STOCK PURCHASE AGREEMENT


                                  By and Among

                                   Brian Wood

                                  Keenan Cheung

                                       and

                         Worldnet Recourses Group, Inc.

                                       and

                          GenesisIntermedia.com, Inc.,


                            dated as of April 1, 2000

                   for the purchase of all of the outstanding
                      stock of Car Rental Direct.com, Inc.





<PAGE>
                            STOCK PURCHASE AGREEMENT

         This STOCK  PURCHASE  AGREEMENT (the  "Agreement")  is made and entered
into as of the 1st day of April 2000 by and among GenesisIntermedia.com, Inc., a
Delaware corporation ("Purchaser"), Car Rental Direct.com, Inc. d/b/a Car Rental
Direct, a Nevada corporation ("Company"),  and Worldnet Recourses Group, Inc., a
Utah  corporation  ("Worldnet"),  Brian Wood, an individual  ("Wood") and Keenan
Cheung,  an  individual  ("Cheung" and Wood  collectively  referred to herein as
"Stockholders").


                                   BACKGROUND

         WHEREAS the Stockholders  own all of the issued and outstanding  shares
of capital stock of Company and desire to sell all such shares to Purchaser, and
Purchaser  desires to  purchase  all such shares  from the  Stockholders  at the
Purchase  Price  (as  defined  in  Section  1.2  hereof)  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.       SALE AND PURCHASE OF SHARES

     1.1 Stock  Purchase.  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)  the  Stockholders  shall sell to Purchaser  all of the Company  Common
Stock (as  defined in Section  1.3 hereof) and  Purchaser  shall  purchase  (the
"Stock  Purchase")  from the  Stockholders  all of the Company Common Stock,  in
exchange for the Purchase  Price,  subject to adjustment as set forth in Section
1.2 below.  Company,  after the consummation of the Stock Purchase, is sometimes
referred to as the "Surviving Corporation."

     1.2  Purchase  Price.  The purchase  price shall be (a) 170,000  restricted
shares of  common  stock of the  Purchaser,  par  value  $.001  per  share  (the
"Purchaser  Common Stock") to be paid to Wood and Cheung;  (b) an option granted
to Wood and Cheung to purchase  100,000 shares of the Purchaser Common Stock, at
the exercise price of $17 per share; and (c) 90,000  restricted shares of common
stock of the  Purchaser,  par value  $.001 per share,  to be paid to Worldnet in
satisfaction  in full of the loan made to the  Company by Worldnet in the amount
of $700,000. (subsections (a),(b) and (c) collectively the "Purchase Price").

     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
__________  shares of common  stock par value  $______  per share (the  "Company
Common Stock"), of which __________ shares are issued and outstanding.


2.       PLEDGED ASSETS

     2.1 Pledged Assets.

     (a) As collateral  security for the payment of any damages resulting from a
breach of this  Agreement or any  indemnification  obligations  of  Stockholders

<PAGE>
pursuant to Article 9,  Stockholders  shall,  and by execution hereof do hereby,
transfer,  pledge and assign to  Purchaser,  for the  benefit  of  Purchaser,  a
security interest in the following assets (the "Pledged Assets"):

(i)      at the Closing,  twenty percent (20%) of the initial  Purchaser  Common
         Stock delivered to the Stockholders pursuant to Section 1.2 hereof, and
         the certificates and  instruments,  if any,  representing or evidencing
         such Pledged Assets;

(ii)     all securities  hereafter  delivered to Stockholders with respect to or
         in  substitution  for the Pledged  Assets  described in clause (i), all
         certificates   and   instruments   representing   or  evidencing   such
         securities,  and all non-cash  dividends and other property at any time
         received,  receivable  or  otherwise  distributed  in  respect of or in
         exchange for any or all thereof; and in the event Stockholders receives
         any such property,  Stockholders  shall hold such property in trust for
         Purchaser and shall  immediately  deliver such property to Purchaser to
         be held hereunder as Pledged Assets; and

(iii)    all cash and non-cash proceeds of all of the foregoing property and all
         rights, titles,  interests,  privileges and preferences appertaining or
         incident to the foregoing property.

