Exhibit 2.6

"CATEGORY 5 TECHNOLOGIES,  INC. AGREES TO FURNISH  SUPPLEMENTALLY  A COPY OF ANY
OMITTED SCHEDULE TO THE SECURITIES AND EXCHANGE COMMISSION UPON REQUEST."




                        LLC MEMBERSHIP EXCHANGE AGREEMENT
                        ---------------------------------


         THIS LLC MEMBERSHIP  EXCHANGE  AGREEMENT (this "Agreement") is made and
entered into as of March 1, 2002 by and among Category 5  Technologies,  Inc., a
Nevada  corporation  ("Category 5"), Flash Ally,  LLC, a Utah limited  liability
company,  (the  "Company"),  and its  members  Tyler  Thompson  and Troy  Kearl,
individuals ("Sellers").


                                    RECITALS

         WHEREAS,  the Company owns software  that enables the automated  design
and creation of Web sites utilizing Macromedia's Flash technology ("FlashAlly"),
and the Company has secured all rights from Macromedia to incorporate Flash into
the software.

         WHEREAS,  Sellers own all of the  membership  interests of the Company;
and

         WHEREAS,  Sellers desire to exchange all of their membership  interests
in the Company,  which constitute all of the membership interests in the Company
(the  "Interests")  for shares of common  stock of  Category  5, and  Category 5
desires to issue shares of its common stock in exchange  for the  Interests,  on
the terms and conditions set forth herein.

         NOW, THEREFORE,  in consideration of the premises,  representations and
mutual   covenants   hereinafter   set  forth  and  other   good  and   valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, agree as follows:

                                   ARTICLE I
                 EXCHANGE OF LLC MEMBERSHIP INTERESTS AND SHARES

         1.1  Exchange.  Seller  hereby  agree to exchange,  sell,  transfer and
deliver to Category 5, and Category 5 hereby agrees to purchase and acquire from
Seller,  on the Closing  Date (as  hereinafter  defined)  all of the  membership
interests  (the  "Interests")  of  the  Company  free  from  any  charge,  lien,
encumbrance or adverse claim of any kind whatsoever.

         1.2  Consideration  for  Interests.  Category  5 shall  deliver  at the
Closing (as hereinafter  defined), in addition to the items set forth in Section
7.3, in exchange and as  consideration  for the  Interests,  stock  certificates
representing in the aggregate 2,000,000 shares of Category 5's Common Stock (the
"Category 5 Shares"),  par value $.001 per share. The Category 5 Shares shall be
delivered to Sellers as follows:

         (i)  Tranche  I Shares.  At the  Closing,  Category  shall  deliver  to
Sellers,  in exchange for all of the Interests,  500,000  Category 5 Shares (the
"Tranche I Shares").

         (ii) Tranche II Shares.  At the Closing,  Category 5 shall deliver to a
third-party  escrow agent (the "Escrow Agent")  satisfactory to both parties the
remaining 1,500,000 Category 5 Shares (the "Tranche II Shares"),  to be released


                                       1
<PAGE>

pursuant to the terms of an escrow agreement ("Escrow Agreement") among Category
5, the Company and Sellers in substantially  the form attached hereto as Exhibit
A. The Sellers  shall have voting  rights with  respect to the Tranche II shares
commencing  the Closing  Date.  The Tranche II Shares  shall  secure  Category 5
against undisclosed liabilities,  misrepresentations and breaches of warranties,
covenants  and  agreements,  and such  Tranche II Shares  shall be  released  to
Sellers as follows:

              (a) If,  during  or prior  to the end of the  twelve  (12)  months
         following  the Closing,  Category 5 and/or the Company  have  generated
         revenues from the sale and/or license of FlashAlly  outside of Category
         5's seminars  ("Non-Seminar  Sales")  equal to or exceeding $5 million,
         the Escrow  Agent  shall  release to Sellers  500,000 of the Tranche II
         Shares.

              (b) If,  during or prior to the end of the  eighteen  (18)  months
         following  the Closing,  Category 5 and/or the Company  have  generated
         revenues  from Non Category 5 Seminar  Sales equal to or exceeding  $10
         million,  the Escrow  Agent  shall  release  to  Sellers an  additional
         500,000 of the Tranche II Shares.

              (c) If, during or prior to the end of the twenty-four  (24) months
         following  the Closing,  Category 5 and/or the Company  have  generated
         revenues  from  Non-Category  5 Seminar Sales equal to or exceeding $15
         million,  the Escrow  Agent  shall  release to  Sellers  the  remaining
         500,000 of the Tranche II Shares.

         (iii) Royalty  Agreement.  At the Closing,  Category 5 shall deliver to
the Sellers a Royalty  Agreement (the "Royalty  Agreement") in substantially the
form  attached  hereto as Exhibit  B, which  shall  provide  for  payment to the
Sellers of a cash royalty as follows:

              (a) 75% of the net  income  generated  from the sale or license of
         FlashAlly  to or through  any of the  entities  set forth on Schedule 1
         attached hereto (the "Existing Leads"),  for a period of not fewer than
         12 months from the Closing.

              (b) If, at any time after 12 months,  the 15-day  average  closing
         price for Category 5 Common  Stock  equals or exceeds  $5.00 per share,
         then the royalty shall decrease to 50% of the net income generated from
         sales of FlashAlly to or through the Existing Leads.

              (c) If, at any time after 12 months,  the 15-day  average  closing
         price for Category 5 Common  Stock equals or exceeds  $10.00 per share,
         then the royalty shall decrease to 25% of the net income generated from
         sales of FlashAlly to or through the Existing Leads.

              (d) If, at any time after 12 months,  the 15-day  average  closing
         price for Category 5 Common  Stock equals or exceeds  $15.00 per share,
         then the royalty shall terminate.

              (e) Commencing at Closing, and continuing until the earlier of one
         year (12 months) from Closing or until the 15-day average closing price
         for  Category  5 Common  Stock  equals or  exceeds  $10.00  per  share,
         Category 5 shall pay to the  shareholders of Flash a royalty of $15 per
         person per year for sales of FlashAlly  through Category 5 or affiliate
         seminars.

                                       2
<PAGE>

         1.3  Delivery  of Shares.  At the  Closing,  Sellers  shall  deliver to
Category 5, in addition to those items set forth in Section 9.2, in exchange for
the Category 5 Shares, all of the membership interests in the Company, in a form
reasonably acceptable to Category 5, free from any charge, lien,  encumbrance or
adverse claim of any kind  whatsoever,  together with the minute books and stock
ledger of the Company.

