MERGER AGREEMENT AND

                             PLAN OF REORGANIZATION

                             PURSUANT TO SECTION 368

                          OF THE INTERNAL REVENUE CODE

                                      AMONG

                   CLASSICS INTERNATIONAL ENTERTAINMENT, INC.,

                        CLASSICS ACQUISITION CORP., INC.

                                       AND

                                   IBP, INC.,

                                  CAREY LOTZER

                                       AND

                                 MICHAEL STEELE




<PAGE>



                                TABLE OF CONTENTS

                                                                            PAGE

1  DEFINITIONS.................................................................1
2  BASIC TRANSACTION...........................................................6
   (A) THE MERGER..............................................................6
   (B) THE CLOSING.............................................................6
   (C) MERGER CONSIDERATION ...................................................6
   (D) ACTIONS AT THE CLOSING..................................................7
   (E) EFFECT OF MERGER........................................................7
3  REPRESENTATIONS AND WARRANTIES OF CLASSICS AND CLASSICS ACQUISITION.........9
   (A) ORGANIZATION, QUALIFICATION AND CORPORATE...............................9
   (B) AUTHORIZATION OF TRANSACTION............................................9
   (C) NONCONTRAVENTION.......................................................10
   (D) BROKERS' FEES..........................................................10
   (E) CAPITALIZATION.........................................................10
   (F) DUE AUTHORIZATION OF CLASSICS SHARES...................................11
   (G) ACQUISITION OF IBP SHARES FOR INVESTMENT...............................11
   (H) CERTAIN MATTERS RELATING TO IBP........................................11
   (I) FINANCIAL STATEMENTS...................................................11
   (J) UNDISCLOSED LIABILITIES................................................11
   (K) LEGAL COMPLIANCE.......................................................12
   (L) TAX MATTERS............................................................12
   (M) LITIGATION.............................................................13
   (N) EVENTS SUBSEQUENT TO FINANCIAL STATEMENTS..............................13
   (O) INTELLECTUAL PROPERTY..................................................14
   (P) NOTES AND ACCOUNTS RECEIVABLE..........................................14
   (Q) CONTRACTS..............................................................14
   (R) DISCLOSURE.............................................................15
   (S) FILINGS WITH THE SEC...................................................16
4  REPRESENTATIONS AND WARRANTIES OF IBP......................................16
   (A) ORGANIZATION, QUALIFICATION, AND CORPORATE POWER(A) ORGANIZATION,
   QUALIFICATION, AND CORPORATE POWER.........................................16
   (B) CAPITALIZATION.........................................................16
   (C) AUTHORIZATION OF TRANSACTION...........................................16
   (D) NONCONTRAVENTION.......................................................17
   (E) REVENUE; OPERATIONS; ABILITY TO PREPARE FINANCIAL STATEMENTS...........17
   (F) SELLERS' OWNERSHIP OF SHARES AND INVESTMENT REPRESENTATION.............17
   (G) STOCK LEGENDS..........................................................18
   (H) EVENTS SUBSEQUENT TO FORMATION OF IBP..................................18
   (I) BROKERS' FEES..........................................................19
   (J) UNDISCLOSED LIABILITIES................................................20



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<PAGE>



   (K)  TAX MATTERS...........................................................20
   (L) WARRANTIES.............................................................20
   (M) REAL PROPERTY..........................................................20
   (N) INTELLECTUAL PROPERTY..................................................21
   (O) CONTRACTS..............................................................21
   (P) NOTES AND ACCOUNTS RECEIVABLE..........................................22
   (Q) POWERS OF ATTORNEY.....................................................22
   (R) LITIGATION.............................................................23
   (S) EMPLOYEE BENEFITS......................................................23
   (T) GUARANTIES.............................................................23
   (U) SUBSIDIARIES...........................................................23
   (V) LEGAL COMPLIANCE.......................................................23
   (W) INSURANCE..............................................................23
   (X) DISCLOSURE.............................................................23
5  PRE-CLOSING COVENANTS......................................................23
   (A) GENERAL................................................................23
   (B) NOTICES AND CONSENTS...................................................23
   (C) OPERATION OF BUSINESS..................................................24
   (D) PRESERVATION OF BUSINESS...............................................24
   (E) FULL ACCESS, AUDIT.....................................................24
   (F) NOTICE OF DEVELOPMENTS.................................................24
   (G) EXCLUSIVITY............................................................24
   (H) APPROVAL...............................................................25
6  CONDITIONS TO OBLIGATION TO CLOSE..........................................25
   (A) GENERAL CONDITIONS.....................................................25
   (B) CONDITIONS TO OBLIGATION OF CLASSICS...................................25
   (C) CONDITIONS TO OBLIGATION OF IBP........................................27
7  REMEDIES FOR BREACHES OF THIS AGREEMENT....................................29
   (A) SURVIVAL OF REPRESENTATIONS AND WARRANTIES.............................29
   (B) INDEMNIFICATION PROVISIONS FOR BENEFIT OF CLASSICS.....................29
   (C) INDEMNIFICATION PROVISIONS FOR BENEFIT OF THE SELLERS..................29
   (D) MATTERS INVOLVING THIRD PARTIES(D) MATTERS INVOLVING THIRD PARTIES.....30
   (E) OTHER INDEMNIFICATION PROVISIONS.......................................31
8  COVENANTS, CONFIDENTIALITY.................................................31
9  TERMINATION................................................................32
   (A) TERMINATION OF AGREEMENT...............................................32
   (B) EFFECT OF TERMINATION..................................................33
   (C) EXTENSION; WAIVER......................................................33
10 GUARANTEE..................................................................33
11 Miscellaneous..............................................................33
   (A) TAX FILINGS............................................................33
   (B) PRESS RELEASES AND PUBLIC ANNOUNCEMENTS................................33