     (b) Each certificate, if any, evidencing the Pledged Assets issued pursuant
to this  Agreement  shall be  delivered  to  Purchaser  directly by the transfer
agent,  such certificate  bearing no restrictive or cautionary legend other than
those  imprinted  by the transfer  agent at  Purchaser's  request.  Stockholders
shall,  at the Closing or at such other date of receipt,  deliver to  Purchaser,
for each such certificate, a stock power duly signed in blank by it.

     (c) The Pledged Assets shall be available to satisfy any damages for breach
of this Agreement and any indemnification  obligations of Stockholders  pursuant
to  Article  9 until the date that is two  years  after  the  Closing  Date (the
"Release Date").  Promptly following the Release Date, Purchaser shall return or
cause to be returned to  Stockholders  the Pledged  Assets,  less Pledged Assets
having an  aggregate  value  equal to the amount of (i) any  damages for breach,
(ii) any pending claim for  indemnification  made by any  Indemnified  Party (as
defined  in  Article   9)  until   such  claim  is   resolved,   and  (iii)  any
indemnification  obligations of Stockholders pursuant to Article 9. For purposes
of this Section 2.1(c) and Article 9, the Purchaser Common Stock held as Pledged
Assets shall be valued at (x) the  arithmetic  mean of the closing  price of the
Purchaser  Common  Stock  for the 20  trading  days  ending  on the day prior to
closing reduced by (y) the per share amount of any damages or Claims.

     (d)  Stockholders  shall be entitled to exercise any voting powers incident
to the Pledged Assets and to receive and retain all cash dividends paid thereon.

3.       CLOSING

     3.1  Location  and Date.  The  Stock  Purchase  and the other  transactions
contemplated by this Agreement (the  "Closing")  shall take place at the offices
of  Purchaser,  in Van Nuys,  California  on April 1, 2000,  providing  that all
conditions to Closing shall have been satisfied or waived, or at such other time
and date as Purchaser,  Stockholders,  Worldnet and Company may mutually  agree,
which date shall be referred to as the "Closing Date."

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<PAGE>
     3.2 Closing Deliveries.

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

     (b)  Stockholders  shall  deliver to Purchaser at Closing the  certificates
representing  the Company  Stock,  duly  endorsed in blank by  Stockholders,  or
accompanied by blank irrevocable stock powers,  and with all necessary  transfer
tax and other revenue stamps,  acquired at  Stockholders'  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.  Stockholders  agree 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 COMPANY, STOCKHOLDERS AND WORLDNET

     To  induce  Purchaser  to enter  into this  Agreement  and  consummate  the
transactions  contemplated  hereby,  the Company and  Stockholders,  jointly and
severally,  represent  and warrant 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 Stockholders and the directors and
officers the 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):

     4.1 Due Organization.  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 the Company or any
of its Subsidiaries ("Material Adverse Effect").  Schedule 4.1 hereto contains a
list of all  jurisdictions  in which the Company or any of its  Subsidiaries  is
authorized  or qualified to do business.  The 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 the Company and each  Subsidiary.  Such articles or
certificate  of  incorporation  and bylaws are  collectively  referred to as the
"Charter  Documents."  The Company or any  Subsidiary is not in violation of any
Charter Documents. The minute books of the Company and each Subsidiary have been
made available to Purchaser (and as of the Closing,  the minute books of Company


                                       3
<PAGE>
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.  The Company and  Stockholders  each has all
requisite  power and authority to enter into and perform its or his  obligations
pursuant to the terms of this Agreement.  The Company and Stockholders  each 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  Stockholders  and the  performance  of the
transactions  contemplated  herein have been duly and validly  authorized by the
Board of Directors of the 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  Company  and  the  Stockholders,   enforceable  in
accordance with its terms.

