EXCHANGE OF STOCK AGREEMENT AND PLAN OF REORGANIZATION

                  Exchange of Stock Agreement and Plan of  Reorganization  dated
July 16, 1996 (the "Agreement"), by and between CEEE GROUP CORPORATION ("CEEE"),
a  Colorado  corporation  having  its  principal  place for the  transaction  of
business  at 51 Hudson  Point Lane,  Ossining,  New York  10562,  EDWARD  COWLE,
residing at 708 3rd Avenue,  New York, N.Y. 10017 ("Cowle"),  DEWORTH  WILLIAMS,
residing at 56 West 400 South, Salt Lake City, Utah 84101 ("Williams"), ATLANTIC
INTERNATIONAL  CAPITAL,  LTD., a Delaware corporation having its principal place
for the transaction of business at 2200 Corporate Blvd.,  Suite 317, Boca Raton,
Florida 33431  ("Atlantic"),  and each of the  stockholders  of the  Corporation
listed on Schedule I attached  hereto (each, a "Stockholder"  and  collectively,
the "Stockholders").

                               W I T N E S E T H:

                  WHEREAS,  the  Stockholders   represent  all  stockholders  of
Atlantic who  collectively  own 100 shares of common  stock,  par value $.01 per
share,  of Atlantic (the "Atlantic  Stock") which  constitutes all of the issued
and outstanding shares of the common stock of Atlantic; and

                  WHEREAS, CEEE currently has an authorized capitalization of at
least  10,000,000  shares of Common Stock,  $.001 par value per share (the "CEEE
Stock") of which 1,500,033 shares are issued and outstanding; and

                  WHEREAS,  CEEE desires to acquire from the Stockholders all of
the Atlantic  Stock in exchange  solely for 7,000,000  shares of CEEE Stock (the
"Exchange Shares"); and

                  WHEREAS,  it is the intention of CEEE that, upon the amendment
of the Certificate of  Incorporation of CEEE more fully described in Article VII
hereof,  CEEE will issue to the  Stockholders,  in the aggregate,  an additional
18,183,759 shares (the "Additional Shares") of CEEE Stock as set forth under the
column "Number of Additional Shares to be Received on SCHEDULE I; and

                  WHEREAS,  it is the  intention of CEEE and  Atlantic  that the
exchange  of  the  Corporation  Stock  for  the  Exchange  Shares  constitute  a
"reorganization" as defined in Section 368(a)(1)(B) of the Internal Revenue Code
of 1986, as amended.

                  NOW  THEREFORE,  in  consideration  of the  foregoing  and the
mutual covenants herein contained, IT IS AGREED as follows:

<PAGE>

                                    ARTICLE I
                                EXCHANGE OF STOCK

                  Section  1.1  EXCHANGE  OF  STOCK.  Subject  to the  terms and
conditions  of this  Agreement,  at the  "Closing"  as such term as  defined  in
Section 7.1 hereof,  the Atlantic  Stock shall be exchanged by the  Stockholders
with CEEE for the Exchange Shares in the respective amounts for each Stockholder
set forth  opposite  his name on Schedule I hereto  under the column  "Number of
Exchange Shares to be Received."

                  Section 1.2  DELIVERY OF  CERTIFICATES.  At the  Closing,  the
certificates  representing all of the outstanding  shares of Atlantic Stock duly
endorsed  to CEEE  with  signatures  guaranteed  and  with all  requisite  stock
transfer  tax  stamps  affixed,  shall be  delivered  to  CEEE.  The cost of any
transfer tax stamps  required to be affixed to any stock  certificates  shall be
paid by  Atlantic.  Upon  delivery by CEEE of the  certificates  evidencing  the
Exchange Shares,  the Stockholders  shall be vested with good and valid title to
such  Exchange  Shares,  free and clear of all liens,  claims and  encumbrances,
other  than those  created  by the  Stockholders.  The  Exchange  Shares and the
Additional  Shares  shall  together  constitute  approximately  94.012%  of  the
outstanding capital stock of CEEE.

                                   ARTICLE II
                     REPRESENTATIONS AND WARRANTIES OF CEEE

                  CEEE represents and warrants to the  Stockholders and Atlantic
as follows:

                  Section 2.1 ORGANIZATION AND  QUALIFICATION OF CEEE. CEEE is a
corporation  duly  incorporated,  duly organized,  validly  existing and in good
standing under the laws of the State of Colorado.  CEEE has the corporate  power
and authority to own or lease and operate all of its  properties  and assets and
to carry on its  business as such  business in now being  conducted  and is duly
licensed or qualified  to do business  and is in good  standing in all states in
which the nature of the business  conducted by CEEE or the character or location
of the  properties  and  assets  owned or leased by it makes such  licensing  or
qualifications  necessary  and where the  failure  to  qualify  would not have a
material adverse effect on the conditions (financial or otherwise),  operations,
properties,  assets,  liabilities,  earnings  or  business  of  CEEE  or on  the
enforceability of any contract or commitment  referred to in Section 2.14 hereof
or give rise to any obligation for taxes.  Norman Hoskin and Richard Iamunno, as
representatives  of Atlantic and the Stockholders (the  "Representatives")  have
received  copies  of  CEEE's  Certificate  of  Incorporation,  certified  by the
Secretary of State of the State of Colorado as of a recent  date,  and of CEEE's
By-Laws, certified

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by its Secretary, which Certificate and By-Laws are complete and correct.