                                      -iii-


<PAGE>



   (C) NO THIRD-PARTY BENEFICIARIES...........................................33
   (D) ENTIRE AGREEMENT.......................................................34
   (E) SUCCESSION AND ASSIGNMENT..............................................34
   (F) COUNTERPARTS...........................................................34
   (G) HEADINGS...............................................................34
   (H) NOTICES................................................................34
   (I) GOVERNING LAW..........................................................35
   (J) JURISDICTION AND VENUE.................................................35
   (K) AMENDMENTS.............................................................35
   (L) SEVERABILITY...........................................................35
   (M) EXPENSES...............................................................35
   (N) CONSTRUCTION...........................................................35
   (O) INCORPORATION OF EXHIBITS AND SCHEDULES................................36
   (P) AGREEMENT REGARDING POOLING ACCOUNTING TREATMENT.......................36

Exhibit A                  Sellers' Percentages
Exhibit B                  Classics' Financial Statements
Exhibit C                  IBP's Financial Statements
Exhibit D                  Opinion of Counsel
Schedule 3(e)              Capitalization
Schedule 3(n)              Events Subsequent to Financial Statements
Schedule 3(o)              Classics' Intellectual Property
Schedule 4(f)              Sellers' Ownership of Shares
Schedule 4(h)              Events Subsequent to Most Recent Fiscal Quarter
Schedule 4(j)              Undisclosed Liabilities
Schedule 4(n)              IBP Intellectual Property
Schedule 4(q)              Litigation



                                      -iv-


<PAGE>



                                MERGER AGREEMENT

         This MERGER AGREEMENT (this "Agreement") is entered into as of December
30, 1999,  by and among  CLASSICS  INTERNATIONAL  ENTERTAINMENT,  INC., a Nevada
corporation   ("Classics"),   CLASSICS   ACQUISITION  CORP.,  INC.,  a  Delaware
corporation and wholly-owned  subsidiary of Classics  ("Classics  Acquisition"),
IBP INC., a Nevada corporation ("IBP"),  MICHAEL STEELE,  ("Steele"),  and CAREY
LOTZER,  ("Lotzer,"  and together with "Steele"  referred to as the  "Sellers").
Classics,  Classics  Acquisition,  IBP and  Sellers  are  sometimes  referred to
collectively herein as the "Parties."

                                    RECITALS

         WHEREAS,  the Sellers own all of the issued and  outstanding  shares of
common stock, $.001par value per share, of IBP (the "IBP Common Stock");

         WHEREAS,  Classics is desirous of acquiring all of the IBP Common Stock
through a reverse  subsidiary  merger of newly formed Classics  Acquisition with
and into IBP, the result of which IBP shall become a wholly-owned  subsidiary of
Classics;

         WHEREAS,  the Parties  intend the  transaction to qualify as a tax free
merger  pursuant to Section 368 of the Internal  Revenue Code and also intend to
utilize the "pooling method" under GAAP (as defined below) for the transaction;

         WHEREAS, the  Parties  desire  to  enter  into  this  Agreement  and to
consummate the transactions contemplated hereby;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
promises herein made, and in consideration of the  representations,  warranties,
and covenants herein contained,  and for other good and valuable  consideration,
the Parties agree as follows.

1.       DEFINITIONS

         "ADVERSE CONSEQUENCES" means all actions, suits, proceedings, hearings,
investigations,  charges, complaints,  claims, demands, injunctions,  judgments,
orders, decrees, rulings,  damages, dues, penalties,  fines, costs, amounts paid
in settlement,  Liabilities,  obligations,  Taxes, liens, losses,  expenses, and
fees, including court costs and reasonable attorneys' fees and expenses.

