EXHIBIT 10.1

                          AGREEMENT AND PLAN OF MERGER

                                  BY AND AMONG

                                   NELX, INC.,

                             FSI ACQUISITION CORP.,

                            AND FS INVESTMENTS, INC.

                                  MAY 18, 2001


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         THIS AGREEMENT AND PLAN OF MERGER (this "AGREEMENT") is entered into as
of the 18th day of May,  2001,  by and among NELX,  INC.,  a Kansas  corporation
("NELX"),  FSI ACQUISITION  CORP., a West Virginia  corporation  wholly owned by
NELX  ("Acquisition"),  and FS  INVESTMENTS,  INC., a West Virginia  corporation
("FSI").

                                 R E C I T A L S

         A. The Board of Directors of each of NELX, FSI and Acquisition  believe
that it is in the best interests of each company and its respective stockholders
to consummate  the  reorganization  provided for herein,  pursuant to which NELX
will directly  acquire all of the capital stock of FSI (the "FSI Common  Stock")
through a merger of Acquisition  with and into FSI, with FSI being the surviving
corporation (as hereinafter defined in Section 1.1, the "Merger").

         B.  Pursuant to a vote of the  holders of all capital  stock of FSI and
Acquisition made in accordance WITH SECTION 117 of the West Virginia Corporation
Act ("WVCA"), the stockholders of FSI and Acquisition have approved the Merger.

         C. For federal  income tax  purposes,  it is  intended  that the Merger
qualify as a reorganization under the provisions of Section 368(a)(1)(A) and 368
(a)(2)(E) of the Internal Revenue Code of 1986, as amended (the "Code").

                                A G R E E M E N T

         NOW, THEREFORE, in consideration of the covenants,  representations and
warranties set forth herein,  and for other good and valuable  consideration the
receipt and  sufficiency of which is hereby  acknowledged,  the parties agree as
follows:

                                   ARTICLE I

                                   THE MERGER

1.1 THE MERGER.  Upon the terms and  subject to the  conditions  hereof,  and in
accordance  with the WVCA,  at the  Effective  Time (as  defined in Section  1.3
hereof),  (a)  Acquisition  shall be merged with and into FSI,  (b) the separate
corporate  existence of Acquisition  shall cease,  and (c) FSI shall continue as
the surviving corporation (the "Surviving  Corporation") in the Merger under the
laws of the State of West  Virginia  under the name FS  Investments,  Inc.  (the
"Merger").

1.2  CLOSING  AND  CLOSING  DATE.  Subject to the terms and  conditions  of this
Agreement,  the  closing of the Merger  (the  "Closing")  will take place at the
offices of Jacobs & Company,  Suite 970, 300 Summers  Street,  Charleston,  West
Virginia 25301 on May 29, 2001 at 1:00 p.m. local time, or as soon thereafter as
reasonably  practicable  on (a) the  next  business  day  after  the  last to be
fulfilled  or  waived  of the  conditions  set forth in  Article  VIII  shall be
fulfilled or waived in accordance  herewith,  or (b) at such other time, date or
place as FSI and NELX may agree in writing. The date on which the Closing occurs
is referred to herein as the "Closing Date".

1.3 EFFECTIVE TIME OF THE MERGER.  On the Closing Date, the parties hereto shall
cause articles of merger,  or other  appropriate  documentation,  satisfying the

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requirements  of the WVCA (the "Articles of Merger") to be filed with the office
of the Secretary of State of the State of West  Virginia in accordance  with the
provisions of the WVCA. When used herein,  the term "Effective  Time" shall mean
the date and time when the  Articles of Merger have been  accepted for filing by
the  Secretary  of State of the State of West  Virginia or such date and time as
otherwise specified in the Articles of Merger.

1.4 EFFECT OF THE MERGER.  The Merger shall,  from and after the Effective Time,
have the effects  provided  in Section 37 of the WVCA.  If at any time after the
Effective Time, any further action is deemed necessary or desirable to carry out
the purposes of this  Agreement,  the parties  hereto  agree that the  Surviving
Corporation  and its proper  officers and directors shall be authorized to take,
and shall take, any and all such action.

                                   ARTICLE II
                            THE SURVIVING CORPORATION

2.1 CERTIFICATE OF INCORPORATION.  The Certificate of Incorporation of FSI shall
be the  Certificate  of  Incorporation  of the Surviving  Corporation  after the
Effective Time,  until  thereafter  changed or amended as provided therein or by
applicable law.

2.2 BYLAWS.  The bylaws of FSI as in effect  immediately  prior to the Effective
Time shall be the bylaws of the Surviving Corporation,  until thereafter changed
or amended as provided therein or by applicable law.

2.3 BOARD OF DIRECTORS AND OFFICERS.  The board of directors and officers of FSI
immediately  prior to the  Effective  Time shall be the board of  directors  and
officers,  respectively,  of  the  Surviving  Corporation,  effective  as of the
Effective  Time, and until the earlier of their  respective  resignations or the
time  that  their  respective  successors  are duly  elected  or  appointed  and
qualified.

                                  ARTICLE III
                              CONVERSION OF SHARES

3.1 MERGER CONSIDERATION.  As of the Effective Time, by virtue of the Merger and
without any action on the part of Acquisition, FSI, or NELX:

         (a) Each share of FSI Common Stock, issued and outstanding  immediately
prior to the Effective Time will be converted, without any action on the part of
the  holders  thereof  (the  "Shareholders"),  into its  proportionate  share of
50,000,000  shares of the common  stock,  par value  $.0001  per share,  of NELX
("NELX Common Stock");  provided that the proportion of FSI Common Stock held by
each  Shareholder  shall be  determined  for such  purpose by including in total
outstanding  shares of FSI the number of shares of FSI  Common  Stock into which
the convertible  notes of FSI in the aggregate  principal amount of $802,500 are
convertible  and,  to the  extent  such  notes  are not  converted  prior to the
Effective Time, the shares of NELX Common Stock to be issued in the Merger shall
be reduced by the number of NELX  Common  Shares  that would have been issued to
the non-converting noteholders had they exercised their conversion privilege. No
fractional  shares of NELX Common  Stock shall be delivered as the result of the
Merger (and the number of shares of NELX  Common  Stock to be  delivered  to any
Shareholder shall be rounded down to the nearest whole number); and the

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Shareholders  shall not be entitled to cash in lieu of fractional  shares.  And,
notwithstanding any provision of this Agreement to the contrary, no more than an
aggregate of 50,000,000  shares of NELX Common Stock shall be issued or issuable
at  the  Effective  Time  pursuant  to the  Merger.  Immediately  following  the
Effective  Time,  the  Shareholders  shall  deliver  to  NELX  the  certificates
representing the FSI Common Stock, and NELX shall cause NELX's transfer agent to
deliver to the Shareholders  certificates  representing the NELX Common Stock in
accordance with Exhibit A hereto.  The NELX Common Stock issued pursuant to this
Section  3.1(a) shall be duly  authorized,  fully paid and  non-assessable.  All
shares of NELX  Common  Stock  issued in  accordance  with  Section 3.1 shall be
deemed to be in full  satisfaction  of all  rights  pertaining  to shares of FSI
Common Stock held by the Shareholders.  The Shareholders  shall have no right to
transfer  or assign  the right to receive  the NELX  Common  Stock  prior to the
issuance thereof.