     4.3 No  Conflicts.  Except as  disclosed in Schedule  4.3,  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  Stockholders,
Company or any  Subsidiary is a party or by which  Stockholders,  Company or any
Subsidiary is bound, or result in the creation or imposition of any lien, charge
or  encumbrance  on any  of  any  Stockholders,  Company's  or any  Subsidiary's
properties pursuant to (i) any law or regulation to which Stockholders,  Company
or any Subsidiary or any of their  respective  property is subject,  or (ii) any
judgment,  order or decree to which  Stockholders,  Company or any Subsidiary is
bound or any of their respective property is subject;

     (c)  result  in  termination  or any  impairment  of any  permit,  license,
franchise, contractual right or other authorization of Stockholders,  Company or
any Subsidiary; or

     (d) violate any law, order, judgment, rule, regulation, decree or ordinance
to  which  Stockholders,  Company  or any  Subsidiary  is  subject  or by  which
Stockholders,  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 the  Company.  The  authorized  capital  stock of the
Company  consists of ______  shares of common stock,  $____ par value,  of which
_____  shares  are  issued and  outstanding.  All of the issued and  outstanding
shares of the capital stock of the Company have been duly authorized and validly
issued,   are  fully  paid  and  nonassessable  and  are  owned  of  record  and
beneficially by the Stockholders as set forth in Schedule 4.4, free and clear of
all Liens  (defined  below).  All of the  issued and  outstanding  shares of the
capital  stock of the Company were  offered,  issued,  sold and delivered by the
Company in compliance with all applicable  state and federal laws concerning the
issuance of securities. Further, none of such shares were 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 the Company.
For purposes of this Agreement,  "Lien" means any mortgage,  security  interest,
pledge,  hypothecation,   assignment,  deposit  arrangement,  encumbrance,  lien
(statutory  or  otherwise),  charge,  preference,  priority  or  other  security
agreement,  option,  warrant,  attachment,  right of first refusal,  preemptive,


                                       4
<PAGE>
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 the Company to issue, sell or
otherwise cause to become  outstanding any shares of capital stock.  The Company
has no 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
Stock  Purchase,  Purchaser  will be the  record  and  beneficial  owner  of all
outstanding  capital stock of the Company and rights to acquire capital stock of
the Company.

     4.6 Subsidiaries, Stock and Notes.

     (a) Except as set forth on Schedule 4.6, Company has no other subsidiaries.

     (b) Except as set forth on Schedule 4.6(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 are  Stockholders  or
Company, directly or indirectly, a participant in any joint venture, partnership
or other noncorporate entity.

     (c) Except as set forth on Schedule  4.6(c),  there are no promissory notes
that have been issued to, or are held by, Company or any Subsidiary.

     4.7 Predecessor Status.  Schedule 4.7 sets forth a list of all names of all
predecessor companies of Company and each Subsidiary, including the names of any
entities from which Company or any Subsidiary  previously  acquired  significant
assets.  Except as set forth on Schedule 4.7, 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.
Except  as  set  forth  on  Schedule  4.8,  neither   Stockholders  nor  any  of
Stockholders'  affiliates has any claim against Company or any  Subsidiary,  and
upon  consummation  of the Stock Purchase and the  distribution  of the Purchase
Price,  neither  Stockholders nor any of Stockholders'  affiliates will have any
claim 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, 1999  (collectively,  the "Year-end  Financials")  and (b) true and
correct summaries  accurately  reflecting  Company's  financial  condition as of
March 31,  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.

                                       5
<PAGE>
     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 Balance Sheet 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;

          (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; and

          (iv) those liabilities disclosed on Schedule 4.10(a).

     (b) Set forth on  Schedule  4.10(b)  is,  in the case of those  liabilities
which are not fixed or are  contested,  a  reasonable  estimate  of the  maximum
amount which may be payable.

     (c) Schedule  4.10(c) also  includes a summary  description  of all 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.

     (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.  Schedule 4.10(d) contains 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, 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


                                       6
<PAGE>
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.  Except as  disclosed  in  Schedule  4.13,  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 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 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.  Except as otherwise  disclosed in Schedule  4.13, the 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 or used
by the Company, together with any additions thereto or replacements thereof.

     (b) Schedule  4.14(b)  contains a complete and accurate  description of all
Real Property  (including street address,  owner and Company's use thereof) and,
to the Company's  knowledge,  any Liens on such Real Property.  Schedule 4.14(b)
indicates whether the Real Property is owned or leased. The Real Property listed
on Schedule 4.14  includes all  interests in real property  necessary to conduct
the business and operations of the Company.

