ASSET PURCHASE AGREEMENT

                                 BY AND BETWEEN

                               DOUGLAS W. SINGLE,


                     INNOVATIVE SOFTWARE TECHNOLOGIES, INC.,


                                       AND


                              GET IN THE GAME, INC.


                          DATED AS OF NOVEMBER 18, 2004
<PAGE>

                                TABLE OF CONTENTS

                                                                        PAGE NO.


Article I SALE OF ASSETS; ASSUMPTION OF LIABILITIES; CLOSING.................  1

         Section 1.1       Sale of Assets....................................  1
         Section 1.2       Excluded Assets...................................  2
         Section 1.3       Assumption of Liabilities.........................  2
         Section 1.4       Purchase Price....................................  3
         Section 1.5       Performance Consideration.........................  4
         Section 1.6       Closing...........................................  4
         Section 1.7       Deliveries at Closing.............................  4
         Section 1.8       Nonassignability of Assets........................  4

Article II REPRESENTATIONS AND WARRANTIES OF SELLER..........................  5
         Section 2.1       Representations and Warranties of Seller..........  5
         Section 2.2       No Conflict; Approvals............................  5
         Section 2.3       Books and Records.................................  5
         Section 2.4       Title to the Assets...............................  5
         Section 2.5       Contracts.........................................  5
         Section 2.6       Litigation........................................  6
         Section 2.7       Taxes.............................................  6
         Section 2.8       Inventory.........................................  7
         Section 2.9       Broker's or Finder's Fees.........................  7
         Section 2.10      Compliance with Laws..............................  7
         Section 2.11      Disclosure........................................  7
         Section 2.12      Intellectual Property.............................  7
         Section 2.13      Investment........................................  8

Article III REPRESENTATIONS AND WARRANTIES OF PURCHASER......................  8

         Section 3.1       Representations and Warranties of Purchaser.......  8
         Section 3.2       Organization and Good Standing....................  8
         Section 3.3       Corporate Authority...............................  8
         Section 3.4       No Conflict; Authorization........................  8
         Section 3.5       Litigation........................................  9
         Section 3.6       Broker's or Finder's Fees.........................  9

Article IV CONDITIONS TO PURCHASER'S OBLIGATIONS.............................  9

         Section 4.1       Conditions to Purchaser's Obligations.............  9
         Section 4.2       Transfer Documents................................  9
         Section 4.3       No Litigation Threatened..........................  9
         Section 4.4       Approvals and Consents............................  9
         Section 4.5       Absence of Liens..................................  9
         Section 4.6       Material Adverse Changes.......................... 10
         Section 4.7       Due Diligence; Schedules.......................... 10
         Section 4.8       Employment Agreement.............................. 10
         Section 4.9       Independent Contractor
                           Agreements.............  ERROR! BOOKMARK NOT DEFINED.


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         Section 4.10      Non-Foreign Affidavit............................. 10
         Section 4.11      Bank Accounts..................................... 10
         Section 4.12      Bill of Sale...................................... 10
         Section 4.13      Other Documents................................... 10

Article V CONDITIONS TO SELLER'S and Stockholder's OBLIGATIONS............... 10

         Section 5.1       Conditions to Seller's Obligations................ 10
         Section 5.2       No Litigation Threatened.......................... 11

Article VI COVENANTS......................................................... 11

         Section 6.1       Further Assurances................................ 11
         Section 6.2       Disclosure........................................ 11
         Section 6.3       Tax Matters....................................... 11
         Section 6.4       Non-competition; Non-Solicitation................. 12
         Section 6.5       Confidentiality................................... 12
         Section 6.6       Sales and Use Taxes............................... 13
         Section 6.7       Consent of Seller................................. 13
         Section 6.8       IST Common Stock.................................. 13

Article VII Intentionally Omitted............................................ 14


Article VIII SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION..... 14

         Section 8.1       Survival of Representations and Warranties........ 14
         Section 8.2       Seller's Obligation to Indemnify.................. 14
         Section 8.3       Limitations on Seller's Indemnification........... 15
         Section 8.4       Survival of Purchaser Obligations................. 15
         Section 8.5       Purchaser Obligation to Indemnify................. 15
         Section 8.6       Limitations on Purchaser Indemnification.......... 16
         Section 8.7       Procedures Relating to Indemnification............ 16
         Section 8.8       Characterization of Indemnification Payments...... 17

Article IX MISCELLANEOUS..................................................... 17

         Section 9.1       Certain Definitions............................... 17
         Section 9.2       Professional Expenses............................. 18
         Section 9.3       Governing Law..................................... 18
         Section 9.4       Jurisdiction...................................... 18
         Section 9.5       Captions.......................................... 18
         Section 9.6       Notices........................................... 18
         Section 9.7       Parties in Interest............................... 19
         Section 9.8       Counterparts...................................... 19
         Section 9.9       Entire Agreement.................................. 19
         Section 9.10      Amendments; Waivers............................... 19
         Section 9.11      Severability...................................... 20
         Section 9.12      Rules of Construction............................. 20
         Section 9.13      Risk of Loss...................................... 20


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<PAGE>

                                    SCHEDULES

Schedule 1.1(a)                                            Inventory
Schedule 1.1(b)                                            Contracts
Schedule 2.12                                              Intellectual Property

                                    EXHIBITS

Exhibit A                                           Assumed Liabilities
Exhibit B                                           Employment Agreement between
                                                    Doug Single and Purchaser
Exhibit C                                           Bill of Sale


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<PAGE>

                            ASSET PURCHASE AGREEMENT

      THIS ASSET PURCHASE  AGREEMENT  (this  "AGREEMENT")  dated this ___ day of
November,  2004 by and  between  Douglas  W.  Single  d/b/a Get in the Game (the
"SELLER"),  Innovative  Software  Technologies,  Inc., a California  Corporation
("PURCHASER"),  and Get in the Game,  Inc., a Delaware  corporation and a wholly
owned subsidiary of Purchaser (the "NEW SUB").

                                   BACKGROUND

      Seller  desires to sell,  transfer and assign to Purchaser,  and Purchaser
desires to purchase and assume from Seller,  pursuant to and in accordance  with
the terms and conditions of this Agreement,  substantially all of the assets and
certain of the  liabilities  of Seller,  which is  engaged  in the  business  of
conducting  seminars  and  workshops  and  distributing  literature  relating to
college  preparation  for  prospective  student  athletes and their parents (the
"BUSINESS").

      NOW, THEREFORE,  in consideration of the premises and the mutual covenants
contained  herein,  the parties  hereto,  intending to be legally bound,  hereby
agree as follows:

                                   ARTICLE I

               SALE OF ASSETS; ASSUMPTION OF LIABILITIES; CLOSING

      SECTION 1.1 SALE OF ASSETS.  Subject to the terms and  conditions  of this
Agreement,  at the Closing  (as  defined  herein),  Seller  shall sell,  assign,
transfer and deliver to New Sub, and Purchaser  shall purchase from Seller,  all
of Seller's  right,  title and interest in and to all Seller's assets other than
the  Excluded  Assets  (as  defined  below),   including  the  following  assets
(collectively,  the "PURCHASED ASSETS"). The Purchased Assets shall include, but
not be limited to, the following:

            (a) all inventory of Seller located at 3 San Juan Ranch Road,  Santa
Fe, New Mexico,  (the  "PREMISES") on hand as of the Closing Date, all inventory
of Seller in the possession of a contractor or subcontractor of Seller as of the
Closing Date, all inventory of Seller consigned to customers of Seller as of the
Closing  Date and all  inventory  of Seller in  transit as of the  Closing  Date
pursuant to purchase orders issued by Seller in the ordinary course of business,
including but not limited to all  inventory  which is itemized,  accounted  for,
located and set forth on Schedule  1.1(a) to this Agreement  (collectively,  the
"INVENTORY");

            (b) all Seller's rights in, to and under all agreements,  contracts,
leases,  license agreements and other executory instruments to which Seller is a
party  relating to the  Business,  and all  pending  purchase  and sales  orders
incurred in the ordinary course of the Business,  including, but not limited to,
those  listed on Schedule  1.1(b)  (which  Schedule  1.1(b)  shall list all such
agreements,  contracts,  leases, license agreements, other executory instruments
and purchase and sales orders) (the "CONTRACTS");