         (b) Each share of  Acquisition  Common  Stock  issued  and  outstanding
immediately prior to the Effective Time will be converted, without any action on
the part of the holder  thereof,  into ten (10) duly and validly  issued,  fully
paid and non-assessable shares of the common stock, par value $.01 per share, of
the Surviving Corporation.

3.2  NO  FURTHER  RIGHTS.   From  and  after  the  Effective  Time,  holders  of
certificates  theretofore  evidencing  FSI Common  Stock shall cease to have any
rights as stockholders of FSI, except as provided herein or by applicable law.

3.3 TAX CONSEQUENCES. It is intended by the parties hereto that the Merger shall
constitute  a  reorganization  within the meaning of Sections  368(a)(1)(A)  and
368(a)(2)(E)  of the Code. The parties hereto adopt this Agreement as a "plan of
reorganization"  within the meaning of Section  1.368-2(g) and 1.368-3(a) of the
Income Tax Regulations.

                                   ARTICLE IV
                      REPRESENTATIONS AND WARRANTIES OF FSI

         FSI represents and warrants to NELX as follows:

4.1 ORGANIZATION,  ETC. FSI is a corporation duly organized and validly existing
and in good  standing  under  the  laws of the  State of West  Virginia,  and is
qualified  or  licensed  to do  business  and is in good  standing  as a foreign
corporation in each other  jurisdictions in which the conduct of its business or
the ownership of property requires such qualification or licensing, except where
failure to be so qualified or licensed would not have a material  adverse effect
on the financial  condition or operations  of FSI and its  subsidiary,  Triangle
Surety  Agency,  Inc.  ("TSA"),  taken as a whole (for FSI, a "Material  Adverse
Effect").  TSA is duly organized and validly existing and in good standing under
the laws of the State of West  Virginia,  and is  qualified  or  licensed  to do
business  and is in  good  standing  as a  foreign  corporation  in  each  other
jurisdiction  in which the conduct of its business or the  ownership of property
requires  such  qualification  or  licensing,  except  where  failure  to  be so
qualified or licensed would not have a Material  Adverse  Effect on FSI.  Except
for TSA,  FSI does not own, of record or  beneficially,  the  securities  of any
other entity.

4.2 AUTHORITY.  FSI has the corporate power and authority to execute and deliver
this  Agreement and to perform its  obligations  hereunder,  and such action has

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been duly  authorized  by all  necessary  action of FSI's Board of Directors and
will have been duly authorized by the stockholders prior to the Effective Time.

4.3  ENFORCEABILITY.  This Agreement has been duly executed and delivered by FSI
and  constitutes a legal,  valid and binding  obligation of FSI  enforceable  in
accordance  with its terms,  subject  to:  (i)  judicial  principles  respecting
election  of  remedies or limiting  the  availability  of specific  performance,
injunctive  relief, or other equitable  remedies;  (ii) bankruptcy,  insolvency,
reorganization,  moratorium  or other  similar  laws now or  hereafter in effect
generally  relating to or affecting  creditors'  rights; and (iii) public policy
concerns  (including,  without  limitation,  the ability of a court to refuse to
enforce  unconscionable   covenants,   indemnification   provisions  or  similar
provisions).

4.4 NO VIOLATION.  The execution and the delivery by FSI of this  Agreement does
not and  will  not (i)  conflict  with  or  result  in a  breach  of the  terms,
conditions or provisions of, (ii) constitute a default under,  (iii) result in a
violation  of, or (iv)  require any notice,  filing,  authorization,  consent or
approval  not  heretofore  obtained  pursuant  to, any  binding  written or oral
agreement or instrument including, without limitation, any charter, bylaw, trust
instrument,  indenture  or evidence of  indebtedness,  lease,  contract or other
obligation or commitment (each, a "Contractual  Obligation") binding upon FSI or
TSA or any of  their  properties  or  assets,  or  any  law,  rule,  regulation,
restriction,  order, writ, judgment, award, determination,  injunction or decree
of any court or government, or any decision or ruling of any arbitrator (each, a
"Requirement  of Law")  binding upon or applicable to FSI or TSA or any of their
properties or assets.

4.5 LITIGATION. FSI is plaintiff in a civil action filed on January 10, 2001, in
United States District Court for the Eastern  District of Kentucky against Asset
Guaranty  Insurance  Company  and  Van-American  Companies,  Inc.  Copies of all
pleadings  in  such  action  have  been  delivered  to  NELX.   Except  for  the
counterclaims  filed in such action,  there are no pending or overtly threatened
actions,  claims,  investigations,   suits  or  proceedings  by  or  before  any
governmental authority,  arbitrator,  court or administrative agency which would
have a Material Adverse Effect on FSI.

4.6  CAPITALIZATION.  Exhibit A hereto  sets  forth the  record  holders  of all
outstanding  shares of the FSI Common Stock (the "Issued Shares") and the number
of Issued Shares owned by such Shareholder.  FSI has authorized  600,000 shares,
500,000  of which are Common  Stock,  par value  $1.00 per share and  100,000 of
which  are  preferred  stock,  par  value  $10.00  per  share.  No shares of FSI
preferred stock have been issued or are outstanding. No shares of the FSI Common
Stock are held in the  treasury of FSI. The Issued  Shares are duly  authorized,
validly issued, outstanding, fully paid and nonassessable.  FSI owns 100% of the
outstanding  Common  Stock of TSA.  There do not exist any other  authorized  or
outstanding  securities,   options,  warrants,  calls,  commitments,  rights  to
subscribe or other  instruments,  agreements or rights of any character,  or any
pre-emptive  rights,  convertible  into or  exchangeable  for, or  requiring  or
relating to the  issuance,  transfer or sale of, any shares of capital  stock or
other securities of FSI or TSA, excepting certain convertible notes of FSI which
rights of conversion will be exercised or terminate prior to the Effective Time.
Exhibit  A will be  amended  prior to the  Effective  Time to  reflect  any such
conversion.

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4.7  FINANCIAL  STATEMENTS.  ATTACHED AS SCHEDULE  4.7 hereto are the  unaudited
consolidated financial statements of FS Investments, Inc. and Subsidiary for the
years ended December 31, 2000 and 1999 (the "FSI Financial Statements"). The FSI
Financial Statements are internal statements prepared by management. Each of the
FSI Financial  Statements (a) is complete and correct and presents fairly in all
material respects the consolidated  financial condition of FSI and TSA as of the
dates  thereof,  (b) discloses all material  liabilities of FSI and TSA, and (c)
has been  prepared on a modified  income tax basis and is  therefore a departure
from  statements  prepared in  accordance  with  generally  accepted  accounting
principles. Since December 31, 2000, there has been no change which would have a
Material Adverse Effect on FSI,  liabilities  incurred have been for the purpose
of financing  the ordinary  business and  operations  of the  corporations,  and
neither FSI nor TSA has mortgaged,  pledged,  granted a security  interest in or
otherwise encumbered any of its assets or properties.

4.8 INCOME TAX RETURNS.  FSI and TSA have filed all federal and state income and
other  tax  returns  which are  required  to be filed,  and have  paid,  or made
provision  for the payment of, all taxes which have become due  pursuant to said
returns or pursuant to any assessment received by FSI or TSA, except such taxes,
if any, as are being  contested in good faith and as to which adequate  reserves
have  been  provided.  FSI  has no  knowledge  of  any  pending  assessments  or
adjustments of taxes payable of FSI or TSA with respect to any year.