         1.4 Legends.  The  certificates  evidencing the Category 5 Shares shall
bear the following legend and any legends required by any state securities laws:

         "THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT
         BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
         EFFECTIVE  REGISTRATION  STATEMENT  OR AN  EXEMPTION  UNDER THE ACT THE
         AVAILABILITY   OF  WHICH  IS  TO  BE   ESTABLISHED  TO  THE  REASONABLE
         SATISFACTION OF THE COMPANY."

                                   ARTICLE II
          REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE COMPANY

         The Company and each of the Sellers  jointly and severally  agree with,
and represent and warrant to Category 5 as follows:

         2.1 Corporate Existence,  Good Standing and Authority. The Company is a
limited liability company duly organized,  validly existing and in good standing
under the laws of the state of Utah. The Company has full power and authority to
carry on its business as now being  conducted  and is entitled to own,  lease or
operate the property and assets now owned, leased or operated by it. The Company
is  qualified  to do  business,  is in good  standing  and has all  required and
appropriate  licenses  in each  jurisdiction  in which its  failure to obtain or
maintain such qualification,  good standing or licensing (i) would, individually
or in the  aggregate,  have or  reasonably  could be expected to have a material
adverse  effect  on the  assets,  liabilities,  business,  financial  condition,
results  of  operations,  or  prospects  of the  Company  (a  "Material  Adverse
Effect"),  or  (ii)  would  result  in a  material  breach  of any of the  other
representations,  warranties  or  covenants  set  forth in this  Agreement.  The
Company has all requisite  corporate power and corporate authority to enter into
this  Agreement  all other  agreements  and documents  contemplated  hereby (the
"Ancillary  Agreements") and to consummate the transactions  contemplated hereby
and  thereby.  This  Agreement  has been,  and the  Ancillary  Agreements,  when
executed,  will be, duly  executed and  delivered by the Company and each of the
Sellers,  has  been  authorized  by all  necessary  action  of the  Company  and
constitutes a legal, valid and binding obligation of the Company and each of the
Sellers,  enforceable  against the Company and each of the Sellers in accordance
with its terms, except as enforcement may be limited by equitable  principles or
bankruptcy, insolvency,  reorganization,  moratorium or similar laws relating to
creditors' rights generally.

                                       3
<PAGE>

         2.2  Capitalization.  The Sellers are the only  members of the Company,
and the Interests  constitute  all of the  membership  interests of the Company.
There are no options, warrants,  conversion rights, rights of exchange, or other
rights,  plans,  agreements  or other  commitments  providing  for the purchase,
issuance  or sale  of any  additional  membership  interests  or any  securities
convertible into or exchangeable for any membership interests of the Company.

         2.3 Good and  Marketable  Title To Interests.  All of the Interests are
owned,  beneficially  and of record,  only by the  Sellers and are free from any
charge, lien,  encumbrance or adverse claim of any kind whatsoever.  The Sellers
have the absolute  and  unrestricted  right,  power,  authority  and capacity to
transfer the  Interests to Category 5 and upon the Closing,  without  exception,
Category 5 will acquire from the Sellers legal and beneficial ownership of, good
and valid title to, and all rights to vote, the Interests, free from any charge,
lien, encumbrance or adverse claim of any kind whatsoever.

         2.4 Subsidiaries. Except as set forth on Schedule 2.4, the Company does
not  presently  own,   directly  or  indirectly,   any  interest  in  any  other
corporation, association, joint venture or other business entity.

         2.5 Financial  Statements.  The balance sheet and related statements of
income and cash flows of the Company since inception  through September 30, 2001
(the  "Flash  Financial  Statements")  have been  provided  to  Category  5. The
internal  books and  records  of the  Company  from  which  the Flash  Financial
Statements  were  prepared  do not  contain  any  information  which is false or
misleading.  The Flash Financial Statements (i) were prepared in accordance with
such books and records;  (ii) were  prepared in  accordance  with the  Company's
accounting  policies and principles,  and are in accordance  with  international
accounting  standards ("IAS"),  applied on a consistent basis; and (iii) present
fairly the Company's  financial  position and results of operations at the dates
and for the periods reflected therein.

         2.6  Properties.  The  Company  does not own or hold  title to any real
property.  The Company has beneficial ownership of and good and marketable title
to all  properties  and  assets  it owns  which  are used in its  operations  or
necessary for the conduct of its business,  and such  properties  and assets are
not subject to no mortgages,  liens, pledges,  loans or encumbrances of any kind
whatsoever.  With  respect to property  and assets it leases,  the Company is in
compliance in all material respects with such leases and holds a valid leasehold
interest free of any liens,  claims or encumbrances of any kind whatsoever.  All
real and tangible personal property, including machinery, equipment and fixtures
currently  used by the Company in the operation of its businesses is, and at the
time of Closing will be, in good operating  condition and repair,  ordinary wear
and tear excepted.

         2.7 Litigation. No litigation, arbitration or proceeding is pending or,
to the best knowledge of the Company,  threatened by or against the Company, its
properties or assets,  the  Interests or its officers,  directors or the Sellers
before any court or any government agency, and, to the knowledge of the Company,
no facts exist which might form the basis for any such  litigation,  arbitration
or proceeding.  To the knowledge of the Company,  the Company is not the subject
of any  investigation  for violation of any laws,  regulations or administrative
orders  applicable to its businesses by any governmental  authority or any other
person.  There is no judgment,  writ, decree,  injunction,  rule or order of any
court,   governmental  department,   commission,   agency,   instrumentality  or

                                       4
<PAGE>

arbitrator  outstanding  against the Company,  its  properties  or assets or the
Interests.

         2.8 Non-Contravention.  The execution and delivery of this Agreement by
the Company and  consummation of the transactions  contemplated  hereby will not
result in or  constitute  any of the  following:  (i) a conflict,  violation  or
default with or an event that, with notice or lapse of time or both,  would be a
default,  breach, or violation of the Articles of Incorporation or Bylaws of the
Company, any contract,  lease,  license,  permit,  promissory note,  conditional
sales  contract,  commitment,  indenture,  mortgage,  deed of  trust,  or  other
agreement, instrument or arrangement to which the Company is a party or by which
the Company or its assets are bound;  (ii) an event that would  permit any party
to terminate any  agreement or  instrument  or to accelerate  the maturity of or
permit the subordination of any indebtedness or other obligation of the Company;
(iii) the creation or imposition of any lien,  charge,  or encumbrance on any of
the assets of the Company;  or (iv)  conflict with or result in the violation or
breach of any law,  rule or  regulation of any  governmental  authority,  or any
judgment, order, injunction or decree applicable to the Company or its assets.

