EXHIBIT 10.1

THE SECURITIES  WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE  SECURITIES  ACT OF 1933 (THE "1933 ACT"),  NOR  REGISTERED  UNDER ANY
STATE SECURITIES LAW, AND ARE "REGISTERED SECURITIES" AS THAT TERM IS DEFINED IN
RULE 144 UNDER THE 1933 ACT.  THE  TRANSFERRED  EXCEPT  PURSUANT TO AN EFFECTIVE
REGISTRATION  STATEMENT  UNDER THE 1933 ACT, OR PURSUANT  TO AN  EXEMPTION  FROM
REGISTRATION  UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED
TO THE SATISFACTION OF THE COMPANY.

                       AGREEMENT FOR THE EXCHANGE OF STOCK

           AGREEMENT made this 15th day of July, 1997, by and between L W GLOBAL
(U.S.A.),  INC.,  a  Delaware  corporation,  (hereinafter  referred  to  as  the
"ISSUER")  and Flex  Marketing,  Inc.,  an Ohio  corporation  ("FLEX"),  and the
individuals  listed in Exhibit A attached hereto,  (the  "SHAREHOLDERS"),  which
SHAREHOLDERS own all of the issued and outstanding shares of Micor Technologies,
Inc., an Arizona corporation. ("MTI")

           In   consideration   of   the   mutual   promises,   covenants,   and
representations contained herein, and other good and valuable consideration,

           THE PARTIES HERETO AGREE AS FOLLOWS:

           1.  EXCHANGE OF  SECURITIES.  Subject to the terms and  conditions of
this Agreement, the ISSUER agrees to issued to SHAREHOLDERS, 8,500,000 shares of
the common  stock of ISSUER,  $0.001 par value (the  "Shares"),  in exchange for
100% of the issued and  outstanding  shares of MTI, such that MTI shall become a
wholly owned subsidiary of the ISSUER.  The shares to be issued to FLEX will not
be Registered, but will be issued pursuant to an exemption from Registration.

           2. REPRESENTATIONS AND WARRANTIES.  ISSUER represents and warrants to
SHAREHOLDERS and MTI the following:

                     i.   Organization.  ISSUER is a corporation duly organized,

validly existing,  and in good standing under the laws of Dealware,  and has all
necessary  corporate  powers to own properties  and carry on a business,  and is
duly  qualified  to do business and is in good  standing in Nevada.  All actions
taken by the ISSUER have been valid and in accordance with the laws of the State
of Delaware.

                     ii. Capital The authorized capital stock of ISSUER consists
of 20,000,000 shares of common stock,  $0.001 par value, of which 10,000,000 are
issued and  outstanding,  and shares are fully paid and non assessable,  free of
liens,  encumbrances,  options,  restrictions  and legal or equitable  rights of
others not a party to this Agreement.  At closing,  there will be no outstanding
subscriptions,  options,  rights,  warrants,  convertible  securities,  or other
agreements or commitments  obligating  ISSUER to issue or transfer from treasury
any additional  shares of its capital stock.  None of the outstanding  shares of
ISSUER are subject to any stock restriction agreements.  All of the shareholders


                                        1

<PAGE>



of ISSUER have valid title to such shares and acquired  their shares in a lawful
transaction and in accordance with the laws of Delaware.

                     iii. Financial Statements.   Exhibit  B to  this  Agreement
includes  the  balance  sheet of ISSUER  as of June 30,  1997,  and the  related
statements  of income and  retained  earnings  for the period  then  ended.  The
financial  statements have been prepared in accordance  with generally  accepted
accounting  principles  consistently  followed by ISSUER  throughout the periods
indicated, and fairly present the financial position of ISSUER as of the date of
the balance sheet in the financial statements, and the results of its operations
for the periods indicated.

                     iv.  Absence of Changes.   Since  the date of the financial
statements,  there  has not  been  any  change  in the  financial  condition  or
operations of ISSUER,  except changes in the ordinary course of business,  which
changes have not in the aggregate been materially adverse.

                     v.  Liabilities.  ISSUER does not have any debt, liability,
or  obligation  of  any  nature,  whether  accrued,  absolute,   contingent,  or
otherwise,  and whether due or become due, that is not reflected on the ISSUER'S
financial statement.  ISSUER is not aware of any pending, threatened or asserted
claims, lawsuits or contingencies involving ISSUER or its common stock. There is
no dispute of any kind between  ISSUER and any third party,  and no such dispute
will exist at the closing of this  Agreement.  At  closing,  ISSUER will be free
from any and all liabilities, liens, claims, and/or commitments.