     (c) Except as set forth in Schedule 4.14(c):


          (i) The Company does not own any Real Property.

          (ii) The  Company  has good and valid  rights of ingress and egress to
     and from all Real Property  from and to the public  street  systems for all
     usual street, road and utility purposes.

          (iii)  All  water,  sewer,  gas,  electric,   telephone  and  drainage
     facilities,  and all other  utilities  required by any applicable law or by
     the use and  operation of the Real Property in the conduct of the Company's
     business  are  installed to the property  lines of the Real  Property,  are
     connected pursuant to valid permits to municipal or public utility services
     or proper  drainage  facilities,  are fully  operable  and are  adequate to
     service the Real Property in the operation of the Company's business and to
     permit full compliance  with the  requirements of all laws in the operation
     of such  business.  No fact or  condition  exists which could result in the


                                       7
<PAGE>
     termination  or  material  reduction  of the  current  access from the Real
     Property to existing roads or to sewer or other utility services  presently
     serving the Real Property.

          (iv) 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.   The  Company  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.

          (v) There are no pending or, to the  Company's  knowledge,  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 the Company or
     any of the  Stockholders  received  notice  of any  pending  or  threatened
     special assessment proceedings affecting any portion of the Real Property.

          (vi) 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.

          (vii) There are no parties other than the Company 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.

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

          (ix) No portion of the Real Property is located in a wetlands area, as
     defined by Laws, or in a designated or recognized flood plain,  flood plain
     district,  flood  hazard  area  or  area of  similar  characterization.  No
     commercial  use of any  portion  of the  Real  Property  will  violate  any
     requirement  of the United  States Corps of  Engineers or Laws  relating to
     wetlands areas.

          (x) All written leases, subleases,  licenses, concession agreements or
     other use or occupancy agreements pursuant to which the Company 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. The 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


                                       8
<PAGE>
     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.  The Company does not have any oral leases.  The Leases and the
     Company's  interests  thereunder are free of all Liens, except as set forth
     on Schedule 4.15.

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

     (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  Stockholders,
Company or any Subsidiary  received notice of any pending or threatened  special
assessment proceedings affecting any portion of the Real Property.

     (f) No  portion of the Real  Property  has  suffered  any damage by fire or
other casualty that 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,  except as set forth on  Schedule
4.14(b).

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

                                       9
<PAGE>
     4.15 Personal Property.

     (a)  Schedule  4.15(a)  sets  forth a  complete  and  accurate  list of all
personal  property  included on the Interim Balance Sheet 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 Stockholders or business or personal
affiliates of Stockholders 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, including those listed
on Schedule 4.15(a), are in good working order and condition,  ordinary wear and
tear  excepted.  All leases set forth on Schedule  4.15(a) are in full force and
effect and constitute valid and binding agreements of Company or any Subsidiary,
and the  Stockholders,  Company  or any  Subsidiary  are not 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
under an agreement listed on Schedule 4.15(a).

     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  listed  on  Schedule  4.16(b)(i)  and in the  Copyright
registrations  listed on  Schedule  4.16(b)(ii).  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
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
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


                                       10
<PAGE>
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.

     4.17 Material Contracts and Commitments.

     (a)  Schedule  4.17(a)  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 Stockholders 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.  Except as disclosed in Schedule
4.17(b),  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) The outstanding  balances on all loans or credit  agreements either (i)
between  Company or any Subsidiary and any person in which  Stockholders  owns a
material  interest,  or (ii)  guaranteed  by Company or any  Subsidiary  for the
benefit of any person in which  Stockholders owns a material  interest,  are set
forth in Schedule 4.17(c).

     (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,  except as set  forth on  Schedule  4.17(d),  (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 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.

                                       11
<PAGE>
     4.18 Government Contracts.

     (a)  Except  as set  forth  on  Schedule  4.18,  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)  Except  as set  forth  in  Schedule  4.18,  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.  Schedule  4.19 sets forth a complete and accurate list of
all insurance  policies carried by Company and each Subsidiary and all 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,


                                       12
<PAGE>
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,  except as set forth in Schedule 4.20:

     (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.