4.9 PERMITS,  FRANCHISES.  FSI or TSA possesses, and will hereafter possess, all
permits, consents, approvals, franchises and licenses required and rights to all
trademarks,  trade names,  patents,  and fictitious names, if any,  necessary to
enable them to conduct the business in which they are now engaged in  compliance
with  applicable  law,  except where  failure to do so would not have a Material
Adverse Effect on FSI.

4.10  ERISA.  Neither  FSI  nor  TSA  maintains,  and  neither  has in the  past
maintained,  any employee pension benefit plan (a "Plan") that is subject to the
provisions of the Employee Retirement Income Security Act of 1974, as amended or
recodified from time to time ("ERISA").

4.11 OTHER OBLIGATIONS.  Neither FSI nor TSA is in default on any obligation for
borrowed  money,  any purchase  money  obligation or any other  material  lease,
commitment, contract, instrument or obligation.

4.12  ENVIRONMENTAL  MATTERS.  FSI and TSA each has  been in  compliance  in all
material respects with all applicable federal or state environmental,  hazardous
waste, health and safety statutes, and any rules or regulations adopted pursuant
thereto,  which  govern  or  affect  any of  FSI's or  TSA's  operations  and/or
properties  (collectively,  "Environmental Laws"). None of the operations of FSI
or TSA is the subject of any federal or state  investigation  evaluating whether
any remedial action  involving a material  expenditure is needed to respond to a
release of any toxic or hazardous  waste or substance into the  environment.  To
the knowledge of FSI, neither FSI nor TSA has any material contingent  liability
in connection with any release of any toxic or hazardous waste or substance into
the  environment.  This  Section  4.12  shall  be the only  representations  and
warranties  of FSI  and  TSA  concerning  environmental  matters,  and no  other
representation  and  warranty in this  Agreement  shall  apply to  environmental
matters.

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4.13 REAL PROPERTY; LEASES. NEITHER FSI NOR TSA OWNS ANY REAL PROPERTY. SCHEDULE
4.13 sets forth a complete  and accurate  list of each lease,  sublease or other
arrangement  pursuant  to which  either  FSI or TSA  leases  or  subleases  real
property (collectively,  the "Leased Premises"). Neither FSI or TSA has received
any notice of any event of default or any event,  occurrence,  condition or act,
including without  limitation,  the execution and delivery of this Agreement and
the consummation of the transactions  contemplated hereunder,  which constitutes
or would  constitute  (with  notice or lapse of time or both) a  default  in any
respect under any of the leases or subleases on Schedule 4.13.

4.14  NO  CONSENT  REQUIRED.  Except  for  the  approval  of the  Merger  by the
Shareholders,  FSI's execution,  delivery and performance of this Agreement does
not require the consent or approval of any other  person or entity which has not
been  obtained,  including,  without  limitation,  any  regulatory  authority or
governmental  body of the United  States of America or any state  thereof or any
political subdivision of the United States of America or any state thereof.

4.15  NO  BROKERS.   All  negotiations   relative  to  this  Agreement  and  the
transactions contemplated hereby have been carried out by FSI directly with NELX
without  the  intervention  of any person on behalf of FSI in such  manner as to
give rise to any valid claim against NELX or FSI for a finder's  fee,  brokerage
commission or similar payment.

4.16 FULL DISCLOSURE.  No representation,  warranty,  schedule or certificate of
FSI made or delivered  pursuant to this  Agreement  contains or will contain any
untrue  statement  of fact,  or omits or will omit to state a material  fact the
absence  of  which  makes  such  representation,  warranty  or  other  statement
misleading.

                                   ARTICLE V
       ADDITIONAL REPRESENTATION AND WARRANTY RELATING TO THE SHAREHOLDERS

         FSI hereby  represents and warrants to NELX that each  Shareholder owns
of record the shares of FSI Common Stock indicated  opposite such  Shareholder's
name on Exhibit A hereto.

                                   ARTICLE VI
             REPRESENTATIONS AND WARRANTIES OF NELX AND ACQUISITION

         NELX and Acquisition each represent and warrant to FSI as follows:

6.1  ORGANIZATION,  ETC.  NELX is a  corporation,  duly  organized  and  validly
existing  and in good  standing  under the laws of the State of  Kansas,  and is
qualified  or  licensed  to do  business  and is in good  standing  as a foreign
corporation in each other  jurisdictions in which the conduct of its business or
the ownership of property requires such qualification or licensing, except where
failure to be so qualified or licensed would not have a material  adverse effect
on the  financial  condition  or  operations  of NELX and its  Subsidiaries  (as
defined  below),  taken as a whole (for NELX and its  Subsidiaries,  a "Material
Adverse  Effect").  Each company (each, a  "Subsidiary")  listed on schedule 6.1
hereof is duly  organized and validly  existing and in good  standing  under the
laws of the jurisdiction of its organization, and is qualified or licensed to do
business  and is in  good  standing  as a  foreign  corporation  in  each  other
jurisdiction  in which the conduct of its business or the  ownership of property
requires  such  qualification  or  licensing,  except  where  failure  to  be so

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qualified or licensed would not have a Material  Adverse Effect on NELX.  Except
for the  Subsidiaries,  NELX  does not  own,  of  record  or  beneficially,  the
securities of any other entity.  A true and correct copy of the  Certificate  of
Incorporation  and Bylaws of NELX, as currently in effect,  has previously  been
delivered to FSI.

6.2 AUTHORITY. NELX has the corporate power and authority to execute and deliver
this  Agreement and to perform its  obligations  hereunder,  and such action has
been duly authorized by all necessary  action of NELX's Board of Directors.  The
issuance  and sale of the NELX Common  Stock to the  Shareholders  has been duly
authorized and if, as and when delivered to the  Shareholders,  such shares will
be duly and validly issued and  outstanding,  fully paid and  nonassessable  and
will be free of any  Encumbrance  (as defined  below),  other than those imposed
pursuant to securities laws of general  application.  As used in this Agreement,
"Encumbrance"  shall mean any claim, lien,  pledge,  option,  charge,  easement,
security interest, deed of trust, mortgage, right of way, encroachment,  private
building or use restriction,  conditional sales agreement,  encumbrance or other
right of third parties,  whether voluntarily incurred or arising by operation of
law,  and  includes,  without  limitation,  any  agreement  to  give  any of the
foregoing in the future, and any contingent sale or other title.

6.3 ENFORCEABILITY.  This Agreement has been duly executed and delivered by NELX
and constitutes a legal,  valid and binding agreement and obligation of NELX and
Acquisition  enforceable  against each in accordance  with its terms subject to:
(i)  judicial  principles  respecting  election  of  remedies  or  limiting  the
availability  of specific  performance,  injunctive  relief,  or other equitable
remedies;  (ii)  bankruptcy,  insolvency,  reorganization,  moratorium  or other
similar  laws now or  hereafter  in effect  generally  relating to or  affecting
creditors'  rights;  and  (iii)  public  policy  concerns  (including,   without
limitation,  the  ability  of  a  court  to  refuse  to  enforce  unconscionable
covenants, indemnification provisions or similar provisions).