         2.9 Absence of Certain  Changes.  Except as set forth in Schedule  2.9,
since September 30, 2001, there has not been:

              (a) Any Material Adverse Effect;

              (b)  Any  increase  in the  compensation  paid or  payable  by the
         Company,  other than in the ordinary course of business,  to any of its
         officers, directors,  employees, agents or Sellers;

              (c) Any  split-up  or other  recapitalization  in  respect  of the
         capital  stock of the  Company  or any direct or  indirect  redemption,
         purchase  or  other  acquisition  of  any  such  capital  stock  or any
         agreement to do any of the foregoing;

              (d) Any issuance,  transfer,  sale or pledge by the Company of any
         Interests  of  its  capital  stock  or  other   securities  or  of  any
         commitment,  option,  right or privilege  under which the Company is or
         may become  obligated to issue any  Interests  of its capital  stock or
         other securities;

              (e) Any indebtedness  incurred by the Company,  except such as may
         have been incurred or entered into in the ordinary course of business;

              (f) Any loan made or agreed to be made by the Company, nor has the
         Company  become liable or agreed to become  liable as a guarantor  with
         respect to any loan;

              (g) Any waiver or compromise by the Company of any right or rights
         of material value or any payment,  direct or indirect,  of any material
         debt, liability or other obligation;

                                       5
<PAGE>

              (h) Any sale, assignment, or transfer of any patents,  trademarks,
         copyrights,  trade secrets or other intangible assets of material value
         other than licenses granted in the ordinary course of business;

              (i) Any  purchase  or other  acquisition  of, or any sale,  lease,
         disposition  of,  mortgage,   pledge  or  subjection  to  any  lien  or
         encumbrance on, any material property or asset, tangible or intangible,
         of the Company or any agreement to do any of the foregoing;

              (j) Any actual or threatened amendment, termination or loss of (i)
         any material contract,  lease,  license or other agreement to which the
         Company  is a party;  or (ii) any  certificate  or other  authorization
         required  for the  continued  operation  by the Company of any material
         portion of any of its business;

              (k) Any resignation or termination of employment of any officer or
         employee of the Company;

              (l) Any change in or  amendment  to the charter  documents  of the
         Company; or

              (m) Any  agreement or  commitment  by the Company to do any of the
         things described in this Section 2.9.

         2.10 Employees.  The Company has complied in all material respects with
all applicable  laws,  rules and regulations  relating to employment,  including
those  relating  to wages,  hours,  collective  bargaining  and the  payment and
withholding  of taxes and other sums as  required  by  appropriate  governmental
authorities.

         2.11 Compliance with Law; Consents.  The business and operations of the
Company have been and are being  conducted in compliance  with all laws,  rules,
regulations and licensing requirements  applicable thereto, except where failure
to be so in compliance would not have a Material Adverse Effect.  The Company is
unaware of any facts  which  might form the basis for a claim that any  material
violation of such laws exists. No consent,  approval, order or authorization of,
or  registration,  qualification,  designation,  declaration or filing with, any
federal, state or local governmental authority or any third party on the part of
the  Company or the  Sellers  is  required  in  connection  with the  execution,
delivery and  performance by the Company or the Sellers of this  Agreement,  the
consummation of the transactions  contemplated  hereby or Category 5's operation
of the business of the Company following the Closing Date.

         2.12 Contracts and Other Agreements. Schedule 2.12 sets forth a list of
all contracts  and other  agreements to which the Company is a party or by or to
which it or its assets or properties  are bound or subject,  whether or not made
in the ordinary course of business, that have or would be reasonably expected to
have a material  effect on the Business of Company.  True and complete copies of
all the contracts and other  agreements  (and all  amendments,  waivers or other
modifications  thereto  and all  appendices  and  attachments)  set forth on the
Company  Disclosure  Schedule  have been  furnished  to Category 5. Each of such
contracts  is valid,  existing,  in full  force  and  effect,  binding  upon the
Company,  and to the best  knowledge  of the  Company,  binding  upon the  other
parties  thereto in  accordance  with their  terms  (subject in each case to the
application  of general  principles  of equity or by the  effect of  bankruptcy,

                                       6
<PAGE>

insolvency,  reorganization,  moratorium  or similar  laws  generally  affecting
creditors' rights), and the Company is not in default under any of them, nor, to
the best  knowledge of the Company,  is any other party to any such  contract or
other  agreement in default  thereunder,  nor does any condition exist that with
notice or lapse of time or both would constitute a default  thereunder,  except,
in each case, such defaults as would not, individually or in the aggregate, have
a material adverse effect on the Business of Company.

         2.13 Affiliate Relationships.  Other than as provided on Schedule 2.13,
the Company does not have any material financial  interest,  direct or indirect,
in any  supplier or service  provider  to, or customer  of, the Company or other
party to any contract or other arrangement which is material to the Company. For
purposes of this Section  2.13,  the term the Company shall be deemed to include
the Company, the Sellers and any person, firm or corporation which,  directly or
indirectly,  alone or together with others,  controls,  is controlled  by, or is
under common control with the Company.

         2.14 No Termination of Business Relationship. None of the entities with
which the  Company has a material  business  relationship  or any other  present
material  customer of the Company has given notice of any intention to cancel or
otherwise  terminate a material  business  relationship with the Company and the
Company  has no  knowledge  of any event  (including,  without  limitation,  the
transactions  contemplated  hereby) which would  precipitate the cancellation or
termination  of, or entitle any such entity or  customer  to  terminate,  such a
material business relationship.

         2.15  Intellectual  Property Rights.  To the Company's best knowledge ,
the Company has exclusive  license to all patents,  patent  rights,  trademarks,
trademark rights,  service marks,  service mark rights,  trade names, trade name
rights and copyrights (collectively,  the "Intellectual Property") necessary for
its business  without any conflict with or  infringement  of the valid rights of
others  and the lack of which  could  have a Material  Adverse  Effect,  and the
Company has not received any notice of  infringement  upon or conflict  with the
asserted  rights of others.  Schedule  2.15 contains a complete list of patents,
patent  applications,   trade  names,  trademarks,   service  marks,  brandmarks
copyrights,  registrations owned or used by the Company and any applications for
the foregoing. All Intellectual Property is vested in (or, if applicable, leased
or  licensed  by) the Company  free and clear of any  equities,  claims,  liens,
encumbrances or restrictions of any kind whatsoever.  All Intellectual  Property
which is licensed to the Company by others are  identified in Schedule 2.15, and
all such licenses  will continue in full force and effect upon the  consummation
of the  transactions  contemplated  hereby.  The Company has a valuable  body of
trade  secrets,  including  know-how,  concepts,  computer  programs  and  other
technical  data  (the  "Proprietary  Information")  for  the  operation  of  its
business. To the Company's best knowledge,  the Company has the right to use the
Proprietary  Information  free and clear of any rights,  liens,  encumbrances or
claims  of  others.  The  Company  is not  aware  that any of its  employees  is
obligated under any contract  (including  licenses,  covenants or commitments of
any nature) or other agreement,  or subject to any judgment,  decree or order of
any court or administrative  agency, that would interfere with the use of his or
her best efforts to promote the interests of the Company or that would  conflict
with the  Company's  business.  The  Company  does not  believe it is or will be
necessary  to  utilize  any  inventions  of any of its  employees  (or people it
currently intends to hire) made prior to their employment by the Company, except

