiaries of Purchaser, including Company; or

     (e) disclose customers, whether in existence or proposed, of Company to any
person,  firm,  partnership,  corporation  or business for any reason or purpose
whatsoever.

     Notwithstanding  the above,  the foregoing  covenant shall not be deemed to
prohibit  Parent or any such  affiliate  from (i) acquiring as an investment not
more than one percent of the capital stock of a competing business,  whose stock
is traded on a national securities exchange or in the over-the-counter market or
(ii) engaging in any activity to which  Purchaser  shall have provided its prior
written consent.

     10.2 Damages.  Because of the  difficulty of measuring  economic  losses to
Purchaser  and the  Surviving  Corporation  as a  result  of the  breach  of the
foregoing  covenant,  and because of the immediate and  irreparable  damage that
would be caused to Purchaser and the Surviving  Corporation for which they would
have no other adequate  remedy,  Parent agrees that, in the event of a breach by
it or its affiliates of the foregoing covenant,  the covenant may be enforced by
Purchaser or the Surviving  Corporation by, without limitation,  injunctions and
restraining orders.

     10.3 Reasonable  Restraint.  It is agreed by the parties that the foregoing
covenants  in this  Article 10 impose a  reasonable  restraint on Parent and its
affiliates in light of the  activities  and business of Purchaser on the date of
the  execution of this  Agreement  and the current and future plans of Purchaser
and the Surviving Corporation (as successors to the businesses of Company).

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<PAGE>
     10.4  Severability;  Reformation.  The  covenants  in this  Article  10 are
severable and separate,  and the unenforceability of any specific covenant shall
not affect the  provisions  of any other  covenant.  Moreover,  in the event any
court  of  competent  jurisdiction  shall  determine  that  the  scope,  time or
territorial restrictions set forth are unreasonable, then it is the intention of
the parties that such  restrictions  be enforced to the fullest extent which the
court deems reasonable, and the Agreement shall thereby be reformed.

     10.5 Independent  Covenants.  All of the covenants in this Article 10 shall
be  construed  as an  agreement  independent  of any  other  provision  of  this
Agreement,  and the existence of any claim or cause of action of Parent  against
Company,  the Surviving  Corporation  or Purchaser,  whether  predicated on this
Agreement or otherwise,  shall not  constitute a defense to the  enforcement  of
such covenants.  It is specifically agreed that the period of three years stated
above,  shall be computed by  excluding  from such  computation  any time during
which Parent or any of its  affiliates  is in violation of any provision of this
Article 10 and any time during  which there is pending in any court of competent
jurisdiction any action  (including any appeal from any judgment) brought by any
person,  whether or not a party to this Agreement,  in which action Purchaser or
the  Surviving  Corporation  seeks to enforce the  agreements  and  covenants of
Parent or in which any person  contests  the  validity  of such  agreements  and
covenants  or  their  enforceability  or seeks to  avoid  their  performance  or
enforcement; provided, however, that if Parent or any of its affiliates is found
not to be in violation of the  agreements  or covenants in any such activity the
period  during  which the action was  pending  shall not be  excluded  from such
computation.

     10.6  Materiality.  Company and Parent  hereby agree that the covenants set
forth in this Article 10 are a material and substantial part of the transactions
contemplated by this Agreement, supported by adequate consideration.

 11.   NONDISCLOSURE OF CONFIDENTIAL INFORMATION

     11.1 Parent.  Parent  recognizes and acknowledges  that it has in the past,
currently  have,  and in  the  future  may  possibly  have,  access  to  certain
confidential  information  of Company,  such as lists of customers,  operational
policies,  and pricing and cost policies  that are valuable,  special and unique
assets  of  Company  and  Company's  business.  Parent  agrees  that it will not
disclose  any  confidential   information  to  any  person,  firm,  corporation,
association  or other  entity for any  purpose or reason  whatsoever,  except to
authorized  representatives  of  Purchaser,  unless  Parent  can show  that such
information has become known to the public generally through no fault Parent. In
the event of a breach or threatened  breach by Parent of the  provisions of this
Article 11,  Purchaser  and the  Surviving  Corporation  shall be entitled to an
injunction  restraining  Parent  from  disclosing,  in whole  or in  part,  such
confidential  information.  Nothing  herein shall be  construed  as  prohibiting
Purchaser and the Surviving Corporation from pursuing any other available remedy
for such breach or threatened breach, including the recovery of damages.

     11.2 Purchaser.  Purchaser  recognizes and acknowledges  that it has in the
past,  currently has, and prior to the Closing Date will have, access to certain
confidential  information  of Company,  such as lists of customers,  operational


                                       37
<PAGE>
policies, pricing and cost policies that are valuable, special and unique assets
of Company and Company's  business.  Purchaser  agrees that it will not disclose
any confidential information to any person, firm, corporation,  association,  or
other  entity for any purpose or reason  whatsoever,  prior to the Closing  Date
without prior written consent of Parent.  In the event of a breach or threatened
breach by  Purchaser  of the  provisions  of this  Article 11,  Parent  shall be
entitled to an injunction restraining Purchaser from disclosing,  in whole or in
part, such confidential information. Nothing contained herein shall be construed
as prohibiting  Parent from pursuing any other available  remedy for such breach
or threatened breach, including the recovery of damages.