6.4 NO VIOLATION. The execution and the delivery by NELX and Acquisition of this
Agreement  does not and will not (i) conflict  with or result in a breach of the
terms,  conditions  or provisions  of, (ii)  constitute a default  under,  (iii)
result in a violation  of, or (iv)  require any notice,  filing,  authorization,
consent or  approval  not  heretofore  obtained  pursuant  to,  any  Contractual
Obligation  binding upon NELX or any  Subsidiary  or any of their  properties or
assets,  or any  Requirement  of Law binding upon or  applicable  to NELX or any
Subsidiary  or any of their  properties  or assets,  except for such  conflicts,
defaults or violations,  filings,  authorizations,  consents or approvals  which
would not have a Material Adverse Effect on NELX.

6.5  LITIGATION.  There are no pending or overtly  threatened  actions,  claims,
orders,  decrees,  investigations,   suits  or  proceedings  by  or  before  any
governmental authority,  arbitrator,  court or administrative agency which would
have a Material Adverse Effect on NELX.

6.6 CAPITALIZATION. The authorized capital stock of NELX consists of 500,000,000
shares of NELX Common Stock, 45,802,042 shares of which have been validly issued
as of the date hereof,  and such issued shares are fully paid and nonassessable.
NELX owns 100% of the  common  stock of each of the  Subsidiaries.  There do not
exist any other authorized or outstanding securities,  options, warrants, calls,
commitments,  rights to subscribe or other instruments,  agreements or rights of
any character, or any pre-emptive rights,  convertible into or exchangeable for,
or  requiring  or relating to the  issuance,  transfer or sale of, any shares of
capital stock or other securities of NELX or any Subsidiary.

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6.7 ANNUAL REPORT; FINANCIAL STATEMENTS. NELX's Annual Report on Form 10-KSB for
the year  ended May 31,  2000 (a  "Report")  was filed with the  Securities  and
Exchange  Commission (the "SEC") on November 4, 2000, and its most recent report
on Form 10-QSB was filed with the SEC for the period ended  February 28, 2001 on
April 26, 2001. Each Report complied in all material  respects with the rules of
the SEC  applicable  to such Report on the date filed with the SEC,  and neither
Report contained,  on the date of filing with the SEC, any untrue statement of a
material  fact,  or omit to  state  any  material  fact  necessary  to make  the
statements  therein,  in light of the circumstances in which they were made, not
materially   misleading.   The  Reports  have  not  been  amended.  All  of  the
consolidated  financial  statements included in the Reports (the "NELX Financial
Statements"):  (i) have  been  prepared  from and on the  basis  of,  and are in
accordance  with,  the books and  records  of NELX and with  generally  accepted
accounting  principles  applied  on a basis  consistent  with  prior  accounting
periods;  (ii)  fairly and  accurately  present  in all  material  respects  the
consolidated  financial  condition  of NELX as of the  date  of each  such  NELX
Financial  Statement and the results of its operations  for the periods  therein
specified;  and (iii) are  accompanied by the audit (going  concern)  opinion of
NELX's Independent Public Accountants. Except as set forth in Schedule 6.7 or in
the NELX Financial  Statements,  as of the date hereof,  NELX has no liabilities
other than (i) liabilities  which are reflected or reserved  against in the NELX
Financial  Statements and which remain  outstanding  and  undischarged as of the
date hereof, (ii) liabilities arising in the ordinary course of business of NELX
since  the  filing  of the most  recent  Report  not  exceeding  $25,000  in the
aggregate,   (iii)  liabilities   incurred  as  a  result  of  the  transactions
contemplated  by this Agreement or (iv)  liabilities  which were not required by
generally accepted accounting principles to be reflected or reserved on the NELX
Financial Statements.  Since the date of filing of the most recent Report, there
has not been any event or  change  which  has or will  have a  Material  Adverse
Effect on NELX and NELX has no knowledge of any event or circumstance that would
reasonably be expected to result in such a Material Adverse Effect.

6.8 INCOME TAX  RETURNS.  NELX and the  Subsidiaries  have filed all federal and
state  income and other tax returns  which are  required  to be filed,  and have
paid,  or made  provision  for the  payment  of, all taxes which have become due
pursuant to said returns or pursuant to any  assessment  received by NELX or any
Subsidiary,  except such taxes, if any, as are being contested in good faith and
as to which adequate  reserves have been provided.  NELX has no knowledge of any
pending  assessments  or  adjustments  of  any  taxes  payable  of  NELX  or its
Subsidiaries with respect to any year.

6.9 PERMITS,  COMPLIANCE WITH LAW. NELX and each Subsidiary possesses,  and will
hereafter possess,  all permits,  consents,  approvals,  franchises and licenses
required and rights to all  trademarks,  trade names,  patents,  and  fictitious
names,  if any,  necessary to enable them to conduct the business in which it is
now engaged in compliance  with  applicable  law,  except where failure to do so
would not have a Material  Adverse Effect on NELX.  NELX and each Subsidiary are
in compliance  with all  Requirements  of Law in the conduct of its business and
corporate affairs,  except where failure to comply,  singly or in the aggregate,
would not have a Material Adverse Effect on NELX.

6.10 ERISA.  Neither  NELX nor any  Subsidiary  maintains a Plan.  NELX and each

                                       8
<PAGE>

Subsidiary  are in  compliance  in all  material  respects  with all  applicable
provisions of ERISA;  neither NELX nor any Subsidiary has violated any provision
of any Plan heretofore maintained or contributed to by it.

6.11  CONTRACTS.  Schedule  6.11 sets  forth a  description  of each  agreement,
contract lease, license evidence of indebtedness,  mortgage, indenture, security
agreement,   or  other  instrument,   whether  written  or  oral  (collectively,
"Contracts"),  which  provides for payments to or by NELX or any  Subsidiary  in
excess of $5,000,  or is  otherwise  material to the  operations  of NELX or any
Subsidiary.  Neither  NELX nor any  Subsidiary  is in default  on any  Contract,
except for such defaults which would not have a Material Adverse Effect on NELX.

6.12   ENVIRONMENTAL   MATTERS.   NELX  and  its  subsidiaries   (including  the
Subsidiaries) have at all times been in compliance in all material respects with
all  applicable  Environmental  Laws.  None  of the  operations  of  NELX or any
Subsidiary  is the  subject  of any  federal or state  investigation  evaluating
whether  any  remedial  action  involving  a material  expenditure  is needed to
respond  to a release  of any toxic or  hazardous  waste or  substance  into the
environment.  To NELX's knowledge,  neither NELX nor any Subsidiary has received
notice of any actual or threatened claim,  investigation,  proceeding,  order or
decree  in  connection  with any  release  of any  toxic or  hazardous  waste or
substance into the environment.

6.13 REAL  PROPERTY.  Schedule 6.13 sets forth all of the real property which is
owned  and/or  leased by each of NELX and the  Subsidiaries  (collectively,  the
"Real  Property").  The Real Property  constitutes  all of the real property now
used  in and  necessary  for  the  conduct  of the  business  of  NELX  and  the
Subsidiaries as presently conducted. NELX has delivered to FSI true and complete
copies of all leases relating to such properties (the "Leases").  The Leases are
in full force and effect and are valid,  binding,  and enforceable in accordance
with their terms,  and no event of default has occurred  which  (whether with or
without  notice,  lapse of time or both or the  happening or  occurrence  of any
other event) would constitute a default on the part of any party.  Except as set
forth in Schedule  6.13, all real  property,  buildings and structures  owned or
used by NELX and the  Subsidiaries  are in good  condition  and suitable for the
purpose  or  purposes  for  which it is  being  used,  reasonable  wear and tear
excepted,  and is in such  condition  and  repair  as to  permit  the  continued
operation of said businesses. None of the Real Property, buildings or structures
is in need of  material  maintenance  or repairs  except for  ordinary,  routine
maintenance and repairs.