            (c) all transferable guaranties, warranties, indemnities and similar
rights in favor of Seller to the extent related to any Purchased Asset;
<PAGE>

            (d) all goodwill associated with or attributable to the Business;

            (e) all  Seller's  interest in any  Intellectual  Property.  As used
herein,  the  term  "INTELLECTUAL  PROPERTY"  shall  mean and  include:  (i) all
trademark rights, business identifiers, trade dress, service marks, trade names,
and brand names; (ii) all copyrights and all other rights  associated  therewith
and the underlying  works of authorship;  (iii) all patents and all  proprietary
rights  associated  therewith;  (iv) all  contracts or  agreements  granting any
right, title, license or privilege under the intellectual property rights of any
third party; (v) all inventions,  mask works and mask work  registrations,  know
how, discoveries, improvements, designs, trade secrets, shop and royalty rights,
employee  covenants  and  agreements  respecting  intellectual  property and non
competition  and  all  other  types  of  intellectual  property;  and  (vi)  all
registrations of any of the foregoing,  all applications  therefor, all goodwill
associated with any of the foregoing,  and all claims for infringement or breach
thereof;

            (f) all  permits,  approvals,  qualifications  and the like  used by
Seller in the conduct of the Business issued by any  governmental  body or other
instrumentality to the extent assignable by Seller;

            (g) all  customer  lists  and  records,  files  and  correspondence,
technical information,  and all sales, advertising,  and promotional literature,
catalogs,  artwork,  and other  items  associated  with or  attributable  to the
Business;

            (h) all records and files of Seller of every kind including, without
limitation,  invoices,  customer and vendor lists,  blueprints,  specifications,
designs,  drawings,  and operating and marketing plans, and all other documents,
tapes, discs, programs or other embodiments of information of Seller;

            (i) the  name  "Get in the  Game,"  and all  rights  to use or allow
others to use such name; and

            (j) all causes of action  relating  to the  Business  arising out of
occurrences before the Closing, and other intangible rights and assets.

      SECTION   1.2   EXCLUDED   ASSETS.   The   provisions   of   Section   1.1
notwithstanding,  Seller shall not sell, transfer,  assign, convey or deliver to
New Sub,  and  Purchaser  will not  purchase or accept the  following  assets of
Seller (collectively, the "EXCLUDED ASSETS"):

            (a)  the  consideration  delivered  by  Purchaser  pursuant  to this
Agreement;

            (b) Any other item that is not a Purchased Asset.

      SECTION 1.3 ASSUMPTION OF LIABILITIES. Subject to the terms and conditions
of this Agreement, at the Closing,  Purchaser shall assume and pay, discharge or
perform when due only those liabilities set forth on Exhibit "A" attached hereto
(collectively, the "ASSUMED LIABILITIES"). In particular, the debts of Delehanty
and Single as listed on Exhibit  "A" will be paid with  Stock  Consideration  as
described in Section 1.4 below. The debts of Ruth Nelson,  Charles Single,  Jack
Reed, and Robert Moore will be paid in cash at Closing


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<PAGE>

      Without  limiting  the  foregoing,  except  as set forth on  Exhibit  "A",
Purchaser shall not be liable for any liability, obligation or claim:

            (a) based  upon any  written or  implied  warranty  or any theory of
product  liability,  including  but not limited to claims for bodily  injury and
property damage,  with respect to goods sold, leased,  processed,  manufactured,
consigned, distributed or transferred by Seller prior to the Closing;

            (b) for any and all severance or other termination benefits owing to
any employee of Seller arising out of or resulting from severance or termination
by Seller prior to or in connection with the Closing;

            (c) for Taxes;

            (d)  relating to  employee  benefits  or  compensation  arrangements
existing on or prior to the Closing Date,  including,  without  limitation,  any
liability or obligation under any of Seller's employee benefit agreements, plans
or other arrangements;

            (e)  arising  under or in  connection  with any event  occurring  or
circumstance  existing  prior to the Closing with  respect to any pension  plan,
profit sharing plans or other employee benefit plan of Seller;

            (f)  to a  third  party  for  infringement  of  such  third  party's
Intellectual  Property  arising under or in connection  with any event occurring
prior to Closing;

            (g) with  respect  to any  action,  suit,  proceeding,  arbitration,
investigation  or inquiry,  whether civil,  criminal or  administrative  arising
under or in connection with any event occurring prior to Closing;

            (h) incurred by Seller in  connection  with this  Agreement  and the
transactions contemplated hereby;

            (i) relating to indebtedness of Seller for borrowed money;

            (j) in  connection  with any  violation  by Seller of or  failure by
Seller to comply with any statute,  law,  ordinance,  rule or  regulation or any
order  writ,  injunction,  judgment,  plan or decree  of any  court  arbitrator,
department,  commission,  board, bureau, agency,  authority,  instrumentality or
other  body,  whether  federal,  state,  municipal,  foreign  or other  prior to
Closing; or

            (k) arising under or in connection with any of the Excluded Assets.

      SECTION 1.4 PURCHASE  PRICE.  The purchase price for the Purchased  Assets
shall be (i) the assumption of the Assumed Liabilities, and (ii) the issuance of
a number of shares of common stock of Purchaser  ("IST COMMON  Stock") having an


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<PAGE>

aggregate  fair market value equal to $100,000.00  (the "STOCK  CONSIDERATION").
The assumption of the Assumed Liabilities  together with the Stock Consideration
and the Performance Consideration,  if any, shall collectively be referred to as
the "PURCHASE PRICE." For the purposes of this Agreement,  the fair market value
per share of IST Common Stock shall be the average  closing price of such shares
on the OTC Bulletin Board during the twenty (20) trading days immediately  prior
to the Closing Date (the "PER SHARE FAIR MARKET VALUE").

      SECTION 1.5 PERFORMANCE CONSIDERATION.

            No later than January 20, 2006,  Purchaser agrees to issue to Seller
that number of shares of IST Common Stock  (rounded to the nearest whole number)
having an aggregate  fair market value equal to the  PERFORMANCE  CONSIDERATION.
The PERFORMANCE CONSIDERATION shall be calculated by multiplying $100,000 by the
gross revenues for NewSub for its fiscal year ending on December 31, 2005 (to be
determined  in  accordance  with  GAAP by  Purchaser  in its sole  and  absolute
discretion),  divided by $1.2  million.  The maximum  PERFORMANCE  CONSIDERATION
shall be $100,000.  The number of shares to be issued shall be calculated  using
the PER SHARE FAIR MARKET VALUE as calculated in 1.4 above.

      SECTION 1.6 CLOSING.The  closing of the purchase and sale of the Purchased
Assets  and the  assignment  and  assumption  of the  Assumed  Liabilities  (the
"CLOSING")  shall take  place at the  offices of  Purchaser's  counsel,  Foley &
Lardner  LLP, 100 North Tampa  Street,  Suite 2700,  Tampa,  Florida on the date
hereof or such other date agreed to by the parties (the "CLOSING DATE").

      SECTION 1.7 DELIVERIES AT CLOSING.

            (a) Deliveries by Purchaser.  At or prior to the Closing,  Purchaser
shall deliver or cause to be delivered to Seller the following:

                        (i)  Stock  certificates  representing  that  number  of
                  shares of IST Common Stock having a fair market value equal to
                  $100,000.00;

                        (ii) any other documents,  certificates,  instruments or
                  writings  required to be  delivered  by Purchaser at or before
                  the Closing pursuant to this Agreement or otherwise.

      (b) Deliveries by Seller. At or prior to the Closing, Seller shall deliver
to Purchaser the following:

                        (i) A Bill of Sale; and

                        (ii) any other documents,  certificates,  instruments or
                  writings  required  to be  delivered  by the  Purchaser  at or
                  before the Closing  pursuant to this  Agreement  or  otherwise
                  required in connection herewith.