     4.21 Employee Benefit Plans.  Attached hereto as Schedule 4.21 is 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"). Schedule 4.21 sets forth all of the Plans that have
been terminated within the past three years.



                                       13
<PAGE>
     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,  are included as part
of Schedule  4.21. 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) any Stockholders;  (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;

     (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 has complied (and on the Closing Date will have
complied), in all respects with all reporting,  disclosure, notice, election and


                                       14
<PAGE>
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 the 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  Stockholders,  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.

     4.22 Conformity with Law; Litigation.

     (a)  Except as set  forth on  Schedule  4.22(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  Stockholders of Company 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) Except as set forth on Schedule 4.22(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


                                       15
<PAGE>
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 or any Subsidiary.

     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 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.

                                       16
<PAGE>
          (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.

          (xii) Except as set forth on Schedule  4.24,  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,  except as
contemplated herein or as set forth on Schedule 4.25, 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


                                       17
<PAGE>
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;

     (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 her 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 her 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 $10,000;

     (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;

                                       18
<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. Other than as set forth on Schedule 4.27(a), 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. Schedule
4.27(a) identifies all known underground and aboveground  storage tanks, and the
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


                                       19
<PAGE>
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. Schedule 4.27(c) includes a listing and description of all Environmental
Permits currently held by Company and each Subsidiary.

     (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
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 Company or
Stockholders  become  aware of any fact or  circumstance  which  would  change a
representation  or warranty of Company or  Stockholders in this Agreement or any
representation   made  on  behalf  of  Company  or   Stockholders,   Company  or
Stockholders  shall  immediately  give  notice of such fact or  circumstance  to
Purchaser.  However, such notification shall not relieve Company or Stockholders


                                       20
<PAGE>
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 Company and Stockholders, 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.  The  Stockholders  are the only  persons who are, 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.  Each Stockholder 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 his own account 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 himself or his
stockholders,  if any,  to be deemed an  "underwriter,"  as  defined  in Section
2(a)(11) of the 1933 Act, of such Purchaser Common Stock.

     4.34  Representations  of Worldnet.  To induce Purchaser to enter into this
Agreement  and  consummate  the  transactions   contemplated  hereby,  Worldnet,
represents and warrants to Purchaser as follows (for purposes of this Agreement,
the phrases  "knowledge  of Worldnet"  or  "Worldnet's  knowledge,"  or words of
similar  import,  mean the  knowledge  of the  stockholders  of Worldnet and the
directors  and  officers of Worldnet  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):

     (a) Due Organization.  Worldnet and each of its subsidiaries (the "Worldnet
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


                                       21
<PAGE>
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 Worldnet or any of
its Worldnet Subsidiaries  ("Material Adverse Effect").  Schedule 4.34(a) hereto
contains a list of all  jurisdictions  in which  Worldnet or any of its Worldnet
Subsidiaries  is  authorized  or  qualified  to do  business.  Worldnet and each
Worldnet Subsidiary is in good standing in each such jurisdiction.  Worldnet has
made available to Purchaser true, complete and correct copies of the articles or
certificate  of   incorporation   and  bylaws  of  Worldnet  and  each  Worldnet
Subsidiary.  Such  articles  or  certificate  of  incorporation  and  bylaws are
collectively  referred to as the "Charter  Documents."  Worldnet or any Worldnet
Subsidiary  is not in  violation of any Charter  Documents.  The minute books of
Worldnet and each Worldnet Subsidiary have been made available to Purchaser (and
as of the Closing,  the minute books of Worldnet and each  Worldnet  Subsidiary)
will have been delivered,  along with Worldnet's and each Worldnet  Subsidiary's
original  stock ledger and corporate  seal,  to Purchaser)  and are correct and,
except as set forth in Schedule 4.34(a), complete in all material respects.

     (b) Authorization; Validity. Worldnet has all requisite power and authority
to  enter  into  and  perform  its  obligations  pursuant  to the  terms of this
Agreement.  Worldnet 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 Worldnet and the  performance of the
transactions  contemplated  herein have been duly and validly  authorized by the
Board of  Directors of Worldnet,  and this  Agreement  has been duly and validly
authorized by all necessary  corporate action.  This Agreement is a legal, valid
and binding obligation of Worldnet, enforceable in accordance with its terms.