         "AFFILIATE"  has the meaning set forth in Rule 12-2 of the  regulations
promulgated under the Securities Exchange Act.

         "ANNIVERSARY DATE"  means  the  one  (1)  year  anniversary of the date
hereof.

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         "AVERAGE CLOSING PRICE ON THE ANNIVERSARY  DATE"  has  the  meaning set
forth in Section 2(c).

         "BASIS"  means  any  past or  present  fact,  situation,  circumstance,
status,  condition,  activity,  practice,  plan,  occurrence,  event,  incident,
action,  failure to act, or  transaction  that forms or could form the basis for
any specified consequence.

         "CLASSICS" has the meaning set forth in the preface above.

         "CLASSICS  SHARES"  means shares of common  stock,  par value $.001 per
share, of Classics.

         "CLASSICS ACQUISITION" HAS THE MEANING SET FORTH IN THE PREFACE ABOVE.

         "CLASSICS  ACQUISITION  COMMON STOCK" means shares of common stock, par
value [$.001] per share of Classics Acquisition.

         "CLOSING" has the meaning set forth in Section 2(b) below.

         "CLOSING DATE" has the meaning set forth in Section 2(b) below.

         "CODE" means the Internal Revenue Code of 1986, as amended.

         "DISCLOSURE SCHEDULES" means the Disclosure Schedules to this Agreement
annexed hereto (and subsequently supplemented and amended) which are approved by
such other  party (with  reservation  of all rights with  respect  thereto)  and
incorporated  by reference  to the Section of this  Agreement to which each such
schedule relates.  The disclosure of an item in a Disclosure Schedule or under a
heading in a Disclosure  Schedule  corresponding  to that particular  section or
subsection  of this  Agreement  shall not be deemed a  disclosure  under (i) any
other item of such Disclosure Schedule,  (ii) any other Disclosure Schedules, or
(iii) any other section or subsection thereof. In the event of any inconsistency
between the statements in the body of this Agreement and those in the Disclosure
Schedules  hereto  (other than an exception  expressly  set forth as such in the
schedules in relation to a specifically identified  representation or warranty),
those in this Agreement shall control.

         "EMPLOYEE   BENEFIT   PLAN"   means  any  (a)   nonqualified   deferred
compensation  or retirement  plan or  arrangement  which is an Employee  Pension
Benefit Plan, (b) qualified defined contribution  retirement plan or arrangement
which is an  Employee  Pension  Benefit  Plan,  (c)  qualified  defined  benefit
retirement  plan or  arrangement  which  is an  Employee  Pension  Benefit  Plan
(including any  Multiemployer  Plan),  or (d) Employee  Welfare  Benefit Plan or
material fringe benefit plan or program.

         "EMPLOYEE PENSION BENEFIT PLAN" has the meaning set forth in ERISA Sec.
3(2).


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<PAGE>



         "EMPLOYEE WELFARE BENEFIT PLAN" has the meaning set forth in ERISA Sec.
3(1).

         "EMPLOYMENT  AGREEMENTS" means the employment  agreements to be entered
into among Classics, IBP, Michael Steele and Carey Lotzer concurrently with this
Agreement at the Closing.

         "ENVIRONMENTAL,  HEALTH,  AND  SAFETY  LAWS"  means  the  Comprehensive
Environmental  Response,  Compensation  and Liability Act of 1980,  the Resource
Conservation  and Recovery Act of 1976, and the  Occupational  Safety and Health
Act of 1970,  each as amended,  together with all other laws  (including  rules,
regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and
charges  thereunder) of federal,  state, local, and foreign governments (and all
agencies thereof) concerning pollution or protection of the environment,  public
health and safety,  or employee  health and safety,  including  laws relating to
emissions,   discharges,   releases,   or  threatened  releases  of  pollutants,
contaminants, or chemical,  industrial,  hazardous, or toxic materials or wastes
into ambient air, surface water, ground water, or lands or otherwise relating to
the manufacture,  processing,  distribution,  use, treatment, storage, disposal,
transport,  or handling of pollutants,  contaminants,  or chemical,  industrial,
hazardous, or toxic materials or wastes.

         "ERISA"  means  the Employee Retirement Income Security Act of 1974, as
amended.

         "FINANCIAL STATEMENTS" has the meaning set forth in Section 4(e) below.

         "GAAP" means United States generally accepted accounting  principles as
in effect from time to time.

         "GOVERNMENTAL BODY" means any court or any federal, state, municipal or
other governmental department,  commission,  board, bureau, agency, authority or
instrumentality, domestic or foreign.