      SECTION  1.8  NONASSIGNABILITY  OF ASSETS.  To the  extent  that the sale,
assignment  or  transfer  to  Purchaser  of any asset that is  intended  to be a
Purchased  Asset would require any third party  approval and such approval shall


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<PAGE>

not have been obtained prior to the Closing,  at Purchaser's option, the Closing
shall proceed without the sale, assignment or transfer of any such asset and (i)
the asset (and its related liabilities) will not be considered a Purchased Asset
or an Assumed  Liability for the purposes  hereof unless and until such approval
has been obtained;  (ii) the parties shall use their  reasonable best efforts to
obtain  such  approval;  and (iii)  pending  such  approval  the  parties  shall
cooperate  with each  other in any  mutually  agreeable,  reasonable  and lawful
arrangement  designed to provide  Purchaser  with the economic  and  operational
equivalent of the use of such asset and its related liabilities.

                                   ARTICLE II

                    REPRESENTATIONS AND WARRANTIES OF SELLER

      SECTION  2.1  REPRESENTATIONS  AND  WARRANTIES  OF SELLER.  Seller  hereby
represents  and warrants to Purchaser that the following are true and correct as
of the date first  above  written  and shall be true and  correct on the Closing
Date and shall be unaffected by any  investigation  heretofore or hereafter made
by Purchaser or any knowledge of Purchaser other than as specifically  disclosed
in the  Disclosure  Schedule  delivered to Purchaser at the time of execution of
this Agreement (the "SELLER DISCLOSURE SCHEDULE"):

      SECTION 2.2 NO CONFLICT;  APPROVALS. Neither the execution and delivery of
this Agreement nor the  consummation  or performance of any of the  transactions
contemplated  hereby  will (i)  violate or conflict  with any  provision  of any
Articles of Incorporation or Bylaws of Seller or any statute,  regulation, rule,
injunction,  judgment, order, decree, ruling, charge or other restriction of any
government,  governmental  agency  or  court  to  which  Seller  or  any  of its
respective  assets is  subject,  (ii)  except as set forth on Section 2.2 of the
Seller Disclosure Schedule, result in the breach or termination of any provision
of, or create in any party the right to accelerate,  terminate, modify or cancel
or exercise any remedy under, any agreement or other instrument or obligation to
which any of the Purchased  Assets may be subject,  bound or affected,  or (iii)
require notice,  authorization,  consent, exemption, approval or other action of
any public body or  authority  (including  under any "plant  closing" or similar
law).

      SECTION 2.3 BOOKS AND  RECORDS.  The  material  books of account and other
records of the  Business,  all of which have been made  available  to  Purchaser
prior to the Closing,  are complete and accurate in all material  respects.  Set
forth in Section 2.3 of the Seller Disclosure Schedule is a list of each bank is
which  Seller has an account or safe  deposit  box,  the name and number of each
such account or box and the names of all persons  authorized  to draw thereon or
who have access thereto, with the amounts they are authorized to draw.

      SECTION 2.4 TITLE TO THE ASSETS. Except as set forth in Section 2.4 of the
Seller  Disclosure  Schedule,  Seller has and at the  Closing  will  transfer to
Purchaser good and marketable title to the Purchased  Assets,  free and clear of
all Liens. The Purchased Assets include all rights,  properties and other assets
necessary  for Seller to conduct the Business in the same manner as its business
has been conducted.

      SECTION 2.5 CONTRACTS.  Schedule  1.1(b) contains an accurate and complete
list of all Contracts.  All Contracts of Seller are freely  assignable except as
indicated on Schedule  1.1(b)  hereto.  Complete and correct  copies of all such


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<PAGE>

Contracts  have been  delivered to Purchaser.  All such  Contracts are valid and
binding,  in full force and  effect and  enforceable  in  accordance  with their
respective  terms (subject to  bankruptcy,  insolvency,  fraudulent  conveyance,
moratorium  and similar  laws  affecting  creditors'  rights and general  equity
principles).  Seller is not in breach or default under any of the Contracts, nor
has there  occurred  an event or  condition  which,  with the passage of time or
giving of notice (or both) would  constitute a breach or default by Seller under
any such Contract, nor, to the best knowledge, information and belief of Seller,
are any of the other parties to such Contracts in breach of default  thereunder.
All Contracts (the "GOVERNMENT CONTRACTS") with federal, state, local or foreign
governmental   entities   or  any   subdivision   thereof   (the   "GOVERNMENTAL
Authorities")  have  been  performed  by  the  Seller  in  compliance  with  all
applicable statutes, rules, regulations,  orders, ordinances,  laws, decrees and
codes  of  Governmental   Authorities,   applicable  to  contracting  with  such
Governmental Authorities.

      SECTION 2.6  LITIGATION.  Except as set forth in Section 2.6 of the Seller
Disclosure Schedule, there is no action, suit, proceeding at law or in equity by
any  person  or  entity,  or any  arbitration  or any  administrative  or  other
proceeding  by or  before  or,  to the best of  Seller's  knowledge,  threatened
against or affecting  Seller nor has Seller received notice of or otherwise have
knowledge of any investigation by any governmental or other  instrumentality  or
agency  concerning  Seller or any of its  properties or rights which is or could
reasonably be expected to (i) adversely affect the right or ability of Seller to
carry on the Business as now  conducted;  (ii)  adversely  affect the condition,
whether financial or otherwise,  of the Business; or (iii) question the validity
of  this  Agreement  or any  of  Seller's  agreements  and  covenants  regarding
transactions contemplated hereby.

      SECTION 2.7 TAXES.  Seller has filed,  or prior to the Closing will timely
file,  within the times and within the manner  prescribed  by law,  all federal,
state and local tax returns,  information returns, forms, reports,  declarations
and all other tax reports and returns ("RETURNS") which are required to be filed
by it as of the Closing with respect to the Business or the Assets.  Each Return
is true,  correct and complete in all material respects and accurately  reflects
or will fully and accurately reflect all required and appropriate  liability for
taxes of Seller for the periods covered thereby, and no Return has been amended.
All Taxes  payable by or due from Seller  prior to the Closing Date with respect
to the Business  have been fully and timely paid and those Taxes with respect to
the Business  that are not due prior to the Closing Date are fully  provided for
in the books and records of Seller.  Seller is not currently  under audit by any
Taxing  Authority and has no  outstanding  agreements  or waivers  extending the
statutory  period  of  limitations  applicable  to  any  Return.  There  are  no
unresolved audit issues with respect to prior Returns, there are no requests for
rulings or  determinations  in respect of any Tax pending between the Seller and
any  Taxing  Authority,  and there are no  circumstances  or  pending  questions
relating to potential  Tax  liabilities  or claims  asserted for Taxes that,  if
adversely determined, could result in a Tax liability that would have an adverse
effect on Seller or the Assets for any period.  The provision  made for Taxes on
the Seller's most recent  unaudited  balance sheet is sufficient for the payment
of all Taxes,  whether or not  disputed at the date of the most  recent  balance
sheet,  and for all  years  and  periods  prior  thereto.  Since the date of the
Seller's most recent unaudited balance sheet,  Seller has not incurred any Taxes
other than taxes incurred in the ordinary course of business  consistent in type
and amount with past practices of Seller.


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<PAGE>

      SECTION 2.8 INVENTORY.  Except for the Inventory of Seller or as stated in
Section 2.8 of the Seller Disclosure Schedule,  the Inventory of Seller has been
acquired and  maintained  by Seller in the  ordinary  course of the Business and
consists of a quality and quantity useable or saleable in the ordinary course of
the  Business,  has a commercial  value at least equal to the value shown on the
Seller's most recent  unaudited  balance sheet and is valued in accordance  with
GAAP at the lower of cost (on a FIFO  basis) or  market.  Except as set forth in
Section 2.8 of the Seller Disclosure Schedule, all Inventory is located at 3 San
Juan Ranch Road, Santa Fe, New Mexico.

      SECTION 2.9 BROKER'S OR FINDER'S FEES. Seller has not used the services of
a broker in connection with the  consummation of the  transactions  contemplated
hereby.  To the extent that any broker is or will be entitled to any  commission
or fee,  Seller shall be responsible  for payment of such  commission or fee and
such  commission  or fee shall not be deemed to be an account  payable of Seller
assumed by Purchaser at the Closing.