                     vi. Ability to Carry Out Obligations. ISSUER has the right,
power,  and  authority  to enter into and  perform  its  obligations  under this
Agreement.  The  execution  and  delivery  of this  Agreement  by ISSUER and the
performance by ISSUER of its obligations  hereunder will not cause,  constitute,
or  conflict  with  or  result  in (a) any  breach  or  violation  or any of the
provisions of or constitute a default  under any license,  indenture,  mortgage,
charter,  instrument,  articles of  incorporation,  bylaw, or other agreement or
instrument to which ISSUER or its shareholders are a party, or by which they may
be bound, nor will any consents or  authorizations of any party other than those
hereto be  required,  (b) an event that would  cause  ISSUER to be liable to any
party,  or (c) an event that would result in the creation or  imposition  or any
lien,  charge or  encumbrance  on any asset of ISSUER or upon the  securities of
ISSUER to be acquired by SHAREHOLDERS.

                     vii. Full  Disclosure.  None  of  the  representations  and
warranties made by the ISSUER, or in any certificate or memorandum  furnished or
to be furnished by the ISSUER,  contains or will contain any untrue statement of
a material  fact,  or omit any  material  fact the  omission  of which  would be
misleading.

                     viii. Contract and Leases. ISSUER is not currently carrying
on any  business  and is not a party to any  contract,  agreement  or lease.  No
person holds a power of attorney from ISSUER.

                     ix.  Compliance with Laws. ISSUER has complied with, and is
not in violation of any federal, state, or local statute, law, and/or regulation
pertaining to ISSUER.  ISSUER has complied with all federal and state securities
laws in connection with the issuance, sale and distribution of its securities.

                     x.   Litigation.  ISSUER  is not (and has not been) a party
to any suit, action, arbitration, or legal, administrative, or other proceeding,
or pending  governmental  investigation.  To the best  knowledge  of the ISSUER,
there is no basis  for any such  action  or  proceeding  and no such  action  or


                                        2

<PAGE>



proceeding  is  threatened  against  ISSUER and  ISSUER is not  subject to or in
default with respect to any order, writ,  injunction,  or decree of any federal,
state, local, or foreign court, department, agency, or instrumentality.

                     xi. Conduct of Business. Prior to the closing, ISSUER shall
conduct its business in the normal course,  and shall not (1) sell,  pledge,  or
assign any assets (2) amend its Articles of Incorporation or Bylaws, (3) declare
dividends,  redeem or sell stock or other securities, (4) incur any liabilities,
(5)  acquire or  dispose  of any  assets,  enter  into any  contract,  guarantee
obligations of any third party, or (6) enter into any other transaction.

                     xii.  Corporate Documents.  Copies of each of the following
documents,  which are true, complete and correct in all material respects,  will
be attached to and made a part of this Agreement:

                    1.   Articles of Incorporation;
                    2.   Bylaws;
                    3.   Minutes of Shareholders Meetings;
                    4.   Minutes of Directors Meetings;
                    5.   List of Officers and Directors;
                    6.   Balance  Sheet as of June 30, 1997  together with other
                         financial statements described in Section 2 (iii);
                    7.   Stock  register  and  stock  records  of  ISSUER  and a
                         current, accurate list of ISSUER's shareholders.

                     xiii.  Documents.  All minutes, consents or other documents
pertaining to ISSUER to be delivered at closing shall be valid and in accordance
with the laws of Delaware.

                     xiv.   Title.  The Shares to be issued to SHAREHOLDERS will
be,  at  closing,  free and clear of all  liens,  security  interests,  pledges,
charges, claims and encumbrances of any kind. None of such Shares are or will be
subject to any voting  trust or  agreement.  No person holds or has the right to
receive any proxy or similar  instrument with respect to such shares,  except as
provided in this  Agreement,  the ISSUER is not a party to any  agreement  which
offers or grants to any  person  the right to  purchase  or  acquire  any of the
securities to be issued to SHAREHOLDERS.  There is no applicable local, state or
federal law, rule,  regulation,  or decree which would result of the issuance of
the Shares to SHAREHOLDERS,  impair,  restrict,  or delay  SHAREHOLDERS'  voting
rights with respect to the Shares.