     (c) No Conflicts.  Except as disclosed in Schedule 4.34(c),  the execution,
delivery and performance of this Agreement, the consummation of the transactions
contemplated hereby, and the fulfillment of the terms hereof will not:

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

          (ii)  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 Worldnet
     or any Worldnet  Subsidiary is a party or by which Worldnet or any Worldnet
     Subsidiary  is bound,  or result in the creation or imposition of any lien,
     charge or encumbrance on any of any Worldnet's or any Worldnet Subsidiary's
     properties  pursuant to (a) any law or regulation to which  Worldnet or any
     Worldnet  Subsidiary or any of their respective property is subject, or (b)
     any judgment,  order or decree to which Worldnet or any Worldnet Subsidiary
     is bound or any of their respective property is subject;

          (iii) result in termination or any impairment of any permit,  license,
     franchise,  contractual  right or other  authorization  of  Worldnet or any
     Worldnet Subsidiary; or

          (iv) violate any law, order,  judgment,  rule,  regulation,  decree or
     ordinance  to which  Worldnet or any Worldnet  Subsidiary  is subject or by
     which  Worldnet or any  Worldnet  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.

                                       22
<PAGE>
     (d) Accredited Investor.  Worldnet is an "accredited investor" as that term
is defined in Rule  501(a)  promulgated  under the 1933 Act;  is  acquiring  the
common stock of the Purchaser for investment  purposes only, for its own account
and  not  with  the  view  to  any  resale  or  distribution   thereof;  is  not
participating,  directly or indirectly,  in an underwriting of such common stock
of the Purchaser; and will not take, or cause to be taken, any action that would
cause it or its  stockholders,  to be deemed an  "underwriter,"  as  defined  in
Section 2(a)(11) of the 1933 Act, of such common stock of the Purchaser.

5.       REPRESENTATIONS OF PURCHASER

     To induce the  Stockholders  and Company to enter into this  Agreement  and
consummate  the  transactions  contemplated  hereby,  Purchaser  represents  and
warrants to Stockholders 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  Stockholders  and the shares of common  stock to be  delivered to
Worldnet 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;

     (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).

                                       23
<PAGE>
 6.      COVENANTS

     6.1 Tax Matters.

     (a) The following  provisions shall govern the allocation of responsibility
as between  the  Stockholders  on one part,  and the  Surviving  Corporation  on
another part for certain tax matters following the Closing Date:

          (i)  Stockholders  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.  Stockholders  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 Stockholders 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.  Stockholders 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  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.

                                       24
<PAGE>

          (iii)  Purchaser  and  the  Surviving  Corporation  on  one  part  and
     Stockholders  on 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) Stockholders 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 Stockholders 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 Stockholders within
fifteen (15) days of receipt by the Surviving Corporation.

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

     6.4 Cooperation; Delayed Deliveries.

     (a) Company,  Stockholders, 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).

                                       25
<PAGE>
     (b) The  Stockholders  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,  Stockholders,  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;

     (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.

     6.6  Access to  Information.  Between  the date of this  Agreement  and the
Closing  Date,  Stockholders  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:

                                       26
<PAGE>
     (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;

     (e) increase the  compensation  payable or to become payable to any officer
or  director  of  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


                                       27
<PAGE>
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

     (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 Stockholders 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) Stockholders will not, directly or indirectly, offer, sell, contract to
sell, pledge or otherwise dispose of any of the shares of Purchaser Common Stock
to be received by them,  that do not  constitute  Pledged  Assets,  in the Stock
Purchase  prior to the date that is, (i) with  respect to 140,000 of the shares,
12 months from the Closing Date,  and (ii) with respect to 30,000 of the shares,
90-days from the Closing Date.

     (b)  Stockholders  acknowledge  and agree that  Purchaser  will not provide
Stockholders  with a prospectus for  Stockholders'  use in selling the shares of
Purchaser Common Stock to be received by Stockholders 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(b) will be satisfied as to
any sale by Stockholders of the Purchaser Common Stock  Stockholders 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 Stockholders 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.