                                       7
<PAGE>

for inventions that have been assigned or licensed to the Company as of the date
hereof.  Each  employee,  officer and  consultant  of the Company has executed a
Proprietary  Information  and  Inventions  Agreement  in the  form  provided  by
Category 5. To the Company's best knowledge, no employee,  officer or consultant
is in  violation  thereof,  and the Company will use its best efforts to prevent
any such violation.

         2.16 No Undisclosed  Liabilities.  The Company does not have, and as of
the Closing Date will not have, any  liabilities,  obligations or commitments of
any nature  (absolute,  accrued,  contingent or otherwise)  matured or unmatured
("Liabilities")  except (i) Liabilities which are adequately  reflected or fully
reserved against in the Flash Financial Statements;  (ii) Liabilities which have
been  incurred in the  ordinary  course of  business  and  consistent  with past
practice since September 30, 2001; (iii) Liabilities  disclosed in the Schedules
hereto;  and (iv) Liabilities  arising under contracts or other agreements which
because of the dollar amount  involved are not required to be listed in Schedule
2.12.

         2.17  Representations   Complete.   None  of  the  representations  and
warranties made by the Sellers or the Company herein,  nor any statement made in
any  Exhibit,  Schedule or  certificate  furnished  pursuant to this  Agreement,
contains or will  contain any untrue  statement of a material  fact,  or omit to
state any material fact required to be stated therein,  or necessary in order to
make the statements  made, in light of the  circumstances  under which they were
made, not misleading.

         2.19  Broker's and Finder's  Fees.  Neither the Company nor the Sellers
has  incurred,  nor will it incur,  directly or  indirectly,  any  liability for
brokerage  or finder's  fees or agents'  commissions  or any similar  charges in
connection with this Agreement or any transaction  contemplated  hereby that may
become the obligations or liabilities of Category 5.

                                  ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF SELLERS

         Each of the Sellers agree with, and represent and warrant to Category 5
as follows:

         3.1 Good and Marketable  Title to Interests.  The Sellers have and will
have on the Closing Date, full right, power, and authority to sell, transfer and
deliver the Interests as provided in this Agreement.

         3.2 Purchase  Entirely for Own Account.  Each Seller  understands  that
Category 5 is entering  into this  Agreement  with each Seller in reliance  upon
such Seller's  representation to Category 5, which by such Seller's execution of
this  Agreement  such Seller hereby  confirms,  that the Category 5 Shares to be
received by such Seller, (for purposes of Article III, the "Securities") will be
acquired for  investment  for such  Seller's  own  account,  not as a nominee or
agent,  and not with a view to the resale or  distribution  of any part thereof,
and  that  such  Seller  has no  present  intention  of  selling,  granting  any
participation  in,  or  otherwise  distributing  the  same.  By  executing  this
Agreement,  each Seller  further  represents  that such Seller does not have any
contract,  undertaking,  agreement  or  arrangement  with  any  person  to sell,
transfer  or grant  participation  to such person or to any third  person,  with

                                       8
<PAGE>

respect to any of the Securities.  Each Seller represents that it has full power
and authority to enter into this Agreement.

         3.3  Disclosure  of  Information.  Each  Seller  believes  that  it has
received all the information it considers  necessary or appropriate for deciding
whether to purchase the Securities.  Each Seller further  represents that it has
had an  opportunity  to ask  questions  and  receive  answers  from  Category  5
regarding  Category  5 and  its  business  and  operations  and  the  terms  and
conditions of the offering of the Securities.

         3.4 Investment Experience.  Each Seller acknowledges that it is able to
fend for  itself,  can bear the  economic  risk of its  investment  and has such
knowledge and experience in financial or business  matters that it is capable of
evaluating the merits and risks of the investment in the Securities.

         3.5 Accredited Seller.  Each Seller is an "accredited  investor" within
the meaning of Regulation D promulgated under the Securities Act of 1993, as now
in effect.

         3.6 Restricted Securities.  Each Seller understands that the Category 5
Shares it is purchasing are  characterized as "restricted  securities" under the
United States  securities laws inasmuch as they are being acquired from Category
5 in a transaction  not involving a public offering and that under such laws and
applicable  regulations such securities may be resold without registration under
the  Securities  Act of 1933,  as amended (the "Act"),  only in certain  limited
circumstances.  In this connection,  each Seller  represents that it is familiar
with Rule 144 promulgated  under the Act, as now in effect,  and understands the
resale  limitations  imposed  thereby and by the Act. Each Selling Seller agrees
that it will (i) not sell,  assign or transfer  any of the  Category 5 Shares to
anyone other than  Category 5 or to a  transferee  who has agreed to be bound by
the Exchange  Agreement,  (ii) not make any disposition of all or any portion of
the  Category  5  Shares  unless  such  disposition  is in  compliance  with all
applicable  federal  and state  securities  law,  and (iii)  not,  to the extent
requested by an underwriter of common stock (or other  securities) of Category 5
during a one-year period  following the Closing,  sell or otherwise  transfer or
dispose of any such securities during a reasonable and customary period of time,
as agreed to by Category 5 and the underwriters.

                                   ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF CATEGORY 5

         Category 5 represents and warrants to the Sellers and the Company that:

         4.1 Corporate  Existence,  Good Standing and Authority.  Category 5 has
been duly  incorporated  and is validly  existing and in good standing under the
laws of the State of Nevada.  Category 5 has full corporate  power and authority
to enter  into,  deliver,  perform  its  obligations  under  and  carry out this
Agreement and the Ancillary  Agreements to which it is a party.  This  Agreement
constitutes,  and all agreements and Ancillary Agreements will constitute, valid
and legally  binding  obligations of Category 5 enforceable  in accordance  with
their terms, subject as to enforcement to bankruptcy, insolvency, reorganization
and other laws of general  applicability  relating  to or  affecting  creditors'
rights and to general equity principles.