6.14  EMPLOYEES.  Neither  NELX nor any  Subsidiary  has any  employees  nor any
agreement with any person regarding employment.

6.15 INSURANCE.  NELX and the Subsidiaries currently maintain, in full force and
effect, all insurance policies that are reasonably required to be maintained for
the conduct of its business or the  ownership of its  properties  (both real and
personal) (collectively,  the "Insurance Policies"). True and complete copies of
all  Insurance  Policies  have been made  available  to FSI.  NELX (a) is not in
default  regarding  the  provisions of any  Insurance  Policy;  (b) has paid all
premiums  due  thereunder;  and (c) has not  failed  to  present  any  notice or
material claim thereunder in a due and timely fashion.  The coverage provided by
the Insurance Policies, with respect to any insured act or event occurring on or

                                       9
<PAGE>

prior the  Effective  Time,  will not in any way be affected by or  terminate or
lapse by reason of the  transactions  contemplated  hereby.  Schedule  6.15 sets
forth a listing of all policies  maintained by NELX and a listing, by policy, of
all  outstanding  claims  and the  amount  thereof  made by NELX under each such
policy.

6.16 BANK  ACCOUNTS.  SCHEDULE  6.16 sets forth the names and  locations  of all
banks,  trust  companies,  savings and loan  associations,  stock brokerages and
other financial  institutions at which NELX and Acquisition maintain accounts of
any nature,  or safe deposit  boxes,  and the name of all persons  authorized to
draw thereon or make withdrawals therefrom.

6.17  TITLE  TO  PROPERTIES.  The  assets  owned  or  leased  by  NELX  and  its
Subsidiaries are all of the assets necessary to conduct the business of NELX and
its  Subsidiaries as currently being conducted.  NELX and its Subsidiaries  have
good and marketable title to substantially  all of the assets they own, real and
personal, movable and immovable,  tangible and intangible, free and clear of all
Encumbrances,  except for: (a) liens for taxes not yet due and  payable,  or (b)
minor  imperfections  of  title  and  encumbrances,  if any,  which  (i) are not
substantial  in  amount,  (ii) do not  detract  from the  value of the  property
subject  thereto,  impair the  operations of the business of NELX, or the use or
license of certain of the assets of NELX,  and (iii) have arisen in the ordinary
course of business consistent with past practice.

6.18 NO BROKERS.  The transactions  contemplated hereby have been carried out by
NELX  directly with FSI and the  Shareholders  without the  intervention  of any
person  on behalf  of NELX in such  manner  as to give  rise to any valid  claim
against NELX or FSI for a finder's fee, brokerage commission or similar payment.

6.19  SECURITIES  LAW MATTERS.  To the best of its knowledge  NELX has filed all
reports, registration statements, proxy statements and other materials, together
with any amendments required to be made with respect thereto, that were required
to be filed with (i) the SEC under the  Securities  Act or the  Exchange  Act of
1934, as amended (all such reports and statements are  collectively  referred to
herein as the "Securities  Filings"),  and (ii) any applicable  state securities
authorities. To the knowledge of NELX, no such Securities Filing, as of the date
it was filed,  contained  any untrue  statement of a material fact or omitted to
state a material  fact  necessary in order to make the  statements  therein,  in
light of the circumstances  under which they were made, not misleading.  Subject
to  the  accuracy  of  the   representations   set  forth  in  the   Shareholder
Representation  Letters attached as Exhibit C hereto,  the offer and sale of the
Shares to the Shareholders will be exempt from the Securities Act.

6.20 SALE OF CERTAIN PROPERTIES.  On or about May 7, 2001, NELX sold certain oil
and gas  properties.  A closing  statement  indicating the net amount payable to
NELX is attached as Exhibit D hereto.  Except for amounts otherwise applied with
the  consent of FSI,  such  proceeds  of sale are held,  and will be held at the
effective time, on deposit in one or more of the accounts identified on Schedule
6.16.

6.21 FULL DISCLOSURE.  No representation,  warranty,  schedule or certificate of
NELX made or delivered  pursuant to this Agreement  contains or will contain any
untrue  statement  of fact,  or omits or will omit to state a material  fact the
absence  of  which  makes  such  representation,  warranty  or  other  statement
misleading.

                                       10
<PAGE>

                                  ARTICLE VII
                            COVENANTS OF THE PARTIES

7.1      ACCESS PENDING CLOSING; EXCLUSIVITY.
         -----------------------------------

         (A)  ACCESS  TO  NELX.  NELX  shall  (i)  give to FSI and its  counsel,
accountants and other representatives  reasonable access, during normal business
hours,  throughout  the period prior to the Effective  Time to all of the books,
contracts,  commitments  and other  records of NELX and shall furnish FSI during
such  period  with all  information  concerning  NELX  that  FSI may  reasonably
request; and (ii) afford to FSI and its representatives,  agents,  employees and
independent  contractors reasonable access, during normal business hours, to the
properties  of NELX,  in order  to  conduct  inspections  at  their  expense  to
determine  that NELX is operating in  compliance  with all  applicable  federal,
state,  local and foreign  statutes,  rules and  regulations,  and all  material
building,  fire and zoning laws or  regulations  and that the assets of NELX are
substantially  in the condition and of the capacities  represented and warranted
in this Agreement;  provided,  however,  that in every instance described in (i)
and (ii), FSI shall make  arrangements with NELX reasonably in advance and shall
use  their  reasonable  best  efforts  to  avoid  interruption  and to  minimize
interference  with  the  normal  business  and  operations  of  NELX.  Any  such
investigation or inspection by FSI shall not be deemed a waiver of, or otherwise
limit, the representations, warranties or covenants of NELX contained herein.

         (B)  EXCLUSIVITY  TO FSI.  Until either the  Agreement is terminated or
consummated, NELX agrees not to solicit any other inquiries, proposals or offers
to purchase or otherwise  acquire,  in a merger  transaction  or another type of
transaction,  the business of NELX or the shares of capital stock of NELX.  NELX
further agrees to advise FSI promptly of any such inquiry or offer.

         (C)  ACCESS TO FSI.  FSI shall (i) give to NELX and to NELX's  counsel,
accountants and other representatives  reasonable access, during normal business
hours,  throughout the period prior to the Effective  Time, to all of the books,
contracts,  commitments  and other  records of FSI and shall furnish NELX during
such  period  with  all  information  concerning  FSI that  NELX may  reasonably
request;  and  (ii)  afford  to  NELX  and to  NELX's  representatives,  agents,
employees and independent  contractors reasonable access, during normal business
hours,  to the  properties  of FSI in order to  conduct  inspections  at  NELX's
expense to determine  that FSI is operating in  compliance  with all  applicable
federal,  state,  local and foreign  statutes,  rules and  regulations,  and all
material  building,  fire and zoning laws or regulations  and that the assets of
FSI are  substantially  in the condition and of the capacities  represented  and
warranted in this Agreement; provided, however, that in every instance described
in (i) and (ii), NELX shall make arrangements with FSI reasonably in advance and
shall use its  reasonable  best  efforts to avoid  interruption  and to minimize
interference   with  the  normal  business  and  operations  of  FSI.  Any  such
investigation  or  inspection  by NELX  shall  not be  deemed  a waiver  of,  or
otherwise limit, the  representations,  warranties or covenants of FSI contained
herein.

