Exhibit 2.3



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




                                       C5
                          Category 5 Technologies, Inc.



                                          November 25, 2001


Exposure International Direct Marketing Systems, Inc.
410 Seventeenth Street, 6th Floor
Denver, CO  80202

Re:  Indigio Directory Software

Gentlemen:

         The purpose of this agreement is to set forth the terms of the
acquisition of all the outstanding shares of Exposure International Direct
Marketing Systems, Inc., a Colorado corporation ("Exposure") by Category 5
Technologies, Inc., a Nevada corporation ("Category 5"). The assets owed by
Exposure consist of the Indigio E-Mail Software (the "Assets"). Category 5
proposes to purchase the shares of Exposure subject to the following conditions
terms and conditions.

         1. Exchange. Category 5 will purchase the shares of Exposure, which
entity owns all of the Indigio Directory software.

         2. Consideration. Category 5 will purchase all of the shares of
Exposure for consideration consisting of $12,500 in cash, payable immediately.

         3. Access. Unless and until this Agreement is terminated, Exposure
shall provide to Category 5 complete access to the Assets and to Exposure's
books and records and shall cause the directors, officers, employees, attorneys,
accountants, consultants, advisers, and other agents and representatives of
Exposure to cooperate fully with Category 5 and its representatives in
connection with Category 5's due diligence review of the Assets.

         4. Conditions to Closing. It is understood that the rights, duties and
obligations of each of the parties hereto to proceed with this acquisition is
conditioned upon (a) approval by the Category 5 Board of Directors, (b)
satisfactory due diligence review of the Assets. In addition to these general
conditions, the following specific conditions shall be satisfied prior to
entering into the Collaboration under the definitive documents:

              (i) no action or proceeding against Exposure or its Assets shall
have been instituted before a court or other governmental body, or shall have
been threatened which, if successful, will prohibit the consummation or require
substantial rescission of the transactions contemplated by this Agreement;

       4505 South Wasatch Boulevard, Suite 370, Salt Lake City, Utah 84124
                       801.424.2999 phone 801.424.2992 fax
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Exposure International, LLC
Page 2


              (ii) The Chapter 7 Trustee for Mancala, Inc. shall approve the
sale of certain software components used to create the Assets to Exposure
International Direct Marketing Systems, Inc.;

              (iii) Each of the parties hereto shall have taken all corporate
and shareholder action necessary to authorize and consummate the transactions
contemplated by this Agreement;

         5. Costs. Each party shall bear its own costs associated with the
transactions and due diligence contemplated hereby.

         6. Closing. It is intended that the closing of the purchase of the
Assets shall, subject to satisfaction of the conditions referred to above, take
place on or about December 31, 2001 or such later date as may be required to
obtain the Trustee's approval in 4(ii) above (the "Closing Date"). The parties
agree that they will act in good faith and use their best efforts to proceed
with this Agreement, and to complete and satisfy all requisite conditions to the
consummation of the transactions contemplated herein.

         7. Announcements. The parties shall cooperate in any public
announcements of the proposed acquisition and no public announcement of the
proposed transaction shall be made until this Agreement has been approved by the
respective boards of directors of Category 5 and Exposure.

         If the above accurately sets forth our intentions, please execute and
return a copy of this letter.

                                                   Very truly yours,

                                                   CATEGORY 5 TECHNOLOGIES, INC.

                                                   By: _________________________
                                                   Name:
                                                   Title:
As Agreed:

EXPOSURE INTERNATIONAL DIRECT MARKETING SYSTEMS, INC.


By: ______________________________
Name:
Title:

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