                                       9
<PAGE>

         4.2  Category 5 Shares  Fully Paid and  Non-Assessable.  The Category 5
Shares  deliverable  pursuant to Section 1.2 when issued and delivered as herein
provided,  will be validly  issued and  outstanding  shares of Category 5 Common
Stock, fully paid and non-assessable, free and clear of all liens, encumbrances,
restrictions and claims of every kind.

         4.3 Consents and Approvals.  Except as otherwise  described  herein, no
consent,  approval,  authorization,  order,  registration or qualification of or
with any court or any  regulatory  authority or any other  governmental  body is
required for the consummation by Category 5 of the transactions  contemplated by
this  Agreement  has  been  obtained  or will be  obtained  prior to or upon the
Closing Date.

         4.4 No Breach. The execution and delivery of this Agreement by Category
5 and consummation of the transactions contemplated hereby will not result in or
constitute any of the following: (i) a conflict, violation or default with or an
event that, with notice or lapse of time or both, would be a default, breach, or
violation  of the  Certificate  of  Incorporation  or Bylaws of  Category 5, any
contract,  lease, license, permit,  promissory note, conditional sales contract,
commitment,  indenture, mortgage, deed of trust, or other agreement,  instrument
or  arrangement  to which  Category  5 is a party or by which  Category 5 or its
assets are bound;  (ii) an event that would  permit any party to  terminate  any
agreement  or  instrument  or  to  accelerate  the  maturity  of or  permit  the
subordination  of any  indebtedness or other obligation of the Category 5; (iii)
the creation or imposition of any lien,  charge,  or  encumbrance  on any of the
assets of the Category 5; or (iv)  conflict  with or result in the  violation or
breach of any law,  rule or  regulation of any  governmental  authority,  or any
judgment, order, injunction or decree applicable to Category 5 or its assets.

         4.5 Financial Statements. The consolidated audited financial statements
of Category 5 and its  subsidiaries  as filed with the  Securities  and Exchange
Commission  (the  "SEC")  on Form 10K for the year  ended  June 30,  2001,  (the
"Category  5  Audited  Financial  Statements")  and the  unaudited  consolidated
financial statements of Category 5 and its subsidiaries as filed with the SEC on
Form 10-Q for the three and six months ended  December 31, 2001 (the "Category 5
Unaudited Financial  Statements")comply as to form in all material respects with
applicable accounting  requirements and with applicable rules and regulations of
the  Securities  and  Exchange  Commission.  The  Category  5 Audited  Financial
Statements and the Category 5 Unaudited  Financial  Statements (i) were prepared
in accordance  with Category 5's internal books and records;  (ii) were prepared
in accordance with Category 5's accounting  policies and principles,  and are in
accordance with generally accepted accounting principles ("GAAP"),  applied on a
consistent  basis; and (iii) present fairly Category 5's financial  position and
results of operations at the dates for the periods reflected therein.

         4.6  Properties.  Category  5 does  not own or hold  title  to any real
property.  Category 5 has beneficial  ownership of and good and marketable title
to all  properties  and  assets  it owns  which  are used in its  operations  or
necessary for the conduct of its business,  and such  properties  and assets are
not subject to any mortgages,  liens, pledges, loans or encumbrances of any kind
whatsoever.  With  respect to  property  and assets it leases,  Category 5 is in
compliance in all material respects with such leases and holds a valid leasehold
interest free of any liens,  claims or encumbrances of any kind whatsoever.  All
real and tangible personal property, including machinery, equipment and fixtures
currently  used by Category 5 in the operation of its  businesses is, and at the

                                       10
<PAGE>

time of Closing will be, in good operating  condition and repair,  ordinary wear
and tear excepted.

         4.7 Litigation.  Except as set forth in Schedule 4.7 hereto or in which
an adverse outcome would not have a Material  Adverse  Effect,  no litigation or
proceeding  is pending or, to the  knowledge  of Category  5,  threatened  by or
against  Category 5, its assets or the Category 5 Shares before any court or any
government  agency,  and,  to the best  knowledge  of Category 5, no facts exist
which  might  form the  basis  for any such  litigation  or  proceeding.  To the
knowledge of Category 5, Category 5 is not the subject of any  investigation for
violation of any laws,  regulation or  administrative  orders  applicable to its
business  by  any  governmental  authority  or any  other  person.  There  is no
judgment,  decree,  injunction,   rule  or  order  of  any  court,  governmental
department,   commission,  agency,  instrumentality  or  arbitrator  outstanding
against Category 5 or the Category 5 Shares.

         4.8   Representations   Complete.   None  of  the  representations  and
warranties  made by Category 5 herein,  nor any  statement  made in any Exhibit,
Schedule or certificate  furnished pursuant to this Agreement,  contains or will
contain any untrue  statement of a material  fact, or omit to state any material
fact required to be stated therein, or necessary in order to make the statements
made, in light of the circumstances under which they were made, not misleading.

         4.9 Broker's and Finder's Fees.  Category 5 has not incurred,  nor will
it incur,  directly or indirectly,  any liability for brokerage or finder's fees
or agents'  commissions or any similar charges in connection with this Agreement
or any transaction contemplated hereby.

                                    ARTICLE V
                            COVENANTS OF THE SELLERS

         5.1  Non-Competition  Agreements.  Sellers  hereby agree to not compete
with  Category 5, the Company,  and/or  FlashAlly  following  the  Closing,  and
Sellers agree to enter into a  non-competition  agreement (the  "Non-Competition
Agreement") substantially in the form attached hereto as Exhibit C.

         5.2 Best  Efforts.  Each of the  Sellers  will use his best  efforts to
perform and fulfill all  obligations on their  respective  parts to be performed
and  fulfilled  under  this  Agreement,   to  the  end  that  the   transactions
contemplated  by this Agreement  shall be effected  substantially  in accordance
with its terms. Each of the Sellers shall each cooperate with Category 5 in such
actions and in securing  requisite  approvals  and shall  deliver  such  further
documents as Category 5 may  reasonably  request as  necessary to evidence  such
transactions.

                                   ARTICLE VI
                             COVENANTS OF CATEGORY 5

         6.1  Employee   Matters.   The  Company  shall  enter  into  employment
agreements with Troy Kearl (the  "Employment  Agreement"),  substantially in the
form attached hereto as Exhibit D.

                                       11
<PAGE>

         6.2 Board Seat.  The Company  shall appoint a nominee of Sellers to the
Board of Directors of the Company,  effective as of the Closing.  Sellers  shall
deliver the name and written  background  of the nominee to the Company prior to
the Closing. The Company covenants to submit such nominee as one of its slate of
directors  to be elected to the Board at the  Company's  next Annual  Meeting of
Shareholders.