                  Section  2.2   CAPITALIZATION   AND  OWNERSHIP  OF  CEEE.  The
authorized  capital stock of CEEE consists of 10,000,000 shares of Common Stock,
$.001 par value per share, of which 1,500,033 shares are issued and outstanding.
The  authorized  capitalization  is based upon the Amendments to the Articles of
Incorporation  filed with the State of Colorado on April 10, 1987, in connection
with certain Articles of Merger filed the same date, which Articles of Amendment
changed the authorized  capitalization  of CEEE from 10,000,000  shares of $.001
par value common stock,  to 100,000,000  shares of $.001 par value common stock.
The Merger  Agreement  to which the Articles of Merger  relate was  subsequently
rescinded by court action,  however,  no action has been taken by CEEE to notify
the State of Colorado of this rescission and no  determination  has been made as
to the effect the rescission  shall have on the authorized  capitalization.  All
outstanding   shares  of  CEEE  Stock  are  validly   issued,   fully  paid  and
nonassessable with no personal liability  attaching to the ownership thereof and
free of  pre-emptive  rights.  There  are no  shares  of CEEE  Stock  issued  or
outstanding except as referred to above and, except as set forth on SCHEDULE 2.2
hereto, there are no options, calls, subscriptions, warrants, rights, agreements
or commitments of any character obligating CEEE,  contingently or otherwise,  to
issue shares of CEEE's  capital  stock or to register  shares of CEEE's  capital
stock under the Securities Act of 1933, as amended (the  "Securities  Act"),  or
any other applicable Federal or state securities laws.

                  Section 2.3 NO VIOLATIONS.  The execution and delivery of this
Agreement  by CEEE will not  violate any  provisions  of CEEE's  Certificate  of
Incorporation or By-Laws,  conflict with any law, rule, statute or regulation to
which CEEE is subject or violate or result in a default  under any  agreement to
which CEEE is a party or by which it is bound.

                  Section 2.4 SEC  FILINGS.  CEEE has filed with the  Securities
and Exchange  Commission  (the "SEC") all statements  and documents  which it is
required  to so file (the  "Filings").  CEEE has been  subject to the  reporting
requirements of the Securities Exchange Act of 1934, as amended,  (the "Exchange
Act") since November 15, 1995 (the "Reporting Date"). Copies of all Filings made
since the  Reporting  Date have been provided to the  Representatives.  All such
Filings are accurate and complete in all material respects.

                  Section 2.5 INVESTMENTS. CEEE has not made any investments and
does not own any capital stock of any other corporation or other entity.

                                       -3-

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                  Section 2.6 CONSENTS AND  APPROVALS.  To the best knowledge of
CEEE, no permit, consent,  approval or authorization of, or declaration,  filing
or  registration  with,  any public body or authority or other  person,  firm or
entity is necessary in  connection  with the  execution  and delivery by CEEE of
this  Agreement  or  the  consummation  by it of the  transactions  contemplated
hereby.

                  Section  2.7  COMPLIANCE  WITH LAW.  CEEE holds all  licenses,
franchises,  permits and authorizations  necessary for the lawful conduct of its
business,  and has complied and is in compliance  with all applicable  statutes,
laws, ordinances, rules and regulations of all Federal, state, local and foreign
governmental  bodies,  agencies and subdivisions  having,  asserting or claiming
jurisdiction  over it or over any part of its operations and, to the best of its
knowledge,  currently  is not in  violation  of any  thereof,  except  for  such
licenses,  franchises,  permits and  authorizations,  the lack of which, and for
such  statutes,  laws,  ordinances,  rules and  regulations,  non-compliance  or
violation  of  which,  in any one  case or in the  aggregate,  would  not have a
materially adverse effect on the condition (financial or otherwise), operations,
properties, assets, liabilities, earnings, or business of CEEE, or impair CEEE's
ability to consummate the transactions  contemplated  hereby. In connection with
any sale of any securities CEEE has complied with the Securities Act of 1933, as
amended (the "Securities  Act"), the Exchange Act, and all rules and regulations
of the SEC and the  laws,  rules and  regulations  of each  state in which  such
securities are offered for sale.

                  Section 2.8 FINANCIAL  STATEMENTS.  The  Representatives  have
received copies of the audited financial statements of CEEE for the fiscal years
ended  December  31, 1994 and  December  31, 1995 (the  "Financial  Statements")
including the related  balance  sheets,  statements of operations,  statement of
changes  in  shareholders'   equity  for  such  years  and  the  notes  thereto,
accompanied by the reports of Jones, Jensen & Co., 349 South 200 East, Salt Lake
City,  Utah  84111,   Certified  Public  Accountants  for  CEEE.  The  Financial
Statements (a) present fairly the financial position,  results of operations and
changes in financial  position of CEEE, as of the  respective  dates and for the
respective  periods  indicated,  and (b) have been prepared in  accordance  with
generally accepted accounting  principles  ("GAAP")  consistently  applied.  The
balance sheet of CEEE as of December 31, 1995 reflects no total liabilities (the
"Total Liabilities").

                  Section  2.9  EXISTING  CONDITION.   Except  as  disclosed  in
SCHEDULE  2.9  hereto,  since  the  date  of the  December  31,  1995  Financial
Statements, CEEE has not:

                           (a)      incurred any liabilities;

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<PAGE>
                           (b)      sold,  encumbered,  assigned or  transferred
any of its assets;

                           (c)     made or suffered any amendment or termination
of any  material  agreement,  contract,  commitment,  lease  under which CEEE is
lessee, or cancelled, modified or waived any significant debts or claims held by
it or waived any rights of  significant  value,  whether or not in the  ordinary
course of business;

                           (d)      suffered  any damage,  destruction  or loss,
whether or not covered by insurance;

                           (e)      suffered any material adverse change in its
business, operations, assets, properties, prospects or condition
(financial or otherwise);

                           (f)      made commitments or agreements for capital
expenditures;

                           (g)      hired any employees;

                           (h)      changed  any  of the  accounting  principles
followed by it or the methods of applying such principles;

                           (i)      entered into any transaction other than this
Agreement; or

                           (j)      issued any shares of its capital stock.