      SECTION 2.10 COMPLIANCE WITH LAWS. Seller has not received any notice from
any  governmental  entity asserting a violation by Seller of, or ordering Seller
to comply with, any laws,  regulations,  or governmental  pronouncements  of any
type,  and  there  are  not  pending  any  claims  or,  to  Seller's  knowledge,
investigations involving asserted violations thereof. Seller is in compliance in
all  material  respects  with  all  applicable  statutes,   rules,  regulations,
ordinances,  orders, judgments,  decrees and governmental pronouncements of each
and every  jurisdiction  applicable  to Seller and has acquired all licenses and
permits required for the operation of the Business. A complete and accurate list
of all such  licenses  and  permits is set forth on  Section  2.10 of the Seller
Disclosure Schedule.

      SECTION 2.11 DISCLOSURE.  There is no matter known to Seller not disclosed
to Purchaser  which may have, or is having,  an adverse  effect  Material to the
Business of Seller.  The  information  contained in the  Exhibits and  Schedules
attached  and to be  attached  to  this  Agreement  and in all  other  documents
delivered  and to be  delivered  hereunder by Seller to Purchaser is and will be
complete  and  accurate  and,  subject  to the  qualifications  and  limitations
identified in this Agreement and its related  exhibits,  schedules,  disclosures
and  disclaimers,  no  representation  or warranty  made or to be made herein or
therein contains or will contain an untrue statement of a material fact or omits
or will omit to state a  material  fact  necessary  to make the  representations
contained herein or therein not misleading.

      SECTION 2.12 INTELLECTUAL PROPERTY.  Section 2.12 of the Seller Disclosure
Schedule  contains a true and  complete  list of all  Intellectual  Property  of
Seller.  The  Intellectual  Property  is owned by  Seller  free and clear of all
liens,  claims,  restrictions  and  encumbrances of any nature  whatsoever,  and
Seller has the exclusive right to use the Intellectual Property in the operation
of its business without payment to a third party. Except as set forth in Section
2.12(a) of the Seller Disclosure Schedule, no Intellectual Property infringes or
is  infringed  upon  by any  rights  of  third  parties  or is  involved  in any
opposition,  invalidation or cancellation  action. The Intellectual  Property is
sufficient  for the  operation  of  Seller's  business as  currently  conducted.
Complete  and  correct  copies  of  any  and  all  license  agreements  for  the
Intellectual  Property  have been  delivered to  Purchaser.  All of such license
agreements  are valid and binding,  in full force and effect and  enforceable in
accordance  with  their  respective  terms.   Neither  Seller  nor  to  Seller's
knowledge,  any other party thereto is in violation of any of the terms of or in
default under any such license  agreements,  nor has there occurred any event or
condition which,  with the passage of time or giving of notice (or both),  would
constitute  a violation  or default by Seller,  nor to Seller's  knowledge,  any
other party thereunder.


                                       7
<PAGE>

      SECTION 2.13 INVESTMENT

            .  Seller  (i)  understands  that the  shares  of IST  Common  Stock
comprising the Purchase Price have not been, and shall not be,  registered under
the Securities Act or under any state securities laws, and are being offered and
sold in  reliance  upon  federal  and  state  exemptions  for  transactions  not
involving any public offering,  (ii) is acquiring the shares of IST Common Stock
comprising  the  Purchase  Price  solely  for its  own  account  for  investment
purposes,  and  not  with  a  view  to  the  distribution  thereof,  (iii)  is a
sophisticated  investor with  knowledge and experience in business and financial
matters,  (iv) has received certain information  concerning Purchaser and NewSub
and has had the  opportunity  to  obtain  additional  information  and ask  such
questions as desired in order to evaluate  the merits and the risks  inherent in
holding  shares of common stock of  Purchaser,  (v) is able to bear the economic
risk and lack of  liquidity  inherent  in  holding  shares  of  common  stock of
Purchaser,  and (vi) is an Accredited  Investor.  "Accredited  Investor" has the
meaning set forth in Regulation D promulgated  under the Securities Act of 1933,
as amended (the "ACT").

                                  ARTICLE III

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

      SECTION 3.1 REPRESENTATIONS AND WARRANTIES OF PURCHASER.  Purchaser hereby
represents  and warrants to Seller that the following are true and correct as of
the date first  written  above and shall be true and correct on the Closing Date
and shall be unaffected  by any  investigation  heretofore or hereafter  made by
Seller other than as specifically disclosed in the Disclosure Schedule delivered
to Seller at the time of execution of this Agreement.

      SECTION 3.2  ORGANIZATION  AND GOOD  STANDING.  Purchaser is a corporation
duly  organized,  validly  existing  and  in  good  standing  in  the  State  of
California.  New Sub is a corporation  duly organized,  validly  existing and in
good standing in the State of Delaware.

      SECTION 3.3 CORPORATE  AUTHORITY.  Purchaser has full corporate  power and
authority  to execute,  deliver and  perform all of its  obligations  under this
Agreement and the other  agreements  to be executed,  delivered and performed by
Purchaser hereunder;  the execution,  delivery and performance of this Agreement
has been duly  authorized  and  approved  by all  required  corporate  action of
Purchaser;  and this Agreement has been duly and validly  executed and delivered
by  Purchaser  and  constitutes  a valid and binding  obligation  of  Purchaser,
enforceable  against  Purchaser  in  accordance  with  its  terms,   subject  to
bankruptcy,  insolvency,  fraudulent  conveyance,  moratorium  and similar  laws
affecting creditors' rights and general equity principles.

      SECTION 3.4 NO CONFLICT; AUTHORIZATION. Neither the execution and delivery
of this Agreement nor the consummation or performance of any of the transactions
contemplated  hereby will violate or conflict with any provision of the Articles
of  Incorporation  or Bylaws of  Purchaser  or any  statute,  regulation,  rule,


                                       8
<PAGE>

injunction,  judgment, order, decree, ruling, charge or other restriction of any
government, governmental agency or court to which Purchaser or any of its assets
or properties is subject or any material  contract or agreement to which it is a
party. No authorization,  consent or approval of any public body or authority or
any third party is necessary to permit the consummation on the part of Purchaser
of the transactions contemplated by this Agreement.

      SECTION 3.5  LITIGATION.  There is no action,  claim,  suit or  proceeding
pending,  or to  Purchaser's  knowledge  threatened,  by or against or affecting
Purchaser in connection  with or relating to the  transactions  contemplated  by
this  Agreement or of any action taken or to be taken in connection  herewith or
the consummation of the transactions contemplated hereby.

      SECTION 3.6 BROKER'S OR FINDER'S  FEES. No agent,  broker,  person or firm
acting  on behalf of  Purchaser  is or will be  entitled  to any  commission  or
broker's  or  finder's  fees from any of the  parties  hereto or from any person
controlling,  controlled  by or under  common  control  with any of the  parties
hereto, in connection with any of the transactions contemplated herein.

                                   ARTICLE IV

                      CONDITIONS TO PURCHASER'S OBLIGATIONS

      SECTION 4.1 CONDITIONS TO PURCHASER'S OBLIGATIONS.  Purchaser's obligation
to purchase and acquire the Purchased Assets and take the other actions required
to be taken by Purchaser at the Closing is subject to the  conditions  set forth
in this  Article  IV,  unless  any such  condition  shall  have  been  waived by
Purchaser in its sole discretion in writing.

      SECTION 4.2 TRANSFER  DOCUMENTS.  Seller shall have delivered to Purchaser
bills  of  sale,  assignments,  certificates  of  title  and  other  appropriate
documents  of  transfer,  and any other  documents  required  hereby in form and
substance reasonably satisfactory to Purchaser transferring the Purchased Assets
to  Purchaser.  Purchaser's  counsel shall have received true copies of all such
documents at or prior to the Closing.

      SECTION 4.3 NO LITIGATION  THREATENED.  No action or proceeding shall have
been  instituted or, to the best  knowledge,  information  and belief of Seller,
shall have been  threatened  before a court or other  government  body or by any
public  authority to restrain or prohibit any of the  transactions  contemplated
hereby or which would have a material adverse effect on the Business.

      SECTION 4.4 APPROVALS  AND CONSENTS.  Consents of the third parties to the
assignment to Purchaser of all Contracts set forth on Schedule  1.1(b),  and all
other  governmental  consents  and  approvals,  if any,  necessary to permit the
consummation of the transactions  contemplated by this Agreement shall have been
received by Purchaser in a form and substance acceptable to Purchaser.