         "IBP" has the meaning set forth in the preface above.

         "IBP COMMON STOCK" has the meaning set forth in the recitals above.

         "INDEMNIFIED PARTY" has the meaning set forth in Section 8(d) below.

         "INDEMNIFYING PARTY" has the meaning set forth in Section 8(d) below.

         "INTELLECTUAL PROPERTY" means (a) all inventions (whether patentable or
unpatentable and whether or not reduced to practice),  all improvements thereto,
and all patents, patent applications, and patent disclosures,  together with all
reissuances,  continuations,  continuations- in-part, revisions, extensions, and
reexaminations  thereof, (b) all trademarks,  service marks, trade dress, logos,
trade names, and corporate names,  together with all translations,  adaptations,
derivations,  and  combinations  thereof and including  all goodwill  associated
therewith, and all applications,


                                        3


<PAGE>



registrations,  and  renewals in  connection  therewith,  (c) all  copyrightable
works,  all copyrights,  and all  applications,  registrations,  and renewals in
connection  therewith,  (d) all mask works and all applications,  registrations,
and renewals in connection  therewith,  (e) all trade  secrets and  confidential
business  information  (including  ideas,  research and  development,  know-how,
formulas,  compositions,  manufacturing and production processes and techniques,
technical data, designs, drawings, specifications,  customer and supplier lists,
pricing and cost  information,  and business and marketing plans and proposals),
(f) all computer software  (including data and related  documentation),  (g) all
other proprietary  rights, and (h) all copies and tangible  embodiments  thereof
(in  whatever  form or  medium).  With  respect  to IBP,  the term  Intellectual
Property  shall  include  all of  the  foregoing  related  to  digital  workflow
processing and data compression.

         "KNOWLEDGE" means actual knowledge after reasonable investigation.

         "LIABILITY"  OR  "LIABILITIES"  means any liability  (whether  known or
unknown, whether asserted or unasserted, whether absolute or contingent, whether
accrued or unaccrued, whether liquidated or unliquidated,  and whether due or to
become due), including any liability for Taxes.

         "LIEN" means any  mortgage,  pledge,  security  interest,  encumbrance,
lien, claim, or charge of any kind.

         "MATERIAL" means any act, occurrence or event which results in, or will
result in, with the passage of time,  the payment of, or incurrence of Liability
in the sum of $20,000 individually or $50,000 in the aggregate.

         "MATERIAL ADVERSE EFFECT" OR "MATERIAL ADVERSE CHANGE" means any change
or effect  that is, or is  reasonably  likely to be,  materially  adverse to the
business,  financial  condition,  assets,  liabilities,  prospects or results of
operations of a Person.

         "MERGER" has the meaning set forth in Section 2(a) below.

         "MERGER CONSIDERATION" has the meaning set forth in Section 2(c) below.

         "MOST RECENT FINANCIAL STATEMENTS" has the meaning set forth in Section
4(e) below.

         "MULTIEMPLOYER PLAN" has the meaning set forth in ERISA Sec. 3(37).

         "OPERATIVE  DOCUMENTS"  means all agreements,  instruments,  documents,
schedules,  exhibits and certificates  executed and delivered by or on behalf of
Sellers,  Classics,  Classics  Acquisition  and  IBP at or  before  the  Closing
pursuant to this Agreement.

         "ORDER" means any order, writ, injunction,  decree,  judgment, award or
determination of any Governmental Body.


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<PAGE>



         "ORDINARY  COURSE OF BUSINESS"  means the  ordinary  course of business
consistent with past custom and practice (including with respect to quantity and
frequency).

         "PARTY" has the meaning set forth in the preface above.

         "PERMITS" means all permits, authorizations,  certificates,  approvals,
registrations,  variances, exemptions,  rights-of-way,  franchises,  privileges,
immunities,  grants,  ordinances,  licenses  and other  rights of every kind and
character (a) under any (1) federal, state, local or foreign statute,  ordinance
or  regulation,  (2) Order or (3)  contract  with any  Governmental  Body or (b)
granted by any Governmental Body.

         "PERSON"  means  an  individual,  a  partnership,  a  corporation,   an
association,  a joint stock company, a trust, a joint venture, an unincorporated
organization, or a governmental entity (or any department,  agency, or political
subdivision thereof).

         "PROCEEDING"  means  any  action,   Order,  claim,  suit,   proceeding,
litigation, investigation, inquiry, review or notice.

         "PUBLIC REPORTS" has the meaning set forth in Section 3(f).

         "PURCHASE PRICE" has the meaning set forth in Section 2(c) below.

         "PURCHASE PRICE ADJUSTMENT PERIOD" means the period beginning as of the
date of the Closing and ending on the Anniversary Date.