                  Section 2.10 TITLE TO PROPERTIES;  LEASEHOLD  INTERESTS.  CEEE
has good and valid title to all properties and assets, real, personal and mixed,
free and clear of all mortgages,  liens, pledges,  security interests,  charges,
claims,  restrictions and other  encumbrances and defects of title of any nature
whatsoever, except for liens for taxes not yet due and payable.

                  Section 2.11 CONDITION OF TANGIBLE ASSETS.  All material items
of tangible  personal  property  are in good  condition  and repair,  subject to
normal  wear and tear,  and are usable in the  regular  and  ordinary  course of
business of CEEE.

                  Section 2.12 BOOKS OF ACCOUNT. The books, records and accounts
of CEEE  maintained  with respect to the business of CEEE  accurately and fairly
reflect,  in  reasonable  detail,  all the  transactions  and all the assets and
liabilities  of CEEE.  CEEE has not engaged in any  transaction,  maintained any
bank account or used any of its funds except for transactions, bank accounts and
funds which have been and are  reflected  in the normally  maintained  books and
records of the business.

                                       -5-

<PAGE>
                  Section  2.13   LITIGATION.   No  litigation,   including  any
arbitration,   investigation  or  other  proceeding  of  or  before  any  court,
arbitrator or governmental or regulatory official,  body or authority is pending
or, to the best of CEEE's  knowledge,  threatened  against  CEEE.  CEEE is not a
party to or subject to the provisions of any judgment,  order, writ, injunction,
decree or award of any court, arbitrator or governmental or regulatory official,
body or authority  which may  materially  and  adversely  affect the business or
assets of CEEE.

                  Section 2.14 CONTRACTS AND  COMMITMENTS.  Except as listed and
annexed to SCHEDULE 2.14 hereto, CEEE is not a party to any written or oral:

                           (a)      agreement,  contract or commitment  with any
present or former employee or consultant or for the employment of any person;

                           (b)      agreement  contract  or  commitment  for the
future purchase of, or payment for, equipment,  supplies or products, or for the
performance of services by a third party except for any  agreement,  contract or
commitment arising in the ordinary course of business;

                           (c)      agreement, contract or commitment to finance
any acquisition of or purchase any asset or to perform any
service; or

                           (d)      note,   debenture,   bond,  equipment  trust
agreement,  letter of credit  agreement,  loan  agreement  or other  contract or
commitment for the borrowing or lending of money or agreement or arrangement for
a line of credit or guarantee,  pledge or undertaking of the indebtedness of any
other person.

                  Each of the agreements,  contracts, commitments, leases, plans
and other  instruments,  documents and  undertakings  listed on SCHEDULE 2.14 is
valid and enforceable in accordance with its terms except as the  enforceability
thereof may be limited by  bankruptcy,  insolvency or similar laws affecting the
rights  of  creditors  generally;  CEEE is not in  default  of the  performance,
observance or  fulfillment  of any material  obligations,  covenant or condition
contained therein; and no event has occurred which with or without the giving of
notice  or lapse of  time,  or both,  would  constitute  a  default  thereunder;
furthermore,  except as may be disclosed on SCHEDULE  2.14,  no such  agreement,
contract, commitment, lease, plan or other instrument,  document or undertaking,
in the reasonable  opinion of CEEE,  contains any contractual  requirement  with
which there is a likelihood CEEE will be unable to comply.

                  Section  2.15 NO BROKER OR FINDER.  CEEE has not dealt with or
retained any finder or broker whose fees or expenses have

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<PAGE>

been  paid by CEEE or for  whose  fees or  expenses  CEEE or  Atlantic  would be
responsible in connection with this Agreement or the  transactions  contemplated
hereby.

                  Section  2.16  PERSONNEL  AND  CERTAIN   AUTHORIZED   PERSONS.
SCHEDULE  2.16 hereto  contains a true and complete list of all bank accounts of
CEEE and the names of all persons who are authorized signatories with respect to
such accounts.

                  Section   2.17   EMPLOYEES;   EMPLOYEE   BENEFIT   PLANS   AND
ARRANGEMENTS.  CEEE  has no  employees  and has  not  sponsored,  maintained  or
supported,  or otherwise been a party to, in default under, or had any liability
or accrued  obligations under, any plan,  program,  fund or arrangement,  either
qualified or  non-qualified  for Federal  income tax  purposes,  relating to the
employees of CEEE,  whether for the benefit of a single  individual  or for more
than one individual,  and whether or not funded, including,  without limitation,
any incentive or other  benefit  arrangement  for  employees,  their  dependents
and/or their  beneficiaries and any "employee pension benefit plan" or "employee
welfare  benefit  plan",  as such terms are defined in Section 3 of the Employee
Retirement Income Security Act of 1974, as amended  ("ERISA").  CEEE has not, at
any time,  maintained or  contributed or been required to maintain or contribute
to any "Multi-Employer Plan" as such term is defined in Section 3(37) of ERISA.