      SECTION  4.5 ABSENCE OF LIENS.  There  shall be no Liens on the  Purchased
Assets except for Liens for current taxes not yet due and payable and except for
Liens  securing the payment of any of the Assumed  Liabilities  or which will be
released  upon  payments  to  Seller's  creditors  pursuant  to  payoff  letters
delivered to  Purchaser  and its counsel not less than one business day prior to
Closing.


                                       9
<PAGE>

      SECTION 4.6 MATERIAL ADVERSE CHANGES.  There shall not have occurred after
the date hereof,  from and to the Closing,  any events,  facts or  circumstances
which   individually   or  together  with  all  such  other  events,   facts  or
circumstances  have had or which  could have an adverse  effect  Material to the
Business.

      SECTION 4.7 DUE DILIGENCE;  SCHEDULES.  Purchaser  shall have completed to
its  sole   satisfaction  its  business,   financial  and  legal  due  diligence
investigation   of  Seller  and  shall  have  found,  in  the  Purchaser's  sole
discretion, the Seller's prospects,  business,  operations, assets, commitments,
rights and liabilities to be satisfactory.

      SECTION 4.8  EMPLOYMENT  AGREEMENT.  Doug Single and Purchaser  shall have
entered into an employment  agreement with Purchaser,  substantially in the form
of Exhibit "B" hereto,  under which Doug Single will serve as Vice  President of
Business Development of IST and President of Purchaser.

      SECTION  4.9  NON-FOREIGN  AFFIDAVIT.   Seller  shall  have  furnished  to
Purchaser an affidavit,  in form reasonably satisfactory to Purchaser, of Seller
stating under penalty of perjury Seller's United States taxpayer  identification
number and that  Seller is not a foreign  person  within the  meaning of Section
1445(b)(2) of the Code, and containing all such other information as is required
to comply with the requirements of such Section.

      SECTION  4.10 BANK  ACCOUNTS.  Except for the bank account  designated  by
Seller to receive the  purchase  price  hereunder,  which shall have been opened
since the date  hereof  and shall  not have  been  used in  connection  with the
Business, Seller shall have transferred and assigned to Purchaser,  effective as
of the  Closing  Date,  (A) all  accounts  listed on  Section  2.3 of the Seller
Disclosure  Schedule,  whether  or not  such  accounts  are  held in the name of
Seller,  and (B) any power of attorney from Seller with respect to such accounts
to Purchaser.

      SECTION  4.11 BILL OF SALE.  Seller shall have  executed and  delivered to
Purchaser a Bill of Sale substantially in the form of Exhibit "D" hereto.

      SECTION 4.12 OTHER DOCUMENTS.  Seller and Stockholder shall have delivered
all other  documents,  instruments  or writings  required to be delivered to the
Purchaser at or prior to the Closing  pursuant to this  Agreement and such other
certificates of authority and documents as the Purchaser may reasonably  request
in form and  substance  reasonably  satisfactory  to Purchaser  and  Purchaser's
counsel.

                                    ARTICLE V

                       CONDITIONS TO SELLER'S OBLIGATIONS

      SECTION 5.1  CONDITIONS TO SELLER'S  OBLIGATIONS.  Seller's  obligation to
sell and assign the Purchased  Assets and take the other actions  required to be
taken by Seller at the  Closing  are  subject to receipt by Seller of all of the
documents  required to be delivered by Purchaser  pursuant to this Article V and
compliance by Purchaser with the following conditions, unless any such condition
shall have been waived in writing by Sellers in its sole discretion.


                                       10
<PAGE>

      SECTION 5.2 NO LITIGATION  THREATENED.  No action or proceeding shall have
been instituted or, to the best knowledge,  information and belief of Purchaser,
shall have been  threatened  before a court or other  government  body or by any
public  authority to restrain or prohibit any of the  transactions  contemplated
hereby.

                                   ARTICLE VI

                                    COVENANTS

      SECTION 6.1 FURTHER ASSURANCES.  From time to time after the Closing, each
of the parties shall execute and deliver such documents,  further instruments of
sale,  transfer,  assignment and delivery and other papers and take such further
actions as may be reasonably  required or desirable to carry out the  provisions
hereof  and the  transactions  contemplated  by this  Agreement,  including  the
transfer,  assignment  and delivery of the  Purchased  Assets to the  Purchaser.
Without limiting the generality of the foregoing,  the Seller shall take any and
all action necessary to ensure that the New Sub has good and marketable title to
all property and assets,  tangible and intangible,  and all leases, licenses and
other agreements,  which are necessary to permit the New Sub to carry on, or are
currently  used or held for use in,  the  business  of the  Seller as  presently
conducted.

      SECTION  6.2  DISCLOSURE.  Neither  Seller,  Purchaser,  nor any of  their
respective employees, agents or representatives shall make any public disclosure
or announcement concerning the transactions provided for herein other than (i) a
joint press  release in agreed form  issued by  Purchaser  and Seller if, in the
opinion of counsel  for  Purchaser,  such public  disclosure  is required by the
Securities  and Exchange  Commission  or OTC Bulletin  Board,  or (ii) any other
disclosures or announcements  required, in the good faith judgment of Purchaser,
to be made by law.  As to any such  disclosures  required by law a copy shall be
provided  to  all  parties  at  least  five  (5)  business  days  prior  to  the
dissemination thereof by a party.

      SECTION 6.3 TAX MATTERS.

            (a) Seller and  Purchaser  agree to furnish or cause to be furnished
to each  other,  upon  request,  as  promptly as  reasonably  practicable,  such
information and assistance  (including  access to books and records) relating to
the  Business  or the  Purchased  Assets  as is  reasonably  necessary  for  the
preparation  of any Tax return or claim for refund,  the making of any  election
relating to Taxes,  the preparation for any audit and the prosecution or defense
of any claim, suit or proceeding relating to any Tax. Seller and Purchaser agree
to (i) retain all books and records with respect to Tax matters  concerning  the
Business and any taxable period  beginning  before the Closing Date for a period
of at least six years  following the Closing Date and, at the end of such,  give
each  other at  least  ten  days'  prior  written  notice  before  transferring,
destroying or  discarding  any such books and records and, if the other party so
requests,  allow the other party to take  possession  of such books and records.
Seller and Purchaser shall cooperate with each other in the conduct of any audit
or other proceeding relating to taxes involving the Assets or the Business.


                                       11
<PAGE>

            (b) Any Taxes of  whatsoever  kind or nature which may be payable in
connection with the sale of the Purchased  Assets to be transferred to Purchaser
hereunder ("TRANSFER TAX"), shall be borne solely by Seller who shall certify to
Purchaser  that all such  Taxes  have  been  paid  and hold  Purchaser  harmless
therefrom. Seller and Purchaser shall cooperate in providing each other with any
appropriate resale exemption certifications and other similar documentation. The
party that is required by applicable law to make the filings, reports or returns
with respect to any  applicable  Transfer Taxes shall do so, and the other party
shall cooperate with respect thereto as necessary.

      SECTION 6.4 NON-COMPETITION;  NON-SOLICITATION.  Without the express prior
written  consent of Purchaser  and New Sub,  Seller shall not at any time during
the  three-year  period  immediately  following  the Closing  Date, on their own
behalf  or on  behalf  of or for  the  benefit  of any  Competing  Business  (as
hereinafter defined), do any of the following:

            (a) establish,  acquire or engage in any Competing  Business  within
the United States or its territories; or

            (b) directly or indirectly, solicit, contact, call upon, communicate
with or  attempt  to  communicate  with any  customer  or  prospect  of  Seller,
Purchaser  or New Sub or any  representative  of any  customer  or  prospect  of
Seller,  Purchaser or New Sub,  with a view to selling or providing any product,
equipment  or service  similar to that sold,  provided or under  development  by
Purchaser, Seller or New Sub (except as an employee of Purchaser or New Sub); or

            (c) directly or indirectly,  solicit,  entice,  or attempt to do the
same to, any employee of Purchaser or New Sub or provide  information  about any
employee of  Purchaser  or New Sub to others for the purpose of  soliciting  any
such employee to leave his/her  employment with Purchaser or New Sub to work for
any Competing Business.