         "REQUISITE CORPORATE APPROVAL"has the meaning set forth in Section 5(i)

         "SEC" means the Securities and Exchange Commission.

         "SECURITIES ACT" means the Securities Act of 1933, as amended.

         "SECURITIES EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

         "SECURITY  INTEREST"  means any mortgage,  pledge,  lien,  encumbrance,
charge, or other security  interest,  other than (a) mechanic's,  materialmen's,
and similar liens, (b) liens for Taxes not yet due and payable or for Taxes that
the taxpayer is contesting in good faith through  appropriate  proceedings,  (c)
purchase  money liens and liens  securing  rental  payments  under capital lease
arrangements, and (d) other liens arising in the Ordinary Course of Business and
not incurred in connection with the borrowing of money.

         "SELLERS" has the meaning set forth in the preface above.


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<PAGE>



         "SUBSIDIARY"  means any  corporation  with respect to which a specified
Person (or a Subsidiary  thereof) owns a majority of the common stock or has the
power to vote or direct the voting of sufficient  securities to elect a majority
of the directors.

         "TAX"  means any  federal,  state,  local,  or  foreign  income,  gross
receipts,  license, payroll,  employment,  excise, severance, stamp, occupation,
premium, windfall profits,  environmental (including taxes under Code Sec. 59A),
customs duties, capital stock, franchise, profits, withholding,  social security
(or similar), unemployment, disability, real property, personal property, sales,
use,  transfer,  registration,  value  added,  alternative  or  add-on  minimum,
estimated, or other tax of any kind whatsoever, including any interest, penalty,
or addition thereto, whether disputed or not.

         "TAX RETURN" means any return,  declaration,  report, claim for refund,
or information return or statement relating to Taxes,  including any schedule or
attachment thereto, and including any amendment thereof.

         "THIRD PARTY CLAIM" has the meaning set forth in Section 7(d) below.

2.       BASIC TRANSACTION

         (a) The  Merger.  On and  subject to the terms and  conditions  of this
Agreement,  Classics  Acquisition will merge with and into IBP (the "Merger") at
the Effective Time  (hereinafter  defined).  The separate  existence of Classics
Acquisition shall thereupon cease, and IBP, as the surviving  corporation in the
Merger (the  "Surviving  Corporation"),  shall continue its corporate  existence
under the laws of the State of Nevada under the name of IBP, Inc.

         (B) THE CLOSING.  The closing of the transactions  contemplated by this
Agreement  (the  "CLOSING")  shall  take  place  by fax and  overnight  courier,
commencing at 10:00 a.m.  local time on December 30, 1999 or such other place or
date as the Parties may mutually determine (the "Closing Date").

         (C) MERGER CONSIDERATION

                  (I) PRELIMINARY PURCHASE PRICE: The preliminary purchase price
         to be  paid by  Classics  (the  "Preliminary  Purchase  Price")  to the
         Sellers for the IBP Common  Stock shall be an  aggregate  of  3,490,000
         shares of Classics' Shares to be issued to the Sellers  proportionately
         in  accordance  with  the  percentages  set  forth  in  Exhibit  A (the
         "Preliminary  Purchase Price"). The Preliminary Purchase Price shall be
         subject  to  post-Closing  adjustment  as set  forth  below in  Section
         2(c)(ii).  The number of Classics  Shares set forth above is reflective
         of the proposed .349 for 1 reverse stock split which  Classics  intends
         to complete  prior to  closing.  In the event that the  proposed  stock
         split of .349 to 1 of Classics  is  effective  prior to  Closing,  then
         Sellers shall receive an aggregate of 3,490,000 Classics Shares.


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<PAGE>



                  (II)  ADJUSTMENT TO PRELIMINARY  PURCHASE PRICE: If during the
         Purchase Price Adjustment Period, the Classics Shares have not obtained
         a per share  price of at least $5 per  share,  as  reported  on the OTC
         Bulletin  Board,  for any twenty (20)  consecutive  trading days during
         such  period,  then the Sellers  shall be entitled to be issued  within
         seven (7) business days of the Anniversary  Date an aggregate amount of
         Classics  Shares as determined as follows  (rounded to the next highest
         whole share): (i) $5,000,000,  less (ii) the product of (a) the Average
         Closing  Price  on  the  Anniversary   Date  for  the  Classics  Shares
         multiplied  by (b) 1,000,000  (post split  figure),  the  difference of
         which  is then  (iii)  divided  by the  Average  Closing  Price  on the
         Anniversary Date.