                  Section 2.18 COMPLETENESS OF DISCLOSURE.  No representation or
warranty  in  this  Agreement  nor  any  certificate,  statements,  document  or
instrument  furnished or to be furnished to the  Representatives and Atlantic by
CEEE  pursuant  hereto,  or in  connection  with the  negotiation,  execution or
performance of this Agreement,  contains or will contain any untrue statement of
a material  fact or omits or will omit to state a material  fact  required to be
stated  herein or therein or necessary to make any  statement  herein or therein
not misleading.

                  Section  2.19 TAX  MATTERS.  CEEE has  filed or will file on a
timely basis  (including all  extensions) all tax returns which were required to
have been filed, or are hereafter required to be filed up to the Closing Date by
it (including, without limitation, all Federal, state, county, local and foreign
tax  returns)  and such  returns  are  complete  and  accurate  in all  material
respects,  and CEEE has paid or provided  for all taxes,  interest or  penalties
which have been  incurred  or are due and payable  pursuant  to such  returns or
pursuant to any assessments  received by it in connection with such returns.  No
foreign,  Federal, state, local or other taxing authority has provided CEEE with
any notice of any questions  relating to, or claims  asserted for, taxes against
CEEE or for which CEEE may be liable. All taxes which CEEE is required by law to
withhold or collect have

                                       -7-

<PAGE>

been duly withheld or collected and, to the extent required, have been paid over
to the proper governmental authorities.

                                   ARTICLE III
         REPRESENTATIONS AND WARRANTIES OF ATLANTIC AND THE STOCKHOLDERS

                  A. Atlantic represents and warrants to CEEE as follows:

                  Section  3.1  ORGANIZATION  AND   QUALIFICATION  OF  ATLANTIC.
Atlantic is a corporation duly  incorporated,  duly organized,  validly existing
and in good  standing  under the laws of Delaware.  Atlantic  has the  corporate
power and authority to own or lease and operate all of its properties and assets
and to carry on its business as such business is now being conducted and is duly
licensed  or  qualified  to  do  business  and  is  in  good   standing  in  all
jurisdictions  in which the nature of the business  conducted by Atlantic or the
character or location of the  properties  and assets owned or leased by it makes
such  licensing  or  qualifications  necessary  and where the failure to qualify
would  not have a  material  adverse  effect  on the  conditions  (financial  or
otherwise), operations, properties, assets, liabilities, earnings or business of
Atlantic.

                  Section 3.2  CAPITALIZATION  AND  OWNERSHIP OF  ATLANTIC.  The
authorized  capital stock of Atlantic consists of 100 shares of Common Stock, no
par value per share,  all of which are issued and  outstanding.  All outstanding
shares of Atlantic  Stock are  validly  issued and  outstanding,  fully paid and
nonassessable  with no personal  liability  attaching to the ownership  thereof,
free of preemptive rights and are owned free and clear of all liens,  claims and
encumbrances. There are no shares of Atlantic Stock issued or outstanding except
as referred to above, and there are no options, calls, subscriptions,  warrants,
rights,   agreements  or  commitments  of  any  character   obliging   Atlantic,
contingently  or otherwise,  to issue shares of  Atlantic's  capital stock or to
register  shares of  Atlantic's  capital stock under the  Securities  Act or any
other  applicable  Federal or state  securities  laws. The  Stockholders are the
record and  beneficial  owners of all of the issued  and  outstanding  shares of
Atlantic Stock, free and clear of all liens and encumbrances.

                  Section  3.3  AUTHORITY.  Atlantic  has  the  full  power  and
authority  to  enter  into  this  Agreement  and to  carry  out its  obligations
hereunder.  Other than approval by the Board of Directors and/or stockholders of
Atlantic,  no  proceedings,  on the part of Atlantic are  necessary to authorize
this  Agreement  or  the  transactions   contemplated   hereby.  This  Agreement
constitutes the legal, valid and binding  obligation of Atlantic  enforceable in
accordance with its terms.

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<PAGE>

                  Section  3.4  CONSENTS  AND  APPROVALS.  No  permit,  consent,
approval or authorization of, or declaration,  filing or registration  with, any
public  body or  authority  or other  person,  firm or  entity is  necessary  in
connection  with the execution and delivery by Atlantic or the  Stockholders  of
this  Agreement  or the  consummation  by the  Stockholders  or  Atlantic of the
transactions contemplated hereby.

                  Section 3.5 COMPLETENESS OF DISCLOSURE.  No  representation or
warranty in this Agreement nor any certificate,  Schedule, statements,  document
or instrument  furnished or to be furnished to CEEE by Atlantic pursuant hereto,
or in  connection  with  the  negotiation,  execution  or  performance  of  this
Agreement,  contains or will contain any untrue  statement of a material fact or
omits or will omit to state a  material  fact  required  to be stated  herein or
therein or necessary to make any statement herein or therein not misleading.

                  Section  3.6   LITIGATION.   No   litigation,   including  any
arbitration,   investigation  or  other  proceeding  of  or  before  any  court,
arbitrator or governmental or regulatory official,  body or authority is pending
or, to the best of Atlantic's knowledge,  threatened against Atlantic.  Atlantic
is not a party to or subject to the  provisions  of any judgment,  order,  writ,
injunction,  decree  or  award  of any  court,  arbitrator  or  governmental  or
regulatory official, body or authority which may materially and adversely affect
the business or assets of Atlantic.