      For  purposes  of this  Agreement,  "COMPETING  BUSINESS"  shall  mean any
business or enterprise, however conducted or organized, whether by Seller, or by
others,  which is the same or  essentially  the same as, or which  performs  any
substantial  part of the business of Purchaser,  New Sub or Seller.  The parties
acknowledge  and agree that  Purchaser,  New Sub and Seller are  involved in the
business of researching  and  developing,  creating,  designing,  manufacturing,
marketing, distributing and selling Student Athlete, Summer Camp, and Collegiate
Preparatory  manuals,  information,  guidelines,  seminar  production  services,
software, and related products.

      Seller shall not use the name "Get in the Game" or any derivative  thereof
in any Competing Business.

      SECTION 6.5 CONFIDENTIALITY.  Each of Seller,  Purchaser and New Sub agree
to treat as  confidential  and as a trade secret  pursuant to and in  accordance
with the Uniform  Trade  Secrets Act (Florida  Statutes 688, as amended) any and
all business  information of the other party in its possession,  in each case by
using the same degree of care as is used for its own trade secrets,  but no less
than  a  reasonable   standard  of  care,  to  prevent  the  unauthorized   use,
dissemination,  misappropriation  or disclosure of such trade  secrets.  Neither
party may  misappropriate  the  business  information  of the other party in its
possession.  For purposes hereof, "trade secrets" shall include all supplier and
customer  lists  and  files,  techniques,   processes,  know  how,  advertising,
distribution  and sales  methods,  sales and profit  figures,  budgets,  capital
spending plans,  acquisition and divestiture  plans,  marketing data,  financial
information,  employee lists, real property  information  (leasing or otherwise)
and the like.


                                       12
<PAGE>

      SECTION 6.6 SALES AND USE TAXES.  Seller will provide Purchaser with proof
of filing of all sales  and/or use taxes for the last  three  years and proof of
payment of the tax shown to be due thereon.  For the reporting  period ending on
the Closing  Date,  Seller will file the sales and use tax returns for the sales
and purchases at the Premises for such period on or before the due date and will
provide  Purchaser with copies of such returns and proof of payment of the taxes
due thereon.

      SECTION  6.7  CONSENT OF  SELLER.  Seller  will  provide,  at  Purchaser's
expense, all consents necessary in order for Purchaser to comply with any filing
requirements  of  Purchaser  pursuant  to  the  rules  and  regulations  of  the
Securities and Exchange Commission and OTC Bulletin Board.

      SECTION 6.8 IST COMMON STOCK. Seller and Stockholder  acknowledge that the
certificates  representing  shares of IST Common Stock  comprising  the Purchase
Price shall be imprinted with a legend substantially in the following form:

      THE  SECURITIES  EVIDENCED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
      UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE  "ACT"),  OR THE
      SECURITIES  LAWS OF ANY  STATE,  AND  HAVE  BEEN  ISSUED  IN  RELIANCE  ON
      EXEMPTIONS, FROM REGISTRATION THEREUNDER. THE SECURITIES EVIDENCED BY THIS
      CERTIFICATE  MAY NOT BE OFFERED,  SOLD,  PLEDGED OR OTHERWISE  TRANSFERRED
      WITHOUT   REGISTRATION  UNDER  THE  ACT  OR  UNDER  ANY  APPLICABLE  STATE
      SECURITIES  LAWS,  UNLESS THE  CORPORATION  RECEIVES AN OPINION OF COUNSEL
      SATISFACTORY TO THE CORPORATION  THAT AN EXEMPTION FROM SUCH  REGISTRATION
      IS AVAILABLE.

If  Seller  desires  to  transfer  any of the  shares  of  common  stock  of IST
comprising  the Purchase  Price,  Seller must furnish  Purchaser  with a written
opinion   satisfactory   to  Purchaser  in  form  and  substance   from  counsel
satisfactory  to Purchaser by reason of experience to the effect that the holder
may transfer such shares as desired  without  registration  under the Securities
Act.


                                       13
<PAGE>

                                  ARTICLE VII

                              INTENTIONALLY OMITTED

                                  ARTICLE VIII

           SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

      SECTION 8.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

            (a)  The  representations  and  warranties  of the  Seller  in  this
Agreement or any document  delivered  pursuant  hereto shall survive the Closing
for a period  beginning on the Closing Date and ending on the third  anniversary
of the Closing Date and shall  terminate and be of no further force or effect as
of  the  day  after  such  date  (the  "EXPIRATION   DATE"),   except  that  the
representations and warranties in Sections 2.4 shall survive the Closing forever
and shall not terminate.

            (b) The covenants and agreements of the Seller and Purchaser in this
Agreement or any document  delivered  pursuant thereto shall survive the Closing
and shall be fully effective and  enforceable for the periods therein  indicated
or where not indicated forever.

      SECTION 8.2 SELLER'S OBLIGATION TO INDEMNIFY.

            (a)  Subsequent  to the  Closing,  Seller shall  indemnify  and hold
harmless the Purchaser  and New Sub and their  respective  directors,  officers,
employees, agents, affiliates and assigns, other than any Seller, (collectively,
the "PURCHASER  INDEMNIFIED PERSONS") from and against all losses,  liabilities,
damages,  deficiencies,  costs or expenses,  including  interest  and  penalties
imposed or  assessed  by any  judicial  or  administrative  body and  reasonable
attorneys' fees,  whether or not arising out of third-party claims and including
all  amounts  paid in  investigation,  defense or  settlement  of the  foregoing
(collectively,  "LOSSES")  suffered  or incurred  by any  Purchaser  Indemnified
Person based upon,  arising out of or otherwise in respect of (i) any inaccuracy
in or breach of (without regard to any knowledge, dollar threshold,  materiality
or Material Adverse Effect qualifications  contained therein) any representation
or  warranty  of the  Seller  in this  Agreement  or in any  document  delivered
pursuant  hereto,  (ii) any breach of (without  regard to any knowledge,  dollar
threshold,  materiality  or Material  Adverse  Effect  qualifications  contained
therein) any  covenant or  agreement  of the Seller in this  Agreement or in any
document delivered  pursuant hereto;  provided that in determining the amount of
any Loss suffered or incurred by any  Purchaser  Indemnified  Person  hereunder,
such Loss shall be reduced by the economic benefit to any Purchaser  Indemnified
Person, if any, occurring or reasonably anticipated to occur from any applicable
insurance  coverage and the benefits actually received under federal,  state and
local Tax laws then applicable and the allowance of an appropriate  discount for
timing factors.

            (b) No  indemnification  shall be payable pursuant to Section 8.2(a)
with respect to any  inaccuracy or breach of any  representation  or warranty or
breach of any covenant or agreement after termination thereof in accordance with
Section  8.1,  except  with  respect to claims  made  prior to such  termination
pursuant to Section 8.7 but not then resolved  (such  representation,  warranty,
covenant or agreement  surviving with respect to such claim until  resolution of
such claim).


                                       14
<PAGE>

      SECTION 8.3 LIMITATIONS ON SELLER'S  INDEMNIFICATION.  Notwithstanding any
provision of this Agreement to the contrary:

            (a) The limitations of Sections 8.2(b) and 8.3(b) shall not apply in
the case of a  fraudulent  or  intentional  misrepresentation  or  breach by the
Seller.

            (b) The Seller shall have no  obligation  to indemnify any Purchaser
Indemnified  Person pursuant to Section 8.2(a) until the aggregate amount of the
Losses subject thereto exceed $5,000.00 (the "DEDUCTIBLE AMOUNT"),  after which,
subject to the next sentence of this section, the obligation of the Seller shall
be to indemnify  the  Purchaser  Indemnified  Persons to the full extent of such
Losses in excess of the Deductible Amount.  Subject to the provisions of Section
8.3(a), the  indemnification  obligations under this Section 8.3(b) and shall be
the sole and exclusive remedy of the Purchaser  Indemnified Persons with respect
to any Losses incurred by any Purchaser  Indemnified  Persons  relating to or in
connection  with  the  transactions  contemplated  by  this  Agreement  and  the
aggregate liability of the Seller for indemnification hereunder shall be limited
to the sum of the Purchase Price (the  "APPLICABLE  CAP"). (c) Each party hereto
shall use all reasonable efforts to mitigate the amount of any Loss.