     11.3 Damages.  Because of the difficulty of measuring  economic losses as a
result of the breach of the  foregoing  covenants,  and because of the immediate
and  irreparable  damage that would be caused for which they would have no other
adequate remedy, Purchaser, the Surviving Corporation and Parent agrees that, in
the event of a breach by any of them of the foregoing covenant, the covenant may
be enforced against them by injunctions and restraining orders.

 12.   GENERAL

     12.1 Termination. This Agreement may be terminated at any time prior to the
Closing Date solely:

     (a) by mutual  consent of the boards of directors of Purchaser and Company;
or

     (b) by Parent and  Company as a group,  on one part,  or by  Purchaser,  on
another  part,  if the Closing  shall not have  occurred on or before  March 31,
2000,  provided that the right to terminate  this  Agreement  under this Section
12.1(b)  shall not be available to either party (with Parent and Company  deemed
to be a single party for this purpose) whose material misrepresentation,  breach
of warranty or failure to fulfill any  obligation  under this Agreement has been
the cause of, or  resulted  in, the failure of the Closing to occur on or before
such date; or

     (c) by Parent and  Company as a group,  on one part,  or by  Purchaser,  on
another part, if there is or has been a material  breach,  failure to fulfill or
default on the part of the other party (with  Parent and Company  deemed to be a
single  party for this  purpose) of any of the  representations  and  warranties
contained herein or in the due and timely performance and satisfaction of any of
the covenants, agreements or conditions contained herein, and the curing of such
default  shall not have been made or shall not  reasonably  be expected to occur
before the Closing Date; or

     (d) by Parent and  Company as a group,  on one part,  or by  Purchaser,  on
another  part,  if there  shall be a final  nonappealable  order of a federal or
state court in effect  preventing  consummation of the Stock Purchase;  or there
shall be any action taken,  or any statute,  rule  regulation or order  enacted,
promulgated  or  issued  or  deemed  applicable  to the  Stock  Purchase  by any
governmental  entity  which would make the  consummation  of the Stock  Purchase
illegal.

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<PAGE>
     12.2  Effect  of  Termination.  In the  event  of the  termination  of this
Agreement  pursuant to Section  12.1,  this  Agreement  shall  forthwith  become
ineffective,  and there shall be no liability or  obligation  on the part of any
party hereto or its officers,  directors or  shareholders.  Notwithstanding  the
foregoing  sentence,  (i) the provisions of this Article 12 shall remain in full
force and effect and survive any termination of this Agreement;  (ii) each party
shall remain liable for any breach of this Agreement  prior to its  termination;
and (iii) in the event of  termination  of this  Agreement  pursuant  to Section
12.1(c) above,  then  notwithstanding  the provisions of Section 12.7 below, the
breaching  party  (with  Parent  and  Company  deemed  to be a single  party for
purposes of this Article  12),  shall be liable to the other party to the extent
of the expenses  incurred by such other party in connection  with this Agreement
and the transactions  contemplated  hereby, as well as any damages in accordance
with applicable law.

     12.3 Successors and Assigns.  Except as provided in this Section 12.3, this
Agreement and the rights of the parties hereunder may not be assigned (except by
operation  of law) and shall be binding  upon and shall  inure to the benefit of
the parties hereto, the successors of Purchaser and Parent. Purchaser may assign
this  Agreement to any affiliate or associate (as such terms are defined in Rule
405 under the 1933 Act) of  Purchaser or any entity newly formed by Purchaser or
such  affiliate or associate for the purpose of  consummating  the  transactions
contemplated by this Agreement.

     12.4 Entire  Agreement;  Amendment;  Waiver.  This Agreement sets forth the
entire  understanding  of the parties  hereto with  respect to the  transactions
contemplated  hereby.  Each of the Schedules to this  Agreement is  incorporated
herein by this reference and expressly made a part hereof.  Any and all previous
agreements and understandings between or among the parties regarding the subject
matter hereof,  whether written or oral, are superseded by this Agreement.  This
Agreement shall not be amended or modified  except by a written  instrument duly
executed by each of the parties hereto,  or in accordance with Section 12.4. Any
extension or waiver by any party of any provision  hereto shall be valid only if
set forth in an instrument in writing signed on behalf of such party.

     12.5  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts and any party hereto may execute any such counterpart, including by
electronic facsimile,  each of which when executed and delivered shall be deemed
to be an original, and all of which counterparts taken together shall constitute
but one and the same instrument.

     12.6 Brokers and Agents.  Each of  Purchaser,  on one part,  and Parent and
Company (as a group), on another part, represents and warrants to the other that
it has not  employed  any broker or agent in  connection  with the  transactions
contemplated  by this  Agreement  and agrees to indemnify  the other against all
losses,  damages or  expenses  relating  to or arising out of claims for fees or
commission  of any broker or agent  employed or alleged to have been employed by
such party.