                  Section 3.7 TAX MATTERS.  Atlantic has filed or will file on a
timely basis  (including all  extensions) all tax returns which were required to
have been filed, or are hereafter required to be filed up to the Closing Date by
it (including, without limitation, all Federal, state, county, local and foreign
tax  returns)  and such  returns  are  complete  and  accurate  in all  material
respects, and Atlantic has paid or provided for all taxes, interest or penalties
which have been  incurred  or are due and payable  pursuant  to such  returns or
pursuant to any assessments  received by it in connection with such returns.  No
foreign,  Federal,  state, local or other taxing authority has provided Atlantic
with any notice of any  questions  relating to, or claims  asserted  for,  taxes
against  Atlantic or for which Atlantic may be liable.  All taxes which Atlantic
is required by law to withhold or collect  have been duly  withheld or collected
and,  to the extent  required,  have been paid over to the  proper  governmental
authorities.

                  B. Each of the  Stockholders  represents  and warrants to CEEE
that  (i)  such   Stockholder  has  such  knowledge  and  experience  that  such
Stockholder  is capable of  evaluating  the  merits and risks of  acquiring  the
Exchange  Shares and the Additional  Shares and of making an informed  decision,
(ii) such Shareholder is

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<PAGE>
acquiring the Exchange Shares and the Additional  Shares for investment for such
Stockholder's  own account  and not with a view to, or for resale in  connection
with, any distribution  thereof and understands that the Exchange Shares and the
Additional Shares have not been registered under the Securities Act by reason of
a specified  exemption  from the  registration  provisions of the Securities Act
which  depends  upon,  among  other  things,   the  bona  fide  nature  of  such
Stockholder's  intent as  expressed  herein,  and (iii) such  Stockholder  is an
"accredited investor" within the meaning of Rule 501 under the Securities Act or
has such  knowledge,  sophistication  and  experience  in business and financial
matters  so  as to be  capable  of  evaluating  the  merits  and  risks  of  the
prospective  investment,  is able to bear the economic risk of such  investment,
and at the present time, is able to afford a complete loss of such investment.

                                   ARTICLE IV
                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

                  Section 4.1 SURVIVAL OF  REPRESENTATIONS  AND WARRANTIES.  The
representations  and warranties  made by the parties in this Agreement or in any
certificate,  Schedule, document or instrument furnished hereunder shall survive
for two years from the closing of the transactions contemplated hereby.

                                    ARTICLE V
                           AGREEMENTS PENDING CLOSING

                  Section 5.1  AGREEMENT  PENDING THE CLOSING.  Each of Atlantic
and CEEE covenant and agree that,  pending the Closing (if the Closing shall not
occur on the date  hereof) and except as  otherwise  agreed to in writing by the
other parties:

                           (a)  BUSINESS IN THE  ORDINARY  COURSE.  Its business
shall be conducted solely in the ordinary course.

                           (b)  MAINTENANCE   OF  PHYSICAL   ASSETS.   It  shall
continue to maintain and service the physical  assets used in the conduct of its
business in the same manner as has been its consistent past practice.

                           (c)  EMPLOYEES  AND  BUSINESS  RELATIONS.   It  shall
continue to maintain its business relations and relations with its employees, if
any, in the same manner as has been its consistent past practice.

                           (d)  COMPLIANCE  WITH LAW.  ETC. It shall comply with
all laws,  ordinances,  rules,  regulations and orders applicable to it or their
operations,  assets or properties in respect  thereof,  the  noncompliance  with
which might materially

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<PAGE>
affect its business or assets including,  without limitation in the case of CEEE
the filing of all reports required by the Securities Act and the Exchange Act.

                           (e)  COOPERATION.  It shall  cooperate with the other
parties  to  this  Agreement  and use  its  best  efforts  to  cause  all of the
conditions to the  obligations on its part to be performed  under this Agreement
to be satisfied on or prior to the Closing Date.

                           (f)  SALES OF  ASSETS;  NEGOTIATIONS.  It shall  not,
directly or  indirectly,  sell or encumber all or any part of its assets,  other
than in the  ordinary  course of  business  consistent  with past  practice,  or
initiate or participate in any  discussions  or  negotiations  or enter into any
agreement to do any of the foregoing.

                           (g)  ACCESS.  Each of Atlantic and CEEE shall give to
the other's officers,  employees, counsel, accountants and other representatives
free and full access to and the right to inspect,  during normal business hours,
all of the premises,  properties, assets, records, contracts and other documents
relating  to it and  shall  permit  the  other to  consult  with  its  officers,
employees,   accountants,  counsel  and  agents  for  the  purpose  making  such
investigation as it desires to make,  provided that such investigation shall not
unreasonably interfere with its business operations.

                           (h)  PRESS RELEASES. Except as required by applicable
law, no party  hereto shall give notice to third  parties or otherwise  make any
public  statement or releases  concerning  this  Agreement  or the  transactions
contemplated  hereby  except  for such  written  information  as shall have been
approved in writing as to form and content by all parties hereto.

                           (i)  CONFIDENTIALITY.  Pending the Closing and except
as required by applicable law or otherwise agreed to in writing unless and until
the Closing has been  consummated,  it will hold,  and shall cause its  counsel,
agents and independent  representatives  to hold in confidence any  confidential
data or information  made available to it in connection with this Agreement with
respect  to  which  it  shall  use the same  standard  of care to  protect  such
confidential  data or  information  as is used to protect  its own  confidential
information.  If  the  transactions  contemplated  by  this  Agreement  are  not
consummated,  it agrees  that it shall (i) return or cause to be returned to the
party  furnishing such data or information all written  materials and all copies
thereof that were supplied to it; and (ii)  continue to hold in  confidence  all
such confidential information and data.