                  This  additional  amount  of  shares  shall be  issued  to the
         Sellers proportionately in accordance with the percentages set forth in
         Exhibit A. For purposes of this Agreement,  the "Average  Closing Price
         on the  Anniversary  Date" shall mean the average  trading price of the
         Classics  Shares  for  the  twenty  (20)  trading  days  ending  on and
         including the last trading day  immediately  preceding the  Anniversary
         Date; provided,  however, that if fewer than 100,000 shares of Classics
         Shares  have  been  traded in such  twenty  (20) day  period,  then the
         calculation  of the  average  trading  price of Classics  Shares  shall
         include such number of full,  immediately preceding trading days as are
         required to include at least 100,000 shares of Classics  Shares in such
         calculation.  The Preliminary Purchase Price as so adjusted, if at all,
         is referred to herein as the "Purchase Price".

         (D) ACTIONS AT THE  CLOSING.  At the  Closing,  (i) IBP will deliver to
Classics the various  certificates,  instruments,  and documents  referred to in
Section  6(b)  below,  and  (ii)  Classics  will  deliver  to  IBP  the  various
certificates, instruments, and documents referred to in Section 6(c) below.

         (E) EFFECT OF MERGER

                  (I) DIRECTORS  AND OFFICERS OF IBP AND CLASSICS.  The officers
         and directors of IBP after the  Effective  Time  (hereinafter  defined)
         shall be as follows:

         NAME                               TITLE

Edward Sample                               President/Director
Carey Lotzer                                Director
R. Donald Ashley                            Secretary/Director

                  Such  directors  shall  hold  office in  accordance  with this
         Agreement and otherwise  until their  successors have been duly elected
         in accordance with the Certificate of Incorporation and Bylaws of IBP.


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<PAGE>




         The  officers  and  directors  of  Classics  after the  Effective  Time
(hereinafter defined) shall be as follows:

         NAME                         TITLE

Edward Sample                         Chief Executive Officer/Secretary/Director
R. Donald Ashley                      President
Michael Steele                        Director
Richard S. Berger                     Director

                  Such  directors  shall  hold  office in  accordance  with this
         Agreement and otherwise  until their  successors have been duly elected
         in  accordance  with the  Certificate  of  Incorporation  and Bylaws of
         Classics.

                  (II) GENERAL.  The  Certificate  of Merger shall be filed with
         and  recorded  by the  Secretary  of  State  of  the  State  of  Nevada
         concurrently with the Closing, and the Merger shall be effective at the
         time of such filings (the "Effective  Time"). The Merger shall have the
         effect set forth in Section 92A.110 of the Nevada  Corporation Law. The
         Surviving  Corporation  may, at any time after the Effective Time, take
         any action  (including  executing and  delivering  any document) in the
         name and on behalf of either IBP or the Classics  Acquisition  in order
         to carry  out and  effectuate  the  transactions  contemplated  by this
         Agreement.

                  (III)  CERTIFICATE  OF   INCORPORATION.   The  Certificate  of
         Incorporation  of IBP in effect at and as of the  Effective  Time shall
         remain the Certificate of  Incorporation  of the Surviving  Corporation
         without any modification or amendment in the Merger.

                  (IV)  BYLAWS.  The  Bylaws  of IBP in  effect at and as of the
         Effective  Time shall  remain the Bylaws of the  Surviving  Corporation
         without any modification or amendment in the Merger.

                  (V) CONVERSION OF IBP SHARES; PROCEDURE FOR PAYMENT

                           a.   Conversion.   At  Closing,   the  Sellers  shall
         surrender the IBP Common Stock to Classics for exchange,  together with
         a duly executed  letter of transmittal  and such other documents as may
         be  reasonably  required  by  Classics.  Each of the  Sellers  shall be
         entitled to receive in exchange therefor certificates  representing his
         proportion of the  Preliminary  Purchase  Price in accordance  with the
         percentages set forth in Exhibit A. The stock certificates representing
         IBP Common  Stock in the name of the  Sellers so  surrendered  shall be
         canceled.  Until  surrendered as  contemplated  in this Section 2, each
         certificate  for IBP Common  Stock shall be deemed,  from and after the
         Closing,  to represent  only the right to receive upon such surrender a
         certificate representing shares of


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<PAGE>



         Classics. If any certificate for IBP Common Stock shall have been lost,
         stolen or destroyed, Classics may, in its discretion and as a condition
         precedent to the issuance of any  certificates  representing IBP Common
         Stock  require the owner of such lost,  stolen or destroyed  IBP Common
         Stock to provide  an  appropriate  affidavit  and to deliver a bond (in
         such  sum  as  Classics  may  reasonably  direct)  as  indemnity  or an
         indemnity  agreement  reasonably  satisfactory to Classics  against any
         claim that may be made against  Classics or the  Surviving  Corporation
         with respect to such lost or destroyed IBP Common Stock.