         (D)  EXCLUSIVITY TO NELX.  Until either this Agreement is terminated or
consummated,  FSI  agrees  not  to  make,  directly  or  indirectly,  any  other
inquiries,  proposals  or offers to purchase or otherwise  acquire,  in a merger

                                       11
<PAGE>

transaction  or  another  type of  transaction,  the  business  or the shares of
capital stock of any other  company.  FSI furthers agree to advise NELX promptly
of any such inquiry or offer.

7.2  OPERATION  OF THE  BUSINESS.  Between  the date of this  Agreement  and the
Effective  Time,  each of NELX and FSI will  conduct  its  business  only in the
ordinary course of business, and will:

         (a) not amend its charter or bylaws;

         (b) not  increase  the  compensation  or benefits  (including,  without
limitation, salary, bonus and commission schedules) of any personnel, except for
non-key management personnel in the ordinary course of business;

         (c) use its  reasonable  best  efforts to  preserve  intact its current
business  organization,  keep  available  the  services  of its  personnel,  and
maintain  the  relations  and good will with  suppliers,  customers,  landlords,
creditors,  employees,  agents, and others having business relationships with it
consistent with its sound business judgment and past practices;

         (d) not issue or sell any debt or equity  securities,  (including  upon
the  exercise of  currently  outstanding  options,  warrants  and other  rights)
declare,  set  aside or pay any  dividend  or  distribution  in  respect  of its
securities,  or directly or  indirectly  redeem or  repurchase  any  outstanding
securities,  provided  that any issuance of stock by FSI pursuant to  conversion
rights in outstanding notes shall be prohibited only to the extent that it would
increase the NELX Common Stock to be issued pursuant hereto;

         (e) not sell, assign,  transfer,  convey, lease or otherwise dispose of
or subject to any Encumbrance  any of its assets,  except for sales of inventory
and used equipment,  in each case in the ordinary course of business  consistent
with past practice

         (f)  not  acquire  by  merger  or  consolidation   with,  or  merge  or
consolidate  with, or purchase  substantially all of the assets of, or otherwise
acquire any material assets or business of any person;

         (g) not make  any  loans  or  advances  to any  person,  except  in the
ordinary  course of  business  nor  discharge  any debt  prior to the  scheduled
maturity thereof;

         (h) not  make  any  payment  or  enter  into  any  agreement  or  other
transaction  with  any  officer  or  director  of  such  party,  or  TSA  or any
Subsidiary,  other  than  employment  compensation  and  benefits  on the  terms
currently in effect;

         (i) not fail to comply in any material respect with all Requirements of
Law applicable to its business;

         (j) not make any  operational  changes  or  developments  of a material
nature; and

         (k) not enter into,  amend or terminate any Contract  which is or would
be required to be disclosed in Schedule 6.11 hereto.

                                       12
<PAGE>

7.3 REASONABLE BEST EFFORTS. Each of the parties hereto shall use its reasonable
best efforts to take  promptly,  or cause to be taken,  all actions,  necessary,
proper  or  advisable  to  consummate  the  transactions   contemplated   hereby
(including obtaining all necessary waivers, consents and approvals) on or before
May 29,  2001  or as  soon  as  practicable  thereafter.  Without  limiting  the
generality  of the  foregoing,  NELX shall use its  reasonable  best  efforts to
fulfill the conditions set forth in Section 8.2 and FSI shall use its reasonable
best efforts to fulfill the conditions set forth in Section 8.1.

7.4 NOTIFICATION OF CERTAIN MATTERS. NELX, Acquisition,  and FSI shall each give
prompt notice to the other parties of the  occurrence or  non-occurrence  of any
event,  the  occurrence  or  non-occurrence  of which  is  likely  to cause  any
conditions  set forth in Article VIII not to be  satisfied;  provided,  however,
that the delivery of any notice  pursuant to this Section 7.4 shall not limit or
otherwise  affect any remedies  available to the party receiving such notice and
no  disclosure  pursuant  to this  Section  7.4  shall  be  deemed  to  amend or
supplement any written  disclosure  previously made by one party thereafter,  or
prevent  or cure  any  misrepresentations,  breach  of  warranty  or  breach  of
covenant,  unless  the  recipient  party  shall  agree in  writing to accept the
disclosures set forth in any such notice.

7.5  ADDITIONAL  DOCUMENTS AND FURTHER  ASSURANCES.  Each party  hereto,  at the
request  of  another  party  hereto,   shall  execute  and  deliver  such  other
instruments and do and perform such other acts and things as may be necessary or
desirable for effecting  completely  the  consummation  of this  Agreement,  the
Merger and the transactions contemplated hereby.

7.6  EXPENSES.  Each party shall bear its own costs and expenses in  connections
with the negotiation and consummation of this Agreement.

7.7  PUBLIC  DISCLOSURES.  NELX and FSI shall  consult  with each  other  before
issuing any press release or otherwise making any public statements with respect
to this  Agreement  or the  Merger or the  transactions  contemplated  hereby or
thereby  and  shall not issue any such  press  release  or make any such  public
statement prior to such consultation, except as may be required by law.

7.8 TAX  TREATMENT.  FSI and NELX  shall  each  report  the Merger as a tax free
reorganization and shall not take, and shall use commercially reasonable efforts
to prevent any of their respective  subsidiaries or affiliates from taking,  any
actions  that  could  prevent  the  Merger  from  qualifying,   as  a  tax  free
reorganization under the provisions of Section 368(a) of the Code.

                                  ARTICLE VIII
                            CONDITIONS TO THE MERGER

8.1 CONDITIONS TO OBLIGATIONS OF NELX AND  ACQUISITION.  The obligations each of
NELX  and  Acquisition  to  consummate  and  effect  the  Merger  and the  other
transactions  contemplated  hereby  shall be subject to the  satisfaction  at or
prior to the Effective  Time of each of the following  conditions,  any of which
may be waived, in writing, exclusively by NELX:

         (a) NO INJUNCTIONS OR RESTRAINTS;  ILLEGALITY. No temporary restraining
order, preliminary or permanent injunction or other order issued by any court of
competent  jurisdiction or other legal  restraint or prohibition  preventing the

                                       13
<PAGE>

consummation of the Merger 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;
nor  shall  there  by any  action  taken,  or  any  statute,  rule,  regulation,
injunction order or decree enacted, entered,  enforced,  promulgated,  issued or
deemed  applicable  to the Merger  which  makes the  consummation  of the Merger
illegal.

         (b) REPRESENTATIONS AND WARRANTIES.  The representations and warranties
of FSI in this Agreement  shall be true and correct in all respects on and as of
the Effective Time as though such  representations  and warranties  were made on
and as of such  time,  except for those  representations  and  warranties  which
address  matters only as of a  particular  date (which shall be true and correct
only as of such  date),  and for such  inaccuracies  as  individually  or in the
aggregate would not have a Material Adverse Effect on FSI.

         (c)  COVENANTS.  FSI shall have  performed and complied in all material
respects with all covenants and  obligations  of this  Agreement  required to be
performed and complied with by FSI as of the Effective Time.