                                      -11-

<PAGE>
                                   ARTICLE VI
                       CONDITIONS PRECEDENT TO THE CLOSING

                  Section 6.1  CONDITIONS  PRECEDENT TO ATLANTIC'S  OBLIGATIONS.
All  obligations  of Atlantic and the  Stockholders'  under this  Agreement  are
subject to the fulfillment or satisfaction, and CEEE covenants and agrees to the
fulfillment  or  satisfaction,  prior  to or at  the  Closing,  of  each  of the
following conditions precedent:

                           (a)  REPRESENTATIONS  AND  WARRANTIES  TRUE AS OF THE
CLOSING DATE. The  representations and warranties of CEEE and Cowle contained in
this Agreement or in a Schedule,  certificate  or document  delivered by CEEE to
Atlantic or the Representatives  pursuant to the provisions hereof shall be true
on the date hereof  without  regard to any updates  furnished  by CEEE after the
date hereof and shall be true on the Closing Date with the same effect as though
such representations and warranties were made as of such date.

                           (b)  COMPLIANCE WITH THIS AGREEMENT.  CEEE shall have
performed  and complied  with all  agreements  and  conditions  required by this
Agreement to be performed or complied with by it prior to or at the Closing.

                           (c)  NO  THREATENED  OR  PENDING  LITIGATION.  On the
Closing  Date,  no suit,  action or other  proceeding,  or  injunction  or final
judgment relating thereto, shall be threatened or be pending before any court or
government  or regulatory  official,  body or authority in which it is sought to
restrain or prohibit or to obtain  damages or other  relief in  connection  with
this Agreement or the consummation of the transactions  contemplated hereby, and
no investigation  that might result in any such suit, action or proceeding shall
be pending or threatened.

                           (d)  CONSENTS  AND  APPROVALS.  All of  the  consents
required  to  carry  out  the  transactions  contemplated  hereunder  have  been
obtained.

                           (e)  MATERIAL  ADVERSE  CHANGES.  There  has  been no
material  adverse  change in the business,  operations,  assets or properties of
CEEE.

                           (f)  APPROVAL  OF  COUNSEL;  CORPORATE  MATTERS.  All
actions, proceedings,  resolutions,  instruments and documents required to carry
out this  Agreement or  incidental  hereto and all other  related  legal matters
shall have been approved on the Closing Date by counsel Atlantic in the exercise
of their reasonable judgment.

                                      -12-

<PAGE>

                           (g)  COUNSEL  OPINION.  Atlantic  shall have received
from Colorado counsel for CEEE an opinion,  reasonably acceptable to counsel for
Atlantic,  to the effect that (i) the issuance of the  Exchange  Shares does not
require the approval of the  stockholders  of CEEE,  (ii) CEEE has the corporate
power  and  authority  to  enter  into  this  Agreement  and to  carry  out  the
transactions  contemplated  hereby  and (iii) CEEE is duly  incorporated  and is
validly existing as a corporation in good standing under the laws of Colorado.

                           (h)  CERTIFICATES.  CEEE shall have  delivered to the
Stockholders  certificates  for the  Exchange  Shares  and CEEE  shall also have
delivered to the Stockholders such other documents, instruments,  certifications
and further assurances as its counsel may reasonably require.

                           (i)  DIRECTORS  AND   OFFICERS.   The  directors  and
officers of CEEE shall have resigned and CEEE shall have caused those  directors
and officers designated by the Representatives to be appointed.

                           (j)  NO  LIABILITIES.  CEEE shall have no liabilities
or obligations, either accrued, absolute, contingent or otherwise except for its
ongoing  obligation to file periodic  reports with the SEC. For purposes of this
Agreement, the terms "liabilities" shall include, without limitation, any direct
or indirect indebtedness, guaranty, endorsement, indemnity, claim, loss, damage,
deficiency,  cost, expense, or obligation, fixed or unfixed, choate or inchoate,
liquidated  or  un-liquidated,  secured or unsecured or a reserve for any of the
foregoing.

                           (k)  FORMS 10-K AND 10-Q.  CEEE shall have filed with
the SEC an Annual Report on Form 10-K for the year ended December 31, 1995 and a
Quarterly Report on Form 10-Q for the quarter ended March 31, 1996.

                  Section 6.2 CONDITIONS  PRECEDENT TO THE  OBLIGATIONS OF CEEE.
All  obligations of CEEE under this Agreement are subject to the  fulfillment or
satisfaction,  prior to or at the Closing,  of each of the following  conditions
precedent:

                           (a)  REPRESENTATIONS  AND  WARRANTIES  TRUE AS OF THE
CLOSING DATE. The  representations  and warranties of Atlantic contained in this
Agreement   or  in  any  list,   certificate   or  document   delivered  by  the
Representatives  or Atlantic to CEEE pursuant to the provisions  hereof shall be
true on the Closing Date with the same effect as though such representations and
warranties were made as of such date.

                           (b)  COMPLIANCE WITH THIS  AGREEMENT.  Atlantic shall
have performed and complied with all agreements and

                                      -13-

<PAGE>
conditions  required by this  Agreement to be performed or complied with by them
prior to or at the Closing.

                           (c)  NO  THREATENED  OR  PENDING  LITIGATION.  On the
Closing  Date,  no suit,  action or other  proceeding,  or  injunction  of final
judgment relating thereto, shall be threatened or be pending before any court or
governmental or regulatory official,  body or authority in which it is sought to
restrain or prohibit or to obtain  damages or other  relief in  connection  with
this Agreement or the consummation of the transactions  contemplated hereby, and
no investigation  that might result in any such suit, action or proceeding shall
be pending or threatened.