     (c) The  certificate  or  certificates  evidencing  the shares of Purchaser
Common Stock to be delivered to  Stockholders  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.  THE SHARES  REPRESENTED BY THIS


                                       28
<PAGE>
CERTIFICATE  ARE  SUBJECT  TO A  CONTRACTUAL  HOLDING  PERIOD  EXPIRING  ON ***,
PURSUANT TO THAT CERTAIN STOCK  PURCHASE  AGREEMENT,  DATED AS OF APRIL 1, 2000,
AMONG THE ISSUER,  WORLDNET RECOURSES GROUP, INC., BRIAN WOOD AND KEENAN CHEUNG.
PRIOR TO THE  EXPIRATION  OF SUCH HOLDING  PERIOD,  SUCH SHARES MAY NOT BE SOLD,
TRANSFERRED  OR ASSIGNED  AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO
ANY ATTEMPTED  SALE,  TRANSFER OR  ASSIGNMENT.  UPON THE WRITTEN  REQUEST OF THE
HOLDER OF THIS CERTIFICATE,  THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND
(AND ANY STOP ORDER PLACED WITH THE TRANSFER  AGENT) WHEN THE HOLDING PERIOD HAS
EXPIRED. *** With respect to the shares of Purchaser Common Stock to be received
by Stockholders in the Stock Purchase,  certificates representing 140,000 shares
issued will read "April 1, 2001," and  certificates  representing  30,000 shares
will read "July 1, 2000."

     (d) The  Purchaser has agreed to register the 90,000 shares of common stock
granted to  Worldnet  on Form S-3 and in no event  later than 45 days after June
15, 2000.

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  Stockholders  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 Stockholders  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  Stockholders  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 Common 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  Stockholders  dated the
Closing Date to such effect.



                                       29
<PAGE>
     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  Stockholders  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 Stockholders 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
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 March 31, 2000 in a
form reasonably satisfactory to Purchaser.

     7.8 Due Diligence  Review;  Schedules.  Stockholders and Company 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 Employment Agreements and Non-Competition  Agreements. Each employee of
Company as  designated  by  Purchaser  shall  have  entered  into an  employment
agreement and a  non-competition  agreement with Company,  in form and substance
reasonably satisfactory to Purchaser.

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

     7.11 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.

     7.12 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.

     7.13  Related  Party  Agreements.  The  Company  shall  have  delivered  to
Purchaser evidence of repayment of all amounts due from, or due to, Stockholders
and all  entities in which  Stockholders  has an interest.  Such  amounts  shall
include all accounts receivable.

     7.14  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


                                       30
<PAGE>
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).

     7.15 Payment or  Satisfaction of Existing  Indebtedness.  The Company shall
have paid or  otherwise  satisfied  all accrued  indebtedness,  which is not the
regular and customary (a) operating  indebtedness  not for borrowed money as set
forth in Schedule 7.15(a), (b) car financing debt and trade debt as set forth in
Schedule 7.15(b), or (c) the private placement debenture in the principal amount
of $244,000.00 set forth in Schedule 7.15(c).

8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF STOCKHOLDERS, COMPANY AND WORLDNET

     The  obligation of  Stockholders,  Company and Worldnet to effect the Stock
Purchase  is 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 Stockholders.

     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 Common 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 Stockholders,  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.

     8.4  Employment  Agreements.  Company  shall have afforded each employee of
Company  designated  by Purchaser  an  opportunity  to enter into an  employment
agreement  with  Company  in  form  and  substance  reasonably  satisfactory  to
Purchaser.


                                       31
<PAGE>
 9.      INDEMNIFICATION

     9.1 General  Indemnification  by Stockholders.  Stockholders  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
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  Stockholders or
     Company  set  forth  in this  Agreement  or any  Schedule  or  certificate,
     delivered  by or  on  behalf  of  Company  or  Stockholders  in  connection
     herewith; or

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

          (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; or

          (iv) the matters  disclosed on Schedules  4.22  (conformity  with law;
     litigation), 4.24 (taxes) and 4.27 (environmental matters).