         6.3 Best  Efforts.  Category 5 will use its best efforts to perform and
fulfill all  obligations  on its part to be performed and  fulfilled  under this
Agreement, to the end that the transactions contemplated by this Agreement shall
be effected substantially in accordance with its terms.

                                  ARTICLE VII
                                     CLOSING

         7.1 Time and Place.  The purchase and sale of the  Interests  hereunder
(the "Closing") shall occur on the date of execution of this Agreement by all of
the parties hereto (the "Closing Date").

         7.2 Deliveries of the Sellers. At the Closing, the Sellers will deliver
or cause to be executed and delivered to Category 5:

              (a) Amended Operating Agreement. An Amended Operating Agreement of
         the Company,  reflecting  ownership of all of the Interests by Category
         5;

              (b) Articles. The Articles of Formation of the Company,  certified
         by the appropriate government agency as of a recent date;

              (c) Books and Records. Any and all of the minute books and similar
         records of the Company;

              (d) Employment Agreement. The executed Employment Agreement;

              (e)   Non-Competition    Agreements.    Executed   Non-Competition
         Agreements;

              (f) Escrow Agreement. The executed Escrow Agreement;

              (g) Royalty Agreement. The executed Royalty Agreement; and

              (g) Other  Documents.  Such other  documents  and  instruments  as
         Category 5 or its counsel reasonably shall deem necessary to consummate
         the transactions contemplated hereby.

         All  documents  delivered to Category 5 shall be in form and  substance
reasonably satisfactory to Category 5 and its counsel.

                                       12
<PAGE>

         7.3  Deliveries of Category 5. At the Closing,  Category 5 will execute
and deliver or cause to be executed and delivered  simultaneously  with delivery
of the items referred to in Section 7.2 above:

              (a) Payment of the Consideration.  The Tranche I Shares, delivered
         to Sellers;

              (b)  Escrowed  Shares.  The  Tranche II Shares,  delivered  to the
         Escrow Agent;

              (c)  Employment  and  Non-Competition   Agreements.  The  executed
         Employment Agreement and the Non-Competition Agreements;

              (d) Escrow Agreement. The executed Escrow Agreement;

              (e) Royalty Agreement. The executed Royalty Agreement; and;

              (f) Other  Documents.  Such other  documents  and  instruments  as
         Category 5 or its counsel reasonably shall deem necessary to consummate
         the transactions contemplated hereby.

                                  ARTICLE VIII
                               TRANCHE II CLOSINGS

         8.1  Tranche II  Closings.  The  release of the  Tranche II Shares from
Escrow  (each,  a "Tranche II  Closing")  shall occur at Category 5's offices in
Salt Lake City, Utah, on the 30th day following  confirmation by Category 5 that
Flash has met the  conditions  set  forth in  Section  1.2(ii)  above and in the
Escrow  Agreement for release of the Tranche II Shares.  It is anticipated  that
there will be 3 separate Tranche II Closings.

         8.2  Conditions to Category 5's  Obligations at the Tranche II Closing.
The  obligation  of Category 5 to direct the Escrow Agent to release the Tranche
II Shares to Sellers is subject to the satisfaction of the following conditions,
unless waived in writing by Category 5:

              (a)  Representations.  All  representations of the Sellers in this
         Agreement  or the  Schedules  and  Exhibits  hereto,  or in any written
         statement  or  certificate  that shall be delivered to Category 5 under
         this  Agreement,  other than those  representations  which  reference a
         specific  date  therein,  shall  be true on and as of such  Tranche  II
         Closing Date as though such representations and warranties were made on
         and  as  of  that  date,   and  the  Sellers  shall  have  delivered  a
         certificate, dated such Tranche II Closing date so certifying.

              (b) No Violations;  No Actions.  Consummation of the  transactions
         contemplated  by the  Tranche II Closing  shall not  violate any order,
         decree or judgment of any court or governmental  body having  competent
         jurisdiction  and no action or proceeding shall have been instituted or
         threatened  by any person,  entity or  governmental  agency which has a
         reasonable probability of resulting in (i) an order, judgment or decree

                                       13
<PAGE>

         restraining,  prohibiting or rendering unlawful the consummation of the
         transactions  contemplated  by the  Tranche  II  Closing  or (ii) other
         relief in connection therewith.

              (c) Employment.  Troy Kearl shall not have voluntarily  terminated
         his employment with the Company as of such Tranche II Closing.

         8.3  Deliveries of Category 5 at Tranche II Closing.  At the Tranche II
Closing  Category  5 will  execute  and  deliver  or  cause to be  executed  and
delivered  to the  Sellers  Instructions  to the  Escrow  Agent to  release  the
applicable number of Tranche II Shares.

                                   ARTICLE IX
               OBLIGATIONS OF SELLERS AND CATEGORY 5 AFTER CLOSING

         9.1  Indemnification  by the Sellers.  The Sellers shall  indemnify and
hold harmless  Category 5 and its  respective  officers,  directors,  employees,
successors and assigns in respect of any and all claims, actions, suits or other
proceedings  and  any and  all  losses,  costs,  expenses,  liabilities,  fines,
penalties,  interest,  and  damages,  whether or not  arising  out of any claim,
action,  suit  or  other  proceeding  (and  including   reasonable  counsel  and
accountants'  fees and expenses and all other  reasonable  costs and expenses of
investigation,  defense or settlement of claims and amounts paid in  settlement)
incurred  by,  imposed  on or  borne  by  Category  5  (collectively  "Damages")
resulting from:

              (a) The breach of any of the representations or warranties made by
         the Company or the Sellers in this Agreement;

              (b) The breach or the failure of performance by the Company or the
         Sellers of any of the covenants that they are to perform hereunder;

              (c) The payment of any taxes (including interest and penalties) of
         any kind or nature imposed, whether before or after the Closing, by any
         government  or  subdivision  thereof  upon  the  business,   assets  or
         employees  or  independent  contractors  of the  Company  or  otherwise
         resulting from or relating to the  respective  businesses or operations
         of the Company prior to the Closing or any of its  properties or assets
         as they  existed  as of or any time prior to the  Closing  Date and the
         transactions contemplated by this Agreement;

              (d) The  death of or injury  to any  person or damage to  property
         that  occurred  prior to the Closing and arose out of or in  connection
         with the  business  or  operations  of the Company  (whether  asserted,
         discovered or established before or after the Closing),  and whether or
         not it is the  subject  matter  of a claim or action  disclosed  in the
         Schedules to this Agreement; and

              (e) All  employment-related  claims and causes of action,  and all
         other claims and causes of actions, that have arisen or arise out of in
         connection  with  the  operations  of the  businesses  of  the  Company
         conducted  prior  to  the  Closing  (whether  asserted,  discovered  or
         established before or after the Closing).