         (d)   CERTIFICATE  OF  FSI.  NELX  shall  have  been  provided  with  a
certificate  executed  on behalf of FSI by its Chief  Executive  Officer  to the
effect that,  as of the Effective  Time,  the  conditions  set forth in Sections
8.1(b) and 8.1(c) have been met with respect to FSI.

         (e) APPROVAL OF FSI  SHAREHOLDERS.  The Merger shall have been approved
by an affirmative vote of the Shareholders.

8.2 CONDITIONS TO THE  OBLIGATIONS OF FSI. The  obligations of FSI to consummate
and effect the Merger and the other  transactions  contemplated  hereby shall be
subject to the  satisfaction  at or prior to the  Effective  Time of each of the
following  conditions,  any of which may be waived,  in writing,  exclusively by
FSI:

         (a) NO INJUNCTIONS OR RESTRAINTS;  ILLEGALITY. No temporary restraining
order, preliminary or permanent injunction or other order issued by any court of
competent  jurisdiction or other legal  restraint or prohibition  preventing the
consummation of the Merger 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;
nor  shall  there  by any  action  taken,  or  any  statute,  rule,  regulation,
injunction order or decree enacted, entered,  enforced,  promulgated,  issued or
deemed  applicable  to the Merger  which  makes the  consummation  of the Merger
illegal.

         (b) REPRESENTATIONS AND WARRANTIES.  The representations and warranties
of NELX and  Acquisition  in this  Agreement  shall be true and  correct  in all
respects  and as of the  Effective  Time  as  though  such  representations  and
warranties  were  made  on  and as of  the  Effective  Time,  except  for  those
representations  and  warranties  which address  matters only as of a particular
date  (which  shall  be true and  correct  only as of such  date),  and for such
inaccuracies  as  individually  or in the  aggregate  would not have a  Material
Adverse Effect on NELX or Acquisition.

                                       14
<PAGE>

         (c) COVENANTS.  NELX and Acquisition  shall have performed and complied
in all material  respects with all covenants and  obligations  of this Agreement
required to be performed and complied with by them as of the Effective Time.

         (d) NELX BOARD OF DIRECTORS.  NELX shall have caused such  resignations
and  appointments  as are  necessary to establish  those  officers and directors
identified  in Exhibit B. hereto as the officers  and  directors of NELX and the
Subsidiaries.

         (e)   CERTIFICATE  OF  NELX.  FSI  shall  have  been  provided  with  a
certificate  executed on behalf of each of NELX and Acquisition by its President
or Chief  Executive  Officer,  as of the  Effective  Time,  certifying  that the
conditions set forth in Sections 8.2(b), 8.2(c) and 8.2(d) have been met.

         (f) APPROVAL OF FSI  SHAREHOLDERS.  The Merger shall have been approved
by an affirmative vote of the Shareholders.

         (g) JACOBS & COMPANY MERGER.  NELX shall have entered into an Agreement
and Plan of Merger  with  Jacobs & Company,  and the  transactions  contemplated
thereby (the "J&C Merger") shall close simultaneously with the Merger.

                                   ARTICLE IX
                        TERMINATION, AMENDMENT AND WAIVER

9.1 TERMINATION  EVENTS.  This Agreement may, by notice given prior to or at the
Closing,  be  terminated  and the  Merger  abandoned  at any  time  prior to the
Effective Time:

         (a) by NELX if a material breach of any provision of this Agreement has
been  committed  by FSI, and such breach has not been waived and such breach (if
curable)  is not cured  within 10 days after  notice  thereof,  or if any of the
conditions in Section 8.1 has not been  satisfied on May 29, 2001 (or other date
specified  in  this  Agreement  with  respect  to  any  such  condition)  or  if
satisfaction  of such a condition is or becomes  impossible  (other than through
the failure of NELX to comply with its  obligations  under this  Agreement)  and
NELX has not waived such condition on or before the Effective Time.

         (b) by FSI if a material  breach of any provision of this Agreement has
been  committed by NELX, and such breach has not been waived and such breach (if
curable)  is not cured  within 10 days after  notice  thereof,  or if any of the
conditions in Section 8.2 has not been  satisfied on May 29, 2001 (or other date
specified  in  this  Agreement  with  respect  to  any  such  condition)  or  if
satisfaction  of such a condition is or becomes  impossible  (other than through
the failure of FSI to comply with its obligations  under this Agreement) and FSI
has not waived such condition on or before the Effective Time.

         (c) by mutual consent of FSI and NELX.

         (d) by any party if the Closing has not  occurred  (other than  through
the failure of any party  seeking to  terminate  this  Agreement to comply fully
with its  obligations  under this  Agreement) on or before the later of June 30,
2001, or such later date as the parties may agree upon.

                                       15
<PAGE>

9.2 EFFECT OF TERMINATION Prior to the Effective Time,  termination shall be the
parties'  exclusive  remedy  for a breach  of any  representation,  warranty  or
covenant.

                                   ARTICLE X
                               GENERAL PROVISIONS

10.1 NOTICES. All notices and other communications hereunder shall be in writing
and shall be deemed given if delivered  personally or by commercial messenger or
courier service, or mailed by registered or certified (return receipt requested)
or  overnight  mail or sent  via  facsimile  (with  acknowledgment  of  complete
transmission)  to the  parties  at the  following  addresses  (or at such  other
address for a party as shall be specified by like  notice);  provided,  however,
that notices sent by mail will not be deemed given until received:

                  (a)      if to FSI:       FS Investments, Inc.
                                            300 Summers Street, Suite 970
                                            Charleston, WV 25301
                                            Fax:(304) 342-9726

                           with a copy to:  Swidler Berlin Shereff Friedman, LLP
                                            405 Lexington Avenue
                                            New York, New York  10174
                                            Attn: James H. Nix
                                            Fax: (212) 891-9241

                  (b)      if to NELX or Acquisition:
                                            NELX, Inc.
                                            c/o Charles Stout
                                            Route 1, Box 41J
                                            Bridgeport, WV 26330
                                            Fax: (304) 623-9355

                           with a copy to:



10.2 INTERPRETATION.  The words "include,"  "includes" and "including" when used
herein  shall be  deemed  in each  case to be  followed  by the  words  "without
limitation." The headings contained in this Agreement are for reference purposes
only and  shall not  affect in any way the  meaning  or  interpretation  of this
Agreement.

10.3 COUNTERPARTS;  FACSIMILE SIGNATURES.  This Agreement may be executed in one
or more  counterparts,  all of  which  shall  be  considered  one  and the  same
agreement and shall become  effective  when one or more  counterparts  have been
signed  by each of the  parties  and  delivered  to the  other  party,  it being
understood that all parties need not sign the same  counterpart.  This Agreement
may be executed by  facsimile,  and a  facsimile  signature  shall have the same
force and affect as an original signature on this Agreement.

10.4  ENTIRE  AGREEMENT.  This  Agreement  and  the  documents,   Schedules  and

                                       16
<PAGE>

instruments  referred to herein and to be delivered  pursuant  hereto,  together
with the J&C Merger agreement and related schedules and instruments,  constitute
the entire  agreement  between the  parties  pertaining  to the  subject  matter
hereof,   and  supersede  all  other  prior   contemporaneous   agreements   and
understandings,  both written and oral, among the parties,  or any of them, with
respect to the subject  matter  hereof.  There are no other  representations  or
warranties,  whether written or oral, between the parties in connection with the
subject matter hereof, except as expressly set forth herein.