     (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 the  Stockholders  set forth in this  Agreement or
representations   and  warranties  made  in  Sections  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  Stockholders'  liability under this Article 9
shall not exceed the  Purchase  Price;  provided,  however,  that  Stockholders'
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;

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<PAGE>

     (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):

          (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


                                       33
<PAGE>
     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.

     (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


                                       34
<PAGE>
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  Stockholders,  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  Stockholders  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, the Pledged Assets or any
other  against  sums or  property  held or owed by  Purchaser  or the  Surviving
Corporation amounts finally determined under Section 9.3 to be owed to Purchaser
by Stockholders  under Section 9.1 hereof.  Stockholders  shall have no right of
contribution  or  subrogation  against  Company for any claim made  hereunder by
Purchaser or any other Indemnified Party from and after the Closing.


10.      NONCOMPETITION

     10.1  Prohibited  Activities.  Stockholders  agree that for a period of two
years following the Closing, neither them nor any of their affiliates, including
its stockholders immediately prior to the Closing, shall:

     (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  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

                                       35
<PAGE>
     (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  Stockholders 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 as a result of the breach of the  foregoing  covenant,  and because of
the immediate and irreparable damage that would be caused to Purchaser for which
they would have no other adequate remedy,  Stockholders agree that, in the event
of a breach by it or its affiliates of the foregoing covenant,  the covenant may
be enforced by Purchaser 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 Stockholders  and
any  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
(as successors to the businesses of Company).

     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  Stockholders
against Company 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  Stockholders
or any of her  affiliates  are 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
seeks to enforce the  agreements and covenants of  Stockholders  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 Stockholders or any of their affiliates are 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 Stockholders 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.


                                       36
<PAGE>
 11.     NONDISCLOSURE OF CONFIDENTIAL INFORMATION

     11.1 Stockholders. Stockholders recognize and acknowledge that they have 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.  Stockholders agree that they 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 Stockholders can show that such
information  has  become  known  to the  public  generally  through  no fault of
Stockholders'.  In the event of a breach or threatened breach by Stockholders of
the provisions of this Article 11,  Purchaser shall be entitled to an injunction
restraining Stockholders from disclosing, in whole or in part, such confidential
information.  Nothing  herein shall be construed as  prohibiting  Purchaser 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
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  Stockholders.  In the event of a breach or
threatened   breach  by  Purchaser  of  the   provisions  of  this  Article  11,
Stockholders  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  Stockholders  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 and Stockholders agree 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  Stockholders  and Company as a group, on one part, or by Purchaser,
on another  part,  if the Closing  shall not have  occurred on or before May 31,
2000,  provided that the right to terminate  this  Agreement  under this Section
12.1(b)  shall not be available to either party (with  Stockholders  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  Stockholders  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  Stockholders and Company deemed
to be a  single  party  for  this  purpose)  of any of the  representations  and


                                       37
<PAGE>
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  Stockholders  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.

     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  Stockholders  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 Stockholders.  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 Stockholders
and Company (as a group), on another part,  represents and warrants to the other


                                       38
<PAGE>
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
counsel  incurred  in  connection  with the  subject  matter of this  Agreement.
Stockholders  (and  not  Company)  have  and will  pay the  fees,  expenses  and
disbursements  of  Stockholders,  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 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 Worldnet to:

                           c/o Car Rental Direct.com, Inc.
                           765 The City Drive #105
                           Orange, CA 92868
                           Attn: Brian Wood
                           Facsimile: _______________



                                       39
<PAGE>
         If to Stockholders or Company to:


                           Car Rental Direct.com, Inc.
                           765 The City Drive #105
                           Orange, CA 92868
                           Attn: Brian Wood
                           Facsimile: _______________

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 Page Follows]



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<PAGE>

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



                                            PURCHASER:


                                            GENESISINTERMEDIA.COM, INC.


                                            By:______________________________
                                            Name:
                                            Title:


                                            WORLDNET:


                                            WORLDNET RECOURSES GROUP, INC.,
                                            a Utah corporation


                                            By:______________________________
                                            Name:
                                            Title:

                                            STOCKHOLDERS:

                                            BRIAN WOOD


                                            ______________________________

                                            KEENAN CHEUNG


                                            ______________________________