                                       14
<PAGE>

         Damages  shall  exclude any amount with respect to which  Category 5 or
the Company as the case may be shall have received  under any  insurance  policy
which provides coverage for the liability to which such amount relates.

         9.2  Indemnification by Category 5. Category 5 shall indemnify and hold
harmless the Sellers, in respect of any and all claims, losses, costs, expenses,
liabilities,  fines,  penalties,  interest,  and damages  (including  reasonable
counsel and  accountants'  fees and expenses and all other  reasonable costs and
expenses of  investigation,  defense or settlement of claims and amounts paid in
settlement) incurred by, imposed on or borne by the Sellers resulting from:

              (a) The breach of any of the representations or warranties made by
         Category 5 in this Agreement; or

              (b) The breach or the failure of  performance by Category 5 of any
         of the covenants that it is to perform hereunder.

         9.3  Indemnification  Procedure  for Claims.  Whenever  any claim shall
arise for indemnification  hereunder, the party entitled to indemnification (the
"indemnified  party")  shall  promptly  notify the other  party or parties  (the
"indemnifying  party") of the claim and, when known, the facts  constituting the
basis for such claim;  provided,  that the  indemnified  party's failure to give
such  notice  shall not affect any rights or remedies  of an  indemnified  party
hereunder with respect to indemnification  for damages except to the extent that
the indemnifying  party is materially  prejudiced  thereby.  In the event of any
claim for  indemnification  hereunder  resulting from or in connection  with any
claim or legal  proceedings  by a third  party,  the notice to the  indemnifying
party shall  specify,  if known,  the amount or an estimate of the amount of the
liability  arising  therefrom.   The  indemnified  party  shall  not  settle  or
compromise   any  claim  by  a  third   party  for  which  it  is   entitled  to
indemnification hereunder, without the prior written consent of the indemnifying
party (which  shall not be  unreasonably  withheld)  unless suit shall have been
instituted against it and the indemnifying party shall not have taken control of
such suit after notification thereof as provided in Section 10.8 this Agreement.

         9.4 Defense by Indemnifying  Party. In connection with any claim giving
rise to indemnity  hereunder  or  resulting  from or arising out of any claim or
legal  proceeding  by a  person  who is  not a  party  to  this  Agreement,  the
indemnifying  party at its sole cost and expense may, upon written notice to the
indemnified  party,  assume the defense of any such claim or legal proceeding if
it acknowledges to the indemnified party in writing its obligations to indemnify
the indemnified party with respect to all elements of such claim, and thereafter
diligently  conducts the defense thereof with counsel  reasonably  acceptable to
the indemnified party. The indemnified party shall be entitled to participate in
(but not control)  the defense of any such  action,  with its counsel and at its
own expense.  If the indemnifying party does not assume or fails to conduct in a
diligent manner the defense of any such claim or litigation resulting therefrom,
(i) the indemnified  party may defend against such claim or litigation,  in such
manner as it may deem appropriate,  including, without limitation, settling such
claim or litigation,  after giving notice of the same to the indemnifying party,
on such  terms  as the  indemnified  party  may deem  appropriate,  and (ii) the
indemnifying  party shall be entitled to  participate  in (but not  control) the

                                       15
<PAGE>

defense  of  such  action,  with  its  counsel  and at its own  expense.  If the
indemnifying  party  thereafter  seeks to  question  the  manner  in  which  the
indemnified party defended such third party claim or the amount or nature of any
such  settlement,  the  indemnifying  party  shall have the burden to prove by a
preponderance  of the  evidence  that the  indemnified  party did not  defend or
settle such third party claim in a reasonably prudent manner.  Each party agrees
to  cooperate  fully  with the  other,  such  cooperation  to  include,  without
limitation, attendance at depositions and the provision of relevant documents as
may be  reasonably  requested  by the  indemnifying  party;  provided,  that the
indemnifying  party will hold the  indemnified  party  harmless  from all of its
expenses, including reasonable attorneys' fees, incurred in connection with such
cooperation by the indemnified party.

         9.5 Manner of Indemnification.  All indemnification  hereunder shall be
effected by payment of cash or delivery of a certified or official bank check to
the indemnified party.

         9.6 Limitations on  Indemnification.  Notwithstanding  any provision of
this  Agreement  to the  contrary,  the  Sellers  shall  have no  obligation  to
indemnify any person entitled to indemnity under Section 11.1 unless the persons
so entitled to indemnity thereunder have suffered Damages in an aggregate amount
in excess of  $25,000  (the  "Deductible")  and then only to the  extent of such
excess.

                                   ARTICLE X
                               GENERAL PROVISIONS

         10.1 Survival.  The  representations  and warranties of the Company and
the  Sellers  set  forth in this  Agreement  or in any  instrument  or  document
furnished   in   connection   herewith   shall   survive  the  Closing  and  all
representations and warranties set forth herein or in any instrument or document
furnished in  connection  herewith will expire on the third  anniversary  of the
Closing Date.  No claim or action for indemnity  pursuant to Sections 9.1 or 9.2
hereof  for  breach of any  representation  or  warranty  shall be  asserted  or
maintained by any party hereto after the  expiration of such  representation  or
warranty  pursuant to the provisions of this Section 10.1 except for claims made
in writing prior to such expiration and actions  (whether  instituted  before or
after  such  expiration)  based  on any  claim  made in  writing  prior  to such
expiration.  Each party hereto may rely on the  representations  and  warranties
made by the other parties hereto  notwithstanding any investigation of the facts
constituting the basis of the representations and warranties of any party by any
other party hereto.

         10.2 Further  Assurances.  At the request of any of the parties hereto,
and without  further  consideration,  the other  parties  agree to execute  such
documents  and  instruments  and to do such  further acts as may be necessary or
desirable to effectuate the transactions contemplated hereby.

         10.3 Each Party to Bear Own Costs.  Each of the  parties  shall pay all
costs and expenses incurred or to be incurred by it in negotiating and preparing
this Agreement and in closing and carrying out the transactions  contemplated by
this Agreement.

         10.4  Headings.  The subject  headings of the  Articles and Sections of
this  Agreement  are included for purposes of  convenience  only,  and shall not
affect the construction or interpretation of any of its provisions.