      SECTION 8.4 SURVIVAL OF PURCHASER OBLIGATIONS.

            (a) The  representations  and  warranties  of the  Purchaser in this
Agreement or any document  delivered  pursuant  hereto shall survive the Closing
for a period beginning on the Closing Date and ending on the Expiration Date and
shall  terminate  and be of no further  force or effect as of such date,  except
that the representations and warranties in Section 3.2 shall survive the Closing
forever and shall not terminate.

            (b) The covenants and  agreements of the Purchaser in this Agreement
or any document delivered pursuant hereto shall survive the Closing and shall be
fully effective and  enforceable for the periods therein  indicated or where not
indicated,  for the periods  ending upon the  expiration  of the last statute of
limitations  applicable  to  any  claim  arising  under  any  such  covenant  or
agreement.

      SECTION 8.5 PURCHASER OBLIGATION TO INDEMNIFY.

            (a)  Subsequent to the Closing,  the Purchaser  shall  indemnify and
hold harmless the Seller from and against all Losses suffered or incurred by any
Seller or Stockholder based upon,  arising out of or otherwise in respect of (i)
any inaccuracy in or breach of any  representation  or warranty of the Purchaser
in this Agreement or any document  delivered  pursuant hereto or (ii) any breach
of any covenant or agreement of the Purchaser in this  Agreement or any document
delivered  pursuant hereto;  provided that in determining the amount of any Loss
suffered  or  incurred  by Seller  hereunder,  such Loss shall be reduced by the
economic benefit to Seller, if any, occurring or reasonably anticipated to occur
from any applicable  insurance coverage and the benefits actually received under
federal,  state  and  local Tax laws then  applicable  and the  allowance  of an
appropriate discount for timing factors.


                                       15
<PAGE>

            (b) No  indemnification  shall be payable pursuant to Section 8.5(a)
with respect to any  inaccuracy or breach of any  representation  or warranty or
breach of any covenant or agreement after termination thereof in accordance with
Section  8.4,  except  with  respect to claims  made  prior to such  termination
pursuant to Section 8.7 but not then resolved  (such  representation,  warranty,
covenant or agreement  surviving with respect to such claim until  resolution of
such claim).

      SECTION 8.6 LIMITATIONS ON PURCHASER INDEMNIFICATION.

            (a) The limitations of Sections 8.5(b) and 8.6(b) shall not apply in
the case of a  fraudulent  or  intentional  misrepresentation  or  breach by the
Purchaser.

            (b) The  Purchaser  shall have no obligation to indemnify the Seller
pursuant to Section  8.5(a)  until the  aggregate  amount of the Losses  subject
thereto  exceed the  Deductible  Amount,  after which,  subject to the following
sentence,  the  obligation of the Purchaser  shall be to indemnify the Seller to
the full extent of such Losses in excess of the  Deductible  Amount.  Subject to
the  provisions  of  Section  8.6(a),  the  indemnification  obligations  of the
Purchaser  under this Section  8.6(b) shall be the sole and exclusive  remedy of
the Seller with respect to any Losses  incurred by any Seller  relating to or in
connection  with  the  transactions  contemplated  by  this  Agreement  and  the
aggregate  liability of the Purchaser  for  indemnification  hereunder  shall be
limited to the Applicable Cap; provided, however, that nothing contained in this
Section 8.6(b) shall limit the Purchaser's  obligation to pay the Purchase Price
pursuant to Section 1.1.

      SECTION 8.7 PROCEDURES RELATING TO INDEMNIFICATION.

            (a) An  indemnified  Person  under  Sections  8.2(a) or 8.5(a)  (the
"Indemnified  Party") shall give prompt written notice to the indemnifying party
(the  "Indemnifying  Party") of any Loss in  respect  of which such  Indemnified
Party is seeking indemnification under Sections 8.2(a) or 8.5(a),  specifying in
reasonable  detail the  nature of such Loss,  the  section or  sections  of this
Agreement to which the Loss relates, and the amount of such Loss (or if not then
determinable,  its best  estimate of the amount of such  Loss).  Any such notice
given  by any  Indemnified  Party  under  Section  8.7(a)  shall be given to the
Seller.

            (b) With respect to any Loss, the  Indemnifying  Party shall have 30
business  days from  receipt of notice from the  Indemnified  Party of such Loss
within  which to respond  thereto.  If the  Indemnifying  Party does not respond
within such 30 business day period,  the  Indemnifying  Party shall be deemed to
have accepted  responsibility to make payment and shall have no further right to
contest the validity of such Loss.

            (c) The Indemnifying  Party shall promptly pay the Indemnified Party
any amount due under this Article  VIII,  which payment may be  accomplished  in
whole or in part, at the option of the  Indemnified  Party,  by the  Indemnified
Party setting off any amount owed to the  Indemnifying  Party by the Indemnified
Party.


                                       16
<PAGE>

      SECTION 8.8  CHARACTERIZATION  OF INDEMNIFICATION  PAYMENTS.  Any payments
made  pursuant to Article  VIII of this  Agreement  shall be treated for all Tax
purposes as adjustments to the  consideration  to be paid hereunder and no party
or any of its  Affiliates  shall  take any  position  on a Tax  Return or in any
proceeding  with  any  taxing  authority  contrary  to  such  treatment,  unless
otherwise required by law.

                                   ARTICLE IX

                                  MISCELLANEOUS

      SECTION 9.1 CERTAIN DEFINITIONS.  As used in this Agreement, the following
terms shall have the following meanings unless the context otherwise requires.

            (a) "Affiliate"  means any Person who controls,  is controlled by or
is under common control with Seller,  Stockholder or Purchaser,  as the case may
be.

            (b) "Code" means the Internal Revenue Code of 1986, as amended.

            (c) "GAAP" means generally accepted  accounting  principles utilized
in the United States of America, consistently applied.

            (d) "Knowledge,"  "Information"  or "Belief" means,  with respect to
Seller or Purchaser, the actual knowledge of their respective executive officers
after they have made due and  diligent  inquiry as to the  matters  that are the
subject of such representations and warranties.

            (e)  "Material  to the  Business"  means  material to the  business,
assets, properties, operations, results of operations, or financial condition of
Seller, taken as a whole.

            (f)  "Ordinary  Course of  Business"  means the  conduct of Seller's
business and operations in the ordinary course in a manner  consistent with past
custom and practices.

            (g) "Person" shall mean and include an individual, a partnership,  a
joint  venture,  a  corporation,  a  limited  liability  company,  a  trust,  an
unincorporated organization, a government, and any other legal entity.

            (h) "Tax" means (i) any net income,  alternative  or add-on  minimum
tax,  gross  income,  gross  receipts,  sales,  use,  ad valorem,  value  added,
transfer, franchise,  profits, license,  registration,  recording,  documentary,
conveyancing,  gains,  withholding on amounts paid to or by the Seller, payroll,
employment,   excise,   severance,   stamp,   occupation,   premium,   property,
environmental or windfall profit tax, custom duty or other tax, governmental fee
or other like  assessment  or charge of any kind  whatsoever,  together with any
interest,  penalty,  addition  to  tax  or  additional  amount  imposed  by  any
governmental  authority or (ii)  liability for the payment of any amounts of the
type described in (i) as a result of being party to any agreement or any express
or implied obligation to indemnify any other Person.

            (i) "Taxing Authority" means any governmental  authority responsible
for the imposition of any Tax (domestic or foreign).


                                       17
<PAGE>

      SECTION 9.2 PROFESSIONAL EXPENSES. Seller, on the one hand, and Purchaser,
on the other hand, shall each pay all of its own professional  expenses relating
to  negotiating,  drafting  and closing the  transactions  contemplated  by this
Agreement,   including,  without  limitation,  the  fees  and  expenses  of  its
respective  counsel,  financial  advisers,  investment  bankers and accountants,
whether or not the transactions contemplated hereby are consummated.

      SECTION  9.3  GOVERNING  LAW.  This  Agreement  shall be  governed  by and
construed  and  enforced  in  accordance  with the laws of the State of  Florida
without giving effect to conflicts of laws principles.