                  (VI) CONVERSION OF CAPITAL STOCK OF THE CLASSICS  ACQUISITION.
         At and as of the Effective Time, each share of the Classics Acquisition
         Common Stock shall be converted into 100 shares of IBP Common Stock.

                  (VII)  CLOSING OF IBP STOCK  RECORD  BOOKS.  Effective  at the
         Closing, all stock record books of IBP shall be closed and no transfers
         or  issuances  of capital  stock of IBP shall be  allowed.  The Sellers
         listed  in  Exhibit A shall be the only  persons  entitled  to  receive
         Classics  Shares based on the Preliminary  Purchase  Price,  which list
         shall include the name,  address,  social security number and number of
         Classics  Shares to be  received.  Classics  shall be  entitled to rely
         solely  upon the list  delivered  pursuant  hereto,  and shall  have no
         obligation  to issue any Classics  Shares to any person or entity whose
         name does not appear on the list.

3.       REPRESENTATIONS AND WARRANTIES OF CLASSICS AND CLASSICS ACQUISITION

         Classics and Classics  Acquisition  jointly and severally represent and
warrant to IBP that the  statements  contained in this Section 3 are correct and
complete as of the date of this  Agreement  and will be correct and  complete in
all material  respects as of the Closing Date (as though made then and as though
the Closing Date were substituted for the date of this Agreement throughout this
Section 3), except as set forth in the Disclosure  Schedules  accompanying  this
Agreement.

         (A) ORGANIZATION,  QUALIFICATION  AND CORPORATE.  Classics and Classics
Acquisition are duly  incorporated,  validly existing and in good standing under
the laws of the  state of their  incorporation,  with all  requisite  power  and
authority to own,  lease,  license,  and use their  properties and assets and to
carry out the  business in which they are  engaged,  except where the failure to
have  or be any of the  foregoing  may not  necessarily  be  expected  to have a
Material Adverse Effect. Classics and Classics Acquisition are duly qualified to
transact  the  business in which they are engaged and are in good  standing as a
foreign  corporation  in every  jurisdiction  in which its  ownership,  leasing,
licensing or use of property or assets or the conduct of its business  make such
qualification necessary,  except where the failure to be so qualified may not be
expected to have a Material Adverse Effect.

         (B)  AUTHORIZATION  OF TRANSACTION.  Classics and Classics  Acquisition
have full power and authority  (including full corporate power and authority) to
execute, deliver and perform this


                                        9


<PAGE>



Agreement (including, without limitation, execution, delivery and performance of
the  Operative  Documents to which each of them is a party) and to perform their
obligations thereunder. This Agreement constitutes the valid and legally binding
obligation of Classics and Classics Acquisition,  enforceable in accordance with
its terms and  conditions  except as  enforcement  may be limited by bankruptcy,
insolvency,  reorganization,  arrangement,  fraudulent  conveyance  or transfer,
moratorium  or other  laws or court  decisions,  now or  hereinafter  in effect,
relating to or affecting the rights of creditors generally and as may be limited
by  general  principles  of  equity  and  the  discretion  of the  court  having
jurisdiction in an enforcement action (regardless of whether such enforceability
is  considered  in a  proceeding  in equity or at law).  Classics  and  Classics
Acquisition  need not give any notice to,  make any filing  with,  or obtain any
authorization,  consent, or approval of any government or governmental agency in
order to consummate the transactions contemplated by this Agreement.

         (C)  NONCONTRAVENTION.  Neither the  execution and the delivery of this
Agreement,  nor the consummation of the transactions  contemplated  hereby, will
(A) violate any constitution,  statute, regulation, rule, injunction,  judgment,
order, decree,  ruling, Permit, charge, or other restriction of any Governmental
Body to which  Classics is subject or any  provision of its charter or bylaws or
(B) conflict with, result in a breach of, constitute a default under,  result in
the  acceleration  of, create in any party the right to  accelerate,  terminate,
modify, or cancel, or require any notice under any agreement,  contract,  lease,
license, instrument, or other arrangement to which each of Classics and Classics
Acquisition  is a party or by which it is bound or to which any of its assets is
subject (or result in the  imposition  of any Security  Interest upon any of its
assets), except where the violation,  conflict,  breach, default,  acceleration,
termination,  modification,  cancellation,  failure to give notice,  or Security
Interest  would not have a Material  Adverse  Effect or deny the  ability of the
Parties to consummate the transactions contemplated by this Agreement.  Classics
and  Classics  Acquisition  do not need to give any notice  to,  make any filing
with, or obtain any authorization, consent, or approval of any Governmental Body
in order for the Parties to consummate  the  transactions  contemplated  by this
Agreement  except  where the failure to give notice,  to file,  or to obtain any
authorization,  consent, or approval would not have a Material Adverse Effect or
deny the ability of the Parties to consummate the  transactions  contemplated by
this Agreement.