                                       16
<PAGE>

         10.5 Entire  Agreement;  Waivers.  This  Agreement and the Exhibits and
Schedules hereto constitute the entire agreement between the parties  pertaining
to the contemporaneous  agreements,  representations,  and understandings of the
parties.  No supplement,  modification,  or amendment of this Agreement shall be
binding  unless  executed  in  writing by all  parties.  No waiver of any of the
provisions of this Agreement shall be deemed, or shall  constitute,  a waiver of
any other provision,  whether or not similar,  nor shall any waiver constitute a
continuing  waiver. No waiver shall be binding unless executed in writing by the
party making the waiver.

         10.6 Third  Parties.  Nothing  in this  Agreement,  whether  express or
implied, is intended to confer any rights or remedies under or by reason of this
Agreement  on any  persons  other than the  parties  to it and their  respective
successors and assigns, nor is anything in this Agreement intended to relieve or
discharge  the  obligation or liability of any third person to any party to this
Agreement,  nor  shall  any  provision  give  any  third  persons  any  right of
subrogation or action over against any party to this Agreement.

         10.7  Successors and Assigns.  This Agreement  shall not be assigned by
the  Company or the  Sellers  without  the  written  consent of Category 5. This
Agreement shall be binding on, and shall inure to the benefit of, the parties to
it and their respective heirs, legal representatives, successors, and assigns.

         10.8 Notices. All notices, requests,  demands, and other communications
under this  Agreement  shall be in writing and shall be deemed to have been duly
given  when  so  delivered  in  person,  by  overnight  courier,   by  facsimile
transmission  (with receipt confirmed by telephone or by automatic  transmission
report) or two business days after being sent by  registered  or certified  mail
(postage prepaid, return receipt requested) as follows:

         To the Company at:          Flash Ally, LLC
                                     605 North Loafer Canyon Road
                                     Elk Ridge, UT 84651


         To the Sellers:             Troy Kearl
                                     605 North Loafer Canyon Road
                                     Elk Ridge, UT 84651


         To Category 5 at:           Category 5 Technologies, Inc.
                                     4505 S. Wasatch Blvd., Suite 307
                                     Salt Lake City, Utah  84124
                                     Fax:  801-424-2992

         Any party may change its address  for  purposes  of this  paragraph  by
giving  notice of the new address to each of the other parties in the manner set
forth above.

                                       17
<PAGE>

         10.9  Arbitration.  Any controversy or claim arising out of or relating
to this  Agreement  shall  be  determined  by  arbitration  administered  by the
American Arbitration Association under its International Arbitration Rules.

         10.10  Attorneys'  Fees. If any party to this Agreement shall bring any
action,  suit,  counterclaim  or  appeal  for  any  relief  against  the  other,
declaratory  or  otherwise,  to enforce  the terms  hereof or to declare  rights
hereunder (collectively, an "Action"), the Prevailing Party shall be entitled to
recover as part of any such  Action its  reasonable  attorneys'  fees and costs,
including any fees and costs  incurred in bringing and  prosecuting  such Action
and/or  enforcing any order,  judgment,  ruling or award granted as part of such
Action.  "Prevailing  party" within the meaning of this Section 10.10  includes,
without  limitation,  a party who  agrees to  dismiss  an Action  upon the other
party's  payment of all or a portion of the sums allegedly due or performance of
the covenants allegedly breached, or who obtains substantially the relief sought
by it.

         10.11  Governing Law. The terms of this Agreement  shall be governed by
the laws of the State of Utah  applicable  to  agreements  entered  into,  to be
wholly performed in and among residents exclusively of, Utah.

         10.12 Consent to Jurisdiction  and Forum  Selection.  The parties agree
that all actions or proceedings  arising in connection with this Agreement shall
be tried and litigated  exclusively  in the State and Federal  courts located in
Utah.  The  aforementioned  choice of venue is  intended  by the  parties  to be
mandatory and not permissive in nature,  thereby  precluding the  possibility of
litigation  between the parties with respect to or arising out of this Agreement
in any jurisdiction  other than that specified in this Section 10.12. Each party
hereby  waives  any  right it may  have to  assert  the  doctrine  of forum  non
conveniens  or  similar  doctrine  or to object  to venue  with  respect  to any
proceeding  brought in accordance with this  paragraph,  and stipulates that the
State and Federal courts located in Utah shall have in personam jurisdiction and
venue over each of them for the purposes of litigating any dispute,  controversy
or  proceeding  arising out of or related to this  Agreement.  Each party hereby
authorizes and accepts service of process  sufficient for personal  jurisdiction
in any action against it as  contemplated by this Section 10.12 by registered or
certified mail, return receipt  requested,  postage prepaid,  to its address for
the giving of notices as set forth in this Agreement, or in the manner set forth
in Section 10.8 of this  Agreement for the giving of notice.  Any final judgment
rendered  against a party in any action or proceeding  shall be conclusive as to
the subject of such final judgment and may be enforced in other jurisdictions in
any manner provided by law.

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

         10.14 Severability.  All provisions  contained herein are severable and
in the  event  that any of them  shall be held to be to any  extent  invalid  or
otherwise unenforceable by any court of competent  jurisdiction,  such provision
shall be  construed as if it were  written so as to  effectuate  to the greatest
possible extent the parties'  expressed intent;  and in every case the remainder
of this  Agreement  shall not be  affected  thereby and shall  remain  valid and
enforceable, as if such affected provision were not contained herein.

                                       18
<PAGE>

         10.15  Publicity.  The parties shall  cooperate  with each other in the
development and  distribution of all news releases and other public  disclosures
relating to the  transactions  contemplated  hereby.  None of the parties  shall
issue  or  make,  or  cause  to have  issued  or  made,  any  press  release  or
announcement concerning the transactions contemplated hereby without the advance
approval  in writing  of the form and  substance  thereof by the other  parties,
unless otherwise required by applicable law.


                                       19
<PAGE>

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this Stock
Purchase and Exchange Agreement as of the date first above written.



                                                  CATEGORY 5 TECHNOLOGIES, INC.

                                                  By:
                                                  ------------------------------
                                                  Name:
                                                  ------------------------------
                                                  Title:
                                                  ------------------------------



                                                  FLASH ALLY, LLC

                                                  By:
                                                  ------------------------------
                                                  Name:
                                                  ------------------------------
                                                  Title:
                                                  ------------------------------



                                                  SELLERS


                                                  ------------------------------
                                                  Troy Kearl



                                                  ------------------------------
                                                  Tyler Thompson



                                       20
<PAGE>


                                   Schedule 1
                                   ----------

                               Existing Agreements
                               -------------------


1.       The Campbell Group (MLM)
         ------------------------


2.       Nippon Direct (Japan and Pacific Rim)
         -------------------------------------


3.       The Mulligan Group (Telesales)
         ------------------------------




                                       21
<PAGE>