     12.7  Expenses.   Purchaser  has  and  will  pay  the  fees,  expenses  and
disbursements  of Purchaser  and its agents,  representatives,  accountants  and


                                       39
<PAGE>
counsel incurred in connection with the subject matter of this Agreement. Parent
(and not  Company)  have and will pay the fees,  expenses and  disbursements  of
Parent,   Company  and  their  agents,   representatives,   financial  advisers,
accountants  and counsel  incurred in connection with the subject matter of this
Agreement.

     12.8 Specific  Performance;  Remedies.  Each party hereto acknowledges that
the other parties will be irreparably  harmed and that there will be no adequate
remedy  at law for any  violation  by any of  them  of any of the  covenants  or
agreements  contained  in this  Agreement,  including  without  limitation,  the
noncompetition  provisions  set  forth  in  Article  10 and the  confidentiality
obligations set forth in Article 11. It is accordingly  agreed that, in addition
to any  other  remedies  which  may be  available  upon the  breach  of any such
covenants  or  agreements,  each  party  hereto  shall  have the right to obtain
injunctive  relief to restrain a breach or threatened breach of, or otherwise to
obtain  specific  performance  of, the other  parties,  covenants and agreements
contained in this Agreement.

     12.9 Notices. Any notice, request, claim, demand, waiver, consent, approval
or other  communication  which is required or  permitted  hereunder  shall be in
writing and shall be deemed  given if  delivered  personally  or sent by telefax
(with  confirmation  of  receipt),  by  registered  or certified  mail,  postage
prepaid, or by recognized courier service, as follows:

         If to Purchaser or the Surviving Corporation, to:

                           GenesisIntermedia.com, Inc.
                           5805 Sepulveda Blvd. 4th Floor
                           Van Nuys, CA 91411
                           Attn: Ramy El-Batrawi
                           Facsimile: 818-902-4301

         with a required copy to:

                           Nida & Maloney, LLP
                           800 Anacapa Street
                           Santa Barbara, CA 93101-2212
                           Attn: Theodore R. Maloney, Esq.
                           Facsimile: (805) 568-1955

         If to Parent or Company (prior to the Closing) to:

                           c/o United Pacific Alliance
                           _______________________
                           _______________________
                           Attn:  __________________
                           Facsimile: _______________



                                       40
<PAGE>
or to such other  address  as the person to whom  notice is to be given may have
specified in a notice duly given to the sender as provided herein.  Such notice,
request, claim, demand, waiver,  consent,  approval or other communication shall
be deemed to have been given as of the date so delivered,  telefaxed,  mailed or
dispatched  and, if given by any other  means,  shall be deemed  given only when
actually received by the addressees.

     12.10  Governing  Law. This  Agreement  shall be governed by and construed,
interpreted and enforced in accordance with the laws of the State of California,
without  giving effect to any of the conflicts of laws  provisions  thereof that
would require the application of the substantive laws of any other jurisdiction.

     12.11  Severability.  If any provision of this Agreement or the application
thereof to any person or  circumstances  is held invalid or unenforceable in any
jurisdiction,  the remainder  hereof,  and the  application of such provision to
such person or  circumstances in any other  jurisdiction,  shall not be affected
thereby,  and to this end the provisions of this  Agreement  shall be severable.
The  preceding  sentence is in addition to and not in place of the  severability
provisions in Section 10.4.

     12.12  Absence of  Third-Party  Beneficiary  Rights.  No  provision of this
Agreement is intended,  nor will any provision be interpreted,  to provide or to
create any third-party beneficiary rights or any other rights of any kind in any
client,  customer,  affiliate,  shareholder,  employee  or  partner of any party
hereto or any other person or entity.

     12.13 Further  Representations.  Each party to this Agreement  acknowledges
and  represents  that it has  been  represented  by its  own  legal  counsel  in
connection  with  the  transactions  contemplated  by this  Agreement,  with the
opportunity to seek advice as to its legal rights from such counsel.  Each party
further  represents  that  it is  being  independently  advised  as to  the  tax
consequences  of the  transactions  contemplated  by this  Agreement  and is not
relying on any  representation  or statements made by the other party as to such
tax consequences.

     12.14 Accounting Terms. Except as otherwise expressly provided herein or in
the Schedules, all accounting terms used in this Agreement shall be interpreted,
and  all  financial  statements,  Schedules,  certificates  and  reports  as  to
financial  matters  required to be delivered  hereunder  shall be  prepared,  in
accordance with GAAP consistently applied.

                            [Signature Pages Follow]

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<PAGE>

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.

                                         GENESISINTERMEDIA.COM, INC.


                                         By:______________________________
                                                Name: _____________________


                                         UNITED PACIFIC ALLIANCE


                                         By:______________________________
                                             Name: _____________________


                                         DOWEBSITES.COM, INC.


                                         By:______________________________
                                             Name: _____________________