           3.   SHAREHOLDERS   and  MTI  represent  and  warrant  to  ISSUER the
following:

                     i.  Organization.  MTI  is  a  corporation  duly organized,
validly  existing,  and in good standing under the laws of Arizona,  and has all
necessary  corporate  powers to own properties  and carry on a business,  and is
duly  qualified to do business and is in good  standing in Arizona.  All actions
taken by the  Incorporators,  directors and  shareholders of MTI have been valid
and in accordance with the laws of the State of Arizona.

                     ii. Shareholder and Issued Stock.  Exhibit A annexed hereto
sets forth the names and share holdings of 100% of MTI's shareholders.


                                        3

<PAGE>



                     iii.  Listing  Stock for Trading Upon closing, SHAREHOLDERS
and MTI shall take all steps  reasonably  necessary to get the  ISSUER's  common
stock  listed for trading in NASD  Automated  Bulletin  Board and to, as soon as
practicably possible,  have the company listed with Standard and Poors or Moodys
in their Accelerated Corporate Report.

                     iv.  Counsel.  SHAREHOLDERS  and  MTI represent and warrant
that prior to Closing,  that they are represented by independent counsel or have
had the  opportunity  to retain  independent  counsel to represent  them in this
transaction  and that prior to Closing,  the law offices of Donald F. Mintmire &
Associates has acted as exclusive  counsel to the ISSUER and has not represented
either the SHAREHOLDERS or MTI in any manner whatsoever.

           4.  INVESTMENT  INTENT.  SHAREHOLDERS  agrees  that the Shares  being
issued pursuant to this Agreement may be sold, pledged, assigned, hypothecate or
otherwise  transferred,  with or  without  consideration  (a  "Transfer"),  only
pursuant to an effective registration statement under the Act, or pursuant to an
exemption from  registration  under the Act, the  availability of which is to be
established to the  satisfaction of ISSUER.  SHAREHOLDERS  agrees,  prior to any
Transfer,  to give written notice to ISSUER  expressing his desire to effect the
transfer and describing the proposed transfer.

           5.  CLOSING.  The closing of this transaction shall take place at the
law offices of Donald F.  Mintmire,265  Sunrise  Avenue,  Suite 204, Palm Beach,
Florida.  Unless the closing of this  transaction  takes place on or before July
31, 1997, then either party may terminate this Agreement.

           6.  DOCUMENTS TO BE DELIVERED AT CLOSING.

                     i.   By the ISSUER

                               (1)    Board of Directors Minutes authorizing the
issuance of a certificate or certificates  for 8,500,000  Shares,  registered in
the names of the SHAREHOLDERS equal to their pro-rata holdings in MTI.

                               (2)    The resignation of all officers of ISSUER.

                               (3)    A Board of Directors resolution appointing
such person as SHAREHOLDERS designate as a director(s) of ISSUER.

                               (4)    The resignation of all of the directors of
ISSUER,  except  that  of  SHAREHOLDER'S  designee,   sated  subsequent  to  the
resolution described in 3, above.

                               (5)    Unaudited  financial statements of ISSUER,
which shall include a balance sheet dated as of June 30, 1997 and  statements of
operations,  stockholders  equity  and cash flows for the  twelve  month  period
ended.

                               (6)    All  of the business and corporate records
of ISSUER,  including but not limited to correspondence  files, bank statements,
checkbooks, savings account books, minutes of shareholder and director meetings,
financial statements,  shareholder listings, stock transfer records,  agreements
and contracts.


                                        4

<PAGE>



                               (7)   Such other minutes of ISSUER's shareholders
or directors as may reasonably be required by SHAREHOLDERS.

                               (8)   Within  14  days  of  closing,   a  private
placement  memorandum  pursuant to Rule 504 of Regulation D as promulgated under
the Securities Act of 1933 for up to 985,000 shares of ISSUER's stock, on a post
closing basis, at a price of $_____ per share.

                               (9)  An  Opinion  Letter  from  ISSUER'S Attorney
attesting to the validity and condition of the ISSUER.

                     ii.  By SHAREHOLDER ANS MTI:

                               (1)  Delivery  to  the  Issuer,  to  its Transfer
Agent, the certificates representing 100% of the issued and outstanding stock of
MTI.