      SECTION 9.4 JURISDICTION.  Any judicial  proceeding brought against any of
the parties to this  Agreement on any dispute  arising out of this  Agreement or
any matter  related  hereto  shall be brought in the  appropriate  courts of the
State of Florida or the United States  District Court for the Middle District of
Florida. By execution and delivery of the Agreement, each of the parties to this
Agreement consents to the exclusive jurisdiction of the aforesaid courts, waives
any  objection  to  venue  therein  and  irrevocably  agrees  to be bound by any
judgment rendered thereby in connection with this Agreement. Process in any such
proceeding may be served on any party hereto  anywhere.  The prevailing party in
any such  proceeding  shall be  entitled  to an  award of its  attorney's  fees,
paralegal fees,  costs and expenses  incurred at the trial and appellate  levels
and in any  proceedings  in  Bankruptcy  Court.  ANY RIGHT TO TRIAL BY JURY WITH
RESPECT TO ANY CLAIM OR PROCEEDING  RELATED TO OR ARISING OUT OF THIS  AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY IS WAIVED.

      SECTION 9.5 CAPTIONS. The Article and Section captions used herein are for
reference  purposes  only,  and  shall  not in any way  affect  the  meaning  or
interpretation of this Agreement.

      SECTION  9.6  NOTICES.  Any  notice or other  communications  required  or
permitted  hereunder shall be sufficiently  given if delivered in person or sent
by express mail or by registered or certified mail,  postage prepaid,  addressed
as follows:

      (i)   If to Seller:

            Douglas W. Single
            3 San Juan Ranch Road
            Sante Fe, NM 87506

            with a copy to:
            ________________________________
            ________________________________
            ________________________________

            Attention:


                                       18
<PAGE>

      (ii)  If to Purchaser or New Sub:

            Innovative Software Technologies, Inc.
            100 North Tampa Street
            Suite 2410
            Tampa, Florida 33602
            Attention: Christopher J. Floyd, Chief Financial Officer

            with a copy to:

            Foley & Lardner LLP
            100 North Tampa Street
            Suite 2700
            Tampa, Florida 33602
            Attention: Curt Creely, Esquire

or such  other  address  as shall be  furnished  in writing by any such party in
accordance  with this  Section 9.6,  and such notice or  communication  shall be
deemed to have been given as of the date so personally  delivered or received by
mail.

      SECTION 9.7 PARTIES IN INTEREST.  This  Agreement may not be  transferred,
assigned,  pledged or hypothecated by any party hereto,  other than by operation
of law. This  Agreement  shall be binding upon and shall inure to the benefit of
the  parties  hereto  and their  respective  heirs,  executors,  administrators,
successors and permitted  assigns.  This Agreement and all of its provisions and
conditions  are for the  sole  and  exclusive  benefit  of the  parties  to this
Agreement.  Nothing  expressed  or  referred  to herein is  intended or shall be
construed to give any other person any legal or equitable right, remedy or claim
hereunder.

      SECTION 9.8  COUNTERPARTS.  This  Agreement may be executed in one or more
counterparts, each of which shall be an original and all of which taken together
shall constitute one instrument.

      SECTION 9.9 ENTIRE  AGREEMENT.  This  Agreement,  including the Schedules,
certificates  and other  documents  referred to herein which form a part hereof,
contains  the entire  understanding  of the parties  hereto with  respect to the
subject matter contained herein and therein. This Agreement supersedes all prior
agreements and understandings (oral or written) between the parties with respect
to such subject matter.  The parties hereto  acknowledge and agree that the only
representations  and  warranties  made by the  parties  in  connection  with the
transactions  contemplated  hereby are those  expressly  made in writing  herein
(including  the exhibits and  schedules  hereto and the  certificates  and other
agreements  delivered  in  accordance  herewith).  No  oral  representations  or
warranties have been made or implied by any party hereto.

      SECTION 9.10 AMENDMENTS; WAIVERS. This Agreement may only be amended by an
agreement in writing signed by Purchaser and Seller. Neither the failure nor any
delay by any party in exercising any right hereunder will operate as a waiver of
such right,  and no single or partial  exercise of any such right will  preclude
any other or further  exercise of such right or the exercise of any other right.
Waiver of the benefit of any provision of this  Agreement  must be in writing to
be effective. No due diligence investigation conducted by the representatives of
Purchaser   shall  be  deemed  to  constitute  a  waiver  by  Purchaser  of  any
representations,  warranties,  covenants or other obligations  contained in this
Agreement.


                                       19
<PAGE>

      SECTION 9.11  SEVERABILITY.  In case any provision in this Agreement shall
be  held  invalid,  illegal  or  unenforceable,   the  validity,   legality  and
enforceability  of the  remaining  provisions  hereof  will  not  in any  way be
affected  or  impaired   thereby.   Any  provision  held  invalid,   illegal  or
unenforceable  in part will  remain in full  force and  effect to the extent not
held invalid, illegal or unenforceable.

      SECTION 9.12 RULES OF CONSTRUCTION. The normal rules of construction which
require the terms of an  agreement  to be construed  most  strictly  against the
drafter  of  such  agreement  are  hereby  waived  since  each  party  has  been
represented by counsel in the drafting and negotiation of this Agreement.

      SECTION 9.13 RISK OF LOSS.  Risk of loss of, or damage or destruction  to,
the Purchased Assets shall be borne by Seller until the Closing. In the event of
damage or destruction to the Assets, Seller shall promptly notify Purchaser.  If
the  loss  of,  or  damage  or   destruction   to,  the   Purchased   Assets  is
inconsequential  and  immaterial,  and the  Purchaser is able to obtain the full
benefit of its bargain, the Purchaser shall not have the right to terminate this
Agreement.


                                       20
<PAGE>

      IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement
as of the date and year first above written.

"PURCHASER"                                      "SELLER"

INNOVATIVE SOFTWARE TECHNOLOGIES, INC.           DOUGLAS W. SINGLE


By: /s/ Peter M. Peterson                        By: /s/ Douglas W. Single
    ---------------------                            ---------------------
    Peter M. Peterson                                Douglas W. Single
    Chief Executive Officer                          Proprietor

"NEW SUB"

GET IN THE GAME, INC.


By:  /s/Christopher J. Floyd
     -----------------------
     Christopher J. Floyd
     Chief Financial Officer, Treasurer


                                       21
<PAGE>

                                 SCHEDULE 1.1(A)

                                    INVENTORY

All brochures,  literature,  packages,  seminar materials,  and other materials,
regardless of form or media (including electronic media),  relating to, used in,
or usable in the Business.
<PAGE>

                                 SCHEDULE 1.1(B)

                                    CONTRACTS


1.    Contract  with  A  Game  (Mark   Isenberg  and  Rick  Rhodes)  to  furnish
      "Student-Athlete  Survival Guide" and curriculum  updates,  a College Prep
      Notebook and a Play You A Game Poster.
<PAGE>

                            DISCLOSURE SCHEDULE 2.12

                              INTELLECTUAL PROPERTY

1.    A one-hour  introductory  seminar  given free to high school  students and
      their parents.

2.    A three-hour basic workshop for parents and freshman through senior (first
      semester) students.

3.    An advanced three-hour marketing and financial aid workshop.

4.    "Personal  Coaching" a one-on-one  program designed for students and their
      parents.

5.    A DVD presentation to sports camps,  clinics and conventions  during June,
      July and August.

6.    "Mental Edge Training" Coaches Manual.

7.    Program Leader Training Guide.
<PAGE>

                                    EXHIBIT A

                        DEBT TO BE ASSUMED IN TRANSACTION

                   CREDITOR                         PRINCIPAL
                   --------                         ---------
                   Frank Delehanty            $        30,000

                   Ruth Nelson                          5,000

                   Charles Single                      21,500

                   Jack Reed                           12,500

                   Robert Moore                        12,000

                   Doug Single                         60,000
                                              ---------------
                                              $       141,000
<PAGE>

                                    EXHIBIT B

                              EMPLOYMENT AGREEMENT

                                       FOR

                                   DOUG SINGLE


                                       2
<PAGE>

                                    EXHIBIT C

                                  BILL OF SALE


                                       3