10.5  ASSIGNMENTS;  PARTIES IN INTEREST.  Neither this  Agreement nor any of the
rights, interests or obligations hereunder may be assigned by any of the parties
hereto  (whether by operation  of law or  otherwise)  without the prior  written
consent of the other  parties.  This  Agreement  shall be binding upon and inure
solely to the  benefit of each party  hereto,  and  nothing  herein,  express or
implied,  is intended to or shall  confer upon any person not a party hereto any
right,  benefit or remedy of any nature  whatsoever  under or by reason  hereof,
except as otherwise provided herein.

10.6 SEVERABILITY.  In the event that any provision of this Agreement becomes or
is  declared  by a  court  of  competent  jurisdiction  to be  illegal,  void or
unenforceable,  the remainder of this  Agreement will continue in full force and
effect and the  application of such provision to other persons or  circumstances
will be interpreted so as reasonably to effect the intent of the parties hereto.
The parties  further  agree to replace such void or  unenforceable  provision of
this Agreement with a valid and enforceable  provision that will achieve, to the
extent  possible,  the  economic,  business  and other  purposes of such void or
unenforceable provision.

10.7 OTHER REMEDIES.  Except as otherwise  provided herein, any and all remedies
herein expressly  conferred upon a party will be deemed  cumulative with and not
exclusive of any other remedy  conferred  hereby,  or by law or equity upon such
party,  and the  exercise  by a party of any one remedy  will not  preclude  the
exercise of any other remedy.

10.8  GOVERNING  LAW.  This  Agreement  shall be  governed by and  construed  in
accordance  with the laws of the State of West Virginia,  regardless of the laws
that might  otherwise  govern under  applicable  principles of conflicts of laws
thereof.

10.9 RIGHTS OF  CONSTRUCTION.  The parties  hereto waive the  application of any
law, regulation,  holding or rule of construction  providing that ambiguities in
an agreement or other document will be construed against the party drafting such
agreement or document.

10.10 SPECIFIC  PERFORMANCE.  The parties hereto agree that  irreparable  damage
could occur in the event any provision of this Agreement,  including Article III
hereof, was not performed in accordance with the terms hereof.  Without limiting
the  generality  of  the  foregoing,  NELX  hereby  acknowledges  that  (i)  the
obligation of NELX to issue shares of NELX Common Stock to the  Shareholders  is
fundamental and required for the protection of the  Shareholders and to preserve
for the Shareholder the benefits of the Merger,  (ii) the NELX Common Shares are
of a unique  character,  and (iii) a breach of such  obligation  will  result in
irreparable  harm and damages to the  Shareholders  which  cannot be  adequately
compensated by a monetary award. Accordingly, NELX hereby expressly agrees that,
should the Merger be consummated, in addition to all other remedies available to
law or in equity,  the Shareholders shall be entitled to the immediate remedy of

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<PAGE>

specific   performance,   a  temporary  and/or  permanent   restraining   order,
preliminary  injunction or such other form of injunctive or equitable  relief as
may used by the court of competent jurisdiction to restrain or enjoin any of the
parties  hereto from  breaching any  representations,  warranties,  covenants or
restrictions  set forth in Article  III of this  Agreement,  or to  specifically
enforce the terms and provisions of Article III hereof. NELX further agrees that
neither  the  Shareholders  nor any other  Person  shall be  required to obtain,
furnish  or post any  bond or  similar  instrument  in  connection  with or as a
condition  to  obtaining  any  remedy  referred  to in Section  10.11,  and NELX
irrevocably waives any right it may have to require the obtaining, furnishing or
posting of any such bond or  similar  instrument.  If any legal  action or other
legal proceeding  relating to this Agreement or the enforcement of any provision
of this Agreement is brought by a party hereto,  the  prevailing  party shall be
entitled to recover  reasonable  attorneys'  fees, costs and  disbursements  (in
addition to any other relief to which the prevailing party may be entitled). The
foregoing  rights  shall be in  addition to any other right or remedy any person
hereto may have at law or in equity.

10.11    ARBITRATION.

         (a) RULES OF ARBITRATION.  All disputes arising in connection with this
Agreement,  other than matters pertaining to equitable relief,  shall be finally
settled  by  arbitration  by the  American  Arbitration  Association  ("AAA") in
Charleston,  West Virginia,  in accordance  with the rules of the AAA ("Rules of
Arbitration").  Judgment  on the award  rendered by the  arbitration  panel (the
"Arbitration Panel") may be entered in any court of competent jurisdiction.

         (b)  INITIATION  OF  ARBITRATION.  Any party which  desires to initiate
arbitration  proceedings  may do so by  delivering  written  notice to the other
party (the  "Arbitration  Notice")  specifying  (x) the nature of the dispute or
controversy  to be  arbitrated;  (y) the  name  and  address  of the  arbitrator
appointed by the party initiating such  arbitration;  and (z) such other matters
as may be  required  by the Rules of  Arbitration.  The party  who  receives  an
Arbitration  Notice shall appoint an arbitrator and notify the initiating  party
of such  arbitrator's  name and  address  within 30 days after  delivery  of the
Arbitration  Notice;  otherwise,  a second  arbitrator shall be appointed at the
request of the party who delivered the Arbitration  Notice.  The two arbitrators
so  appointed  shall  appoint a third  arbitrator  who shall be  chairman of the
Arbitration  Panel and the  "neutral  arbitrator"  for  purposes of the Rules of
Arbitration.

         (c) DECISIONS  FINAL.  All decisions of the Arbitration  Panel shall be
final,  conclusive  and  binding  on all  parties  and shall not be  subject  to
judicial review.

10.12 KNOWLEDGE  DEFINED.As used herein,  "knowledge"  shall mean knowledge of a
particular fact or other matter,  provided that (a) NELX shall be deemed to have
"knowledge" of all facts  actually known to Charles Stout,  as well as all facts
in  NELX's  corporate  records  and  files  which  reasonably  would  have  been
discovered  by or known to a person  making a prudent  review  of such  files to
determine  the accuracy of any  representation  or warranty made by NELX in this
Agreement or compliance by NELX with any of the covenants in this Agreement, and
(b) FSI  shall be  deemed  to have  "knowledge"  of all  facts  known to John M.
Jacobs,  as well as all facts in the corporate  records and files of FSI and TSA
which would have been discovered by or known to a person making a prudent review
of such files to determine the accuracy of any  representation  or warranty made

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<PAGE>

by FSI in this  Agreement or compliance by FSI with any of the covenants in this
Agreement.

         IN  WITNESS  WHEREOF,  NELX,  FSI  and  Acquisition  have  caused  this
Agreement  to be  signed  and  delivered  by their  respective  duly  authorized
officers, all as of the date first written above.

                                           NELX, INC.

                                            BY:  /S/ CHARLES STOUT
                                            --------------------
                                            Charles Stout, President

                                            FSI ACQUISITION CORP.

                                            BY:  /S/ CHARLES STOUT
                                            -------------------
                                            Charles Stout, President

                                            FS INVESTMENTS, INC.

                                            BY: /S/ JOHN M. JACOBS
                                            --------------------
                                            John M. Jacobs, President








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