                           (d)  MATERIAL ADVERSE CHANGES.  There shall have been
no material adverse changes in the business, operations, assets or properties of
Atlantic.

                           (e)  APPROVAL  OF  COUNSEL;  CORPORATE  MATTERS.  All
actions, proceedings,  resolutions,  instruments and documents required to carry
out this  Agreement or  incidental  hereto and all other  related  legal matters
shall have been approved on the Closing Date by counsel for CEEE in the exercise
of its reasonable judgment.

                           (f)  CERTIFICATES.  The  Representatives  shall  have
delivered  to  CEEE  one  or  more  certificates  for  Atlantic  Stock  and  the
Representatives  shall  have  also  delivered  to  CEEE  such  other  documents,
instruments, certifications and further assurances as its counsel may reasonably
require.

                                   ARTICLE VII
                           CLOSING, FURTHER ASSURANCES
                            AND CONDITIONS SUBSEQUENT

                  Section  7.1  CLOSING.  The  Closing  (the  "Closing")  of the
exchange  of  Atlantic  Stock and the  Exchange  Shares  shall take place at the
offices of Olshan  Grundman Frome & Rosenzweig,  505 Park Avenue,  New York, New
York 10022 on the date hereof or such other date as may be mutually  agreed upon
in writing by the parties  hereto.  The date of the Closing is sometimes  herein
referred to as the "Closing Date".

                  Section  7.2  ACTS  TO BE  PERFORMED  BY  CEEE  FOLLOWING  THE
CLOSING. Following the Closing, CEEE shall:

                           (a)  Cause there to be held a meeting of stockholders
of  CEEE  at  which  (i)  the  name  of  CEEE  shall  be  changed  to  "Atlantic
International  Entertainment,  Ltd.", or such other name as the  Representatives
shall  request (ii) the  authorized  capital stock of CEEE shall be increased to
110,000,000 shares of CEEE Stock authorized (the "Capital  Authorization"),  and
(iii) all of the CEEE Stock outstanding

                                      -14-

<PAGE>

(including  the Exchange  Shares and the  Additional  Exchange  Shares) shall be
split 1 for 3;

                           (b)  Immediately following the Capital Authorization,
cause to be issued to the Stockholders the Additional Shares.

                           (c)  change the  address of its  principal  executive
offices and to take all actions necessary to qualify to transact business in the
jurisdiction  thereof  and all other  jurisdictions  in which the  nature of the
business  conducted by CEEE or the character or location of the  properties  and
assets owned or leased by it make such qualification necessary, except where the
failure to so qualify would not have a material adverse effect on CEEE; and

                           (d)  execute the  appropriate  certificates  and make
the appropriate public filings to effectuate each of the foregoing actions.

                           (e)  pay to each of Cowle and  Williams  $25,000 upon
the sale by CEEE of greater than $500,000 of securities.

                  Section 7.3 FURTHER ASSURANCES.  Each of the parties from time
to time after the Closing, at the other's request, will execute, acknowledge and
deliver to the other such other  instruments of conveyance and transfer and will
take  such  other  actions  and  execute  and  deliver  such  other   documents,
certifications  and further  assurances as the other may  reasonably  require in
order to vest more  effectively  Atlantic  Stock,  the  Exchange  Shares and the
Additional Shares, as the case may be, in the owner thereof. Each of the parties
hereto  will  cooperate  with the other and  execute  and  deliver  to the other
parties hereto such other  instruments and documents and take such other actions
as may be  reasonably  requested  from time to time by any other party hereto as
necessary  to carry out,  evidence  and  confirm the  intended  purposes of this
Agreement.

                                  ARTICLE VIII
                                  MISCELLANEOUS

                  Section 8.1  TERMINATION.

                           (a)  Anything  herein or  elsewhere  to the  contrary
notwithstanding,   this  Agreement  may  be  terminated  by  written  notice  of
termination at any time before the Closing Date only as follows:

                           (i)   by   mutual    consent   of    Atlantic,    the
Representatives and CEEE;


                                      -15-

<PAGE>

                           (ii)  by the Stockholders and Atlantic at any time if
the representations  and warranties of CEEE and Cowle were materially  incorrect
when made;

                           (iii) by CEEE at any time if the  representations and
warranties of Atlantic were materially incorrect when made; or

                           (iv)  by  any  party   hereto  if  the   transactions
contemplated  by this  Agreement  do not close on or before July 31, 1996 unless
extended in writing by mutual agreement of the parties hereto.

                           (b)   In the event of the termination and abandonment
hereof pursuant to the provisions of this Section 8.01,  this Agreement,  except
as  provided  in this  Section  8.01(b)  shall  become  void and have no effect,
without any  liability  on the part of any of the parties or their  directors or
officers or stockholders in respect of this Agreement.  Notwithstanding any such
termination  and  abandonment,  the  provisions  of  Section  5.01(i)  regarding
confidential information shall remain binding upon the parties hereto.

                  Section 8.2 BROKERS' AND FINDERS' FEES. Each party  represents
and warrants to the other that all negotiations  relative to this Agreement have
been carried on by it directly without the intervention of any person,  and each
of the parties  agree to indemnify and hold the other  harmless  against any and
all claims,  losses,  liabilities and expenses which may be asserted  against or
incurred by it as a result of its dealings,  arrangements or agreements with any
such person.