                               (2)  Consents  signed  by all of the shareholders
of MTI consenting to the terms of this Agreement.


           7.  REMEDIES.

                     i.  Arbitration.   Any controversy or claim arising out of,
or relating to, this Agreement,  or the making,  performance,  or interpretation
thereof,  shall be  settled by  arbitration  in Palm  Beach  County,  Florida in
accordance  with the Rules of the  American  Arbitration  Association  under its
Commercial  Arbitration  Rules then  existing,  and judgment on the  arbitration
award may be entered in any court having  jurisdiction over the subject mater of
the controversy.

           8.  MISCELLANEOUS.

                     i.  Captions  and  Headings.   The  Article  and  paragraph
headings  throughout  this Agreement are for convenience and reference only, and
shall in now way be  deemed  to  define,  limit,  or add to the  meaning  of any
provision of this Agreement.

                     ii.  No  Oral  change.  This  Agreement  and  any provision
herein, may not be waived, changed,  modified, or discharged orally, but only by
an agreement in writing  signed by the party  against  whom  enforcement  of any
waiver, change modification, or discharge is sought.

                     iii. Non  Waiver.  Except as otherwise  provided herein, no
waiver of any  covenant,  condition,  or  provision of this  Agreement  shall be
deemed to have been made  unless  expressly  in writing  and signed by the party
against whom such waiver is charged;  and (I) the failure of any party to insist
in any  one  or  more  cases  upon  the  performance  of any of the  provisions,
covenants,  or  conditions  of this  Agreement or to exercise any option  herein
contained shall not be construed as a waiver or relinquishment for the future of
any  such  provisions,   covenants,  or  conditions,   (ii)  the  acceptance  of
performance  of  anything  required  by  this  Agreement  to be  performed  with
knowledge of the breach or failure of a covenant, condition, or provision hereof
shall not be deemed a waiver of such breach or  failure,  and (iii) no waiver by
any party of one breach by another  party  shall be  construed  as a waiver with
respect to any other or subsequent breach.


                                        5

<PAGE>



                     iv.   Time of Essence.  Time  is  of  the  essence  of this
Agreement and of each and every provision hereof.

                     v.    Entire Agreement.  This Agreement contains the entire
Agreement and understanding between the parties hereto, and supersedes all prior
agreements and understandings.

                     vi.   Counterparts.   This   Agreement   may   be  executed
simultaneously  in one or more  counterparts,  each of which  shall be deemed an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.

                     vii.  Notices.  All  notices,  requests, demands, and other
communications  under this Agreement  shall be in writing and shall be deemed to
have been duly given on the date of service if served personally on the party to
whom notice is to be given,  or on the third day after  mailing if mailed to the
party  to whom  notice  is to be  given,  by first  class  mail,  registered  or
certified, postage prepaid, and properly addressed, and by fax, as follows:

 ISSUER:                 Dale B. Finfrock
                         P.O. Box 669
                         Palm Beach, FL 33480

 With a copy to:         Donald F. Mintmire, Esq.
                         265 Sunrise Avenue, Suite 204
                         Palm Beach, FL 33480

 MTI:                    Jerry M. Washburn
                         5608 N. 27th Ave.
                         Phoenix, AZ 85017

           IN WITNESS WHEREOF,  the undersigned has executed this Agreement this
15 day of July, 1997.

L W GLOBAL (U.S.A.), INC.                   MICOR TECHNOLOGIES, INC.

By: Dale B. Finfrock                        By: Jerry M. Washburn
-----------------------------------         --------------------------------
Dale B. Finfrock, President                 Jerry M. Washburn, President



                                        6

<PAGE>



                                    EXHIBIT A

                    SHAREHOLDERS OF MICOR TECHNOLOGIES, INC.

NAME                                           SHARES


Craig J. Blight                                 2,586
Jeffrey A. Mattus                                 690
Arthur Del Aguila                                 690
Patrick A. Taylor                               5,747
Randy A. Pendley                                2,586
Elliot S. Crayne                                  345
Jackie G. Hass                                  2,069
Jerry M. Washburn                           3,300,000
William B. Meger                            3,285,287
John L. Day                                   750,000
Steven Stroblas                               650,000
Twana L. Nugent                               500,000



                                        7