                  Section 8.3 INCOME,  SALES,  TRANSFER AND  DOCUMENTARY  TAXES;
ETC.  Atlantic shall pay all Federal,  state and local income taxes, if any, due
as a result of the  purchase,  sale or  transfer  of the  Exchange  Shares,  the
Additional Shares and the Atlantic Stock in accordance herewith.

                  Section  8.4  EXPENSES.  Each party  hereto  shall pay its own
expenses  incidental to the  preparation of this Agreement and the  transactions
contemplated hereby.

                                      -16-

<PAGE>
                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the date first above written.

                                        ATLANTIC INTERNATIONAL CAPITAL,
                                        LTD.


                                        By:/S/ RICHARD IAMUNNO
                                           -------------------
                                              Richard Iamunno
                                              President


                                        CEEE GROUP CORPORATION



                                        By:/S/ EDWARD A. COWLE
                                           -------------------
                                              Edward A. Cowle
                                              President and Chief
                                              Executice Officer

                                        /S/ NORMAN HOSKIN
                                        -----------------
                                        Norman Hoskin

                                        THE KUNNI LEMMEL TRUST


                                        By:/S/ HILDEBERTO S. DEFRIAS
                                           -------------------------
                                               HILDEBERTO S. DEFRIAS
                                               Trustee


                                        By:/S/ JOSEPH E. WAKEFIELD
                                           -------------------------
                                               JOSEPH E. WAKEFIELD
                                               Trustee


                                        THE AWIXA TRUST


                                        By:/S/ HILDEBERTO S. DEFRIAS
                                           -------------------------
                                               HILDEBERTO S. DEFRIAS
                                               TRUSTEE


                                        By:/S/ JOSEPH E. WAKEFIELD
                                           -------------------------
                                               JOSEPH E. WAKEFIELD
                                               TRUSTEE


                                           /S/ ROBERT H. FRIEDMAN
                                           ----------------------
                                           Robert H. Friedman


                                        CENTERLINE ASSOCIATES



                                        By:/s/JEANNE WILLIAMS
                                           ------------------
                                              JEANNE WILLIAMS
                                              President
                                      -17-

<PAGE>


                                        /S/ EITHNE WILMOTT
                                        ------------------
                                            Eithne Wilmott

                                        /S/ EDWARD COWLE
                                        ------------------
                                             Edward Cowle

                                        /S/ DEWORTH WILLIAMS
                                        --------------------
                                            DeWorth Williams

                                        /S/ JAMES DOUGHERTY
                                        -------------------
                                            James Dougherty

                                      -18-

<PAGE>
                                   SCHEDULE I

<TABLE>
<CAPTION>

                                                                      Number of         Number of
                                              Number of               Exchange          Additional         Total Number
                                              Shares of             Shares to be       Shares to be        of Shares to
      Name of Stockholder                   Atlantic Held             Received           Received          be Received
-----------------------------------         -------------        ----------------      ------------      ---------------
<S>                                              <C>              <C>                  <C>                    <C>
Norman Hoskin                                    13.5               945,000            2,454,587              3,399,587
2200 Corporate Blvd.
Suite 317
Boca Raton, FL 33431

THE KUNNI LEMMEL                                 30.0             2,100,000            5,454,638              7,554,638
TRUST
c/o Norman Hoskin
2200 Corporate Blvd.
Boca Raton, FL 33431

Richard Iamunno                                  13.5               945,000            2,454,587              3,399,587
2200 Corporate Blvd.
Suite 317
Boca Raton, FL 33431

THE AWIXA TRUST                                  30.0             2,100,000            5,454,638              7,554,638
c/o Richard Iamunno
2200 Corporate Blvd.
Suite 317
Boca Raton, FL 33431

Robert Frome                                      1.23              86,100               224,472                308,572
505 Park Avenue
New York, NY 10022

Robert Friedman                                    .25              17,500                44,214                 61,714
505 Park Avenue
New York, NY 10022
</TABLE>


                                      -19-

<PAGE>
<TABLE>
<CAPTION>

                                                                      Number of         Number of
                                              Number of               Exchange          Additional         Total Number
                                              Shares of             Shares to be       Shares to be        of Shares to
      Name of Stockholder                   Atlantic Held             Received           Received          be Received
-----------------------------------         -------------        ----------------      ------------      ---------------
<S>                                              <C>              <C>                  <C>                    <C>
Centerline                                        4.9              343,000               891,427              1,234,427
Associates, Inc.
Jeanne Williams
850 E. Palm Ave
Boca Raton, FL 33432

Eithne Wilmott                                     .07               4,900                13,696                 18,596
1234 S. Military
Trail, #1812
Deerfield Beach, FL
33442

Edward Cowle                                      2.085            145,950               379,050                525,000
708 3rd Avenue
New York, NY 10017

DeWorth Williams                                  2.085            145,950               379,050                525,000
56 West 440 South
Salt Lake City, UT
84101

James Dougherty                                   2.38             166,600               433,400                600,000
629 Sea Pineway B2
West Palm Beach, FL
33415
</TABLE>

                                      -20-

<PAGE>




                                  SCHEDULE 2.2


                                      None


                                      -21-
<PAGE>




                                  SCHEDULE 2.9


                                      None


                                      -22-

<PAGE>


                                  SCHEDULE 2.14

1.   Appointment of Transfer Agent and Agreement  between CEEE Group Corporation
and Interstate Transfer Company.


<PAGE>

                                  SCHEDULE 2.16


                                      None


                                      -24-