         (D) BROKERS' FEES. Classics and Classics  Acquisition have no Liability
or obligation to pay any fees or  commissions  to any broker,  finder,  or agent
with respect to the  transactions  contemplated  by this Agreement for which IBP
could become liable or obligated.

         (E)  CAPITALIZATION.  The entire  authorized  capital stock of Classics
consists of 35,000,000  shares,  of which (i) 30,000,000  are designated  Common
Stock,  par  value  $.001  per  share and of which  15,378,916  are  issued  and
outstanding and (ii) 5,000,000 are designated  Preferred  Stock, par value $.001
per share,  of which none are  outstanding,  as of December 1, 1999.  All of the
issued and outstanding shares of Classics Common Stock have been duly authorized
and are validly issued,  fully paid, and nonassessable.  As of December 1, 1999,
there were an aggregate of 4,385,214  outstanding  options,  warrants,  purchase
rights, subscription rights, conversion


                                       10


<PAGE>



rights,  exchange  rights,  or other contracts or commitments that could require
Classics to issue,  sell, or otherwise  cause to become  outstanding  any of its
capital  stock.  There are no  outstanding  or  authorized  stock  appreciation,
phantom stock, profit participation, or similar rights with respect to Classics,
except as set forth in  Schedule  3(e).  Prior to Closing,  Classics  intends to
complete:  (i) a reverse stock split of .349 for 1 per share of Common Stock and
(ii) increase its authorized Common Stock to 100,000,000 shares.

         (F) DUE  AUTHORIZATION  OF CLASSICS SHARES.  The Classics Shares,  upon
delivery at the Closing,  will be validly issued,  fully paid and  nonassessable
and will not be  issued  in  violation  of any  preemptive  or other  rights  of
stockholders, and will be delivered free and clear of all Liens.

         (G) ACQUISITION OF IBP SHARES FOR INVESTMENT. Classics is not acquiring
the IBP Shares with a view to or for sale in  connection  with any  distribution
thereof within the meaning of the Securities Act.

         (H) CERTAIN MATTERS  RELATING TO IBP.  Following the Merger,  it is the
present intention of Classics to continue at least one significant business line
of IBP or to use at  least a  significant  portion  of IBP's  historic  business
assets in a business,  in each case  within the meaning of Treasury  Regulations
1.368-1(d). Following the Merger, Classics has no plan or intention to liquidate
IBP;  to  merge  IBP with and into  another  corporation;  to sell or  otherwise
dispose of the stock of IBP; or to cause IBP to sell or otherwise dispose of any
of the  assets  of IBP,  whether  or not  acquired  in the  Merger,  except  for
dispositions  made in the ordinary course of business or transfers  described in
Section  368(a)(2)(C)  of the IRC.  Following  the  Merger,  IBP has no  present
intention to issue additional  shares of its stock that would result in Classics
losing control of IBP within the meaning of Section 368(c) of the IRC.

         (I)  FINANCIAL  STATEMENTS.  Attached  hereto  as  Exhibit  B  are  the
following financial statements  (collectively the "Financial  Statements"):  (i)
audited balance sheets and statements of operations,  stockholders'  deficit and
cash flows as of December 31, 1998 (the "Most Recent Audited  Financials");  and
(ii)  unaudited  balance  sheets and statements of income as of the period ended
September  30, 1999 for  Classics  ("Most  Recent  Financial  Statements").  The
Financial  Statements  (including  the  notes  thereto)  have been  prepared  in
accordance  with GAAP  applied on a  consistent  basis  throughout  the  periods
covered thereby,  present fairly the financial  condition of Classics as of such
dates and the results of operations  of Classics for such  periods,  are correct
and complete,  and are consistent with the books and records for Classics (which
books and RECORDS ARE CORRECT AND COMPLETE);  PROVIDED,  HOWEVER,  that the Most
Recent Financial  Statements are subject to normal year-end  adjustments  (which
will not be Material  individually  or in the  aggregate) and lack footnotes and
other presentation items.

         (J) UNDISCLOSED LIABILITIES. Other than as set forth on Section 3(j) of
the Disclosure  Schedule,  to its Knowledge,  Classics has no Material Liability
(and  there is no Basis for any  present  or future  action,  suit,  proceeding,
hearing, investigation,  charge, complaint, claim, or demand against any of them
giving rise to any Liability), except for (i) Liabilities set forth on the


                                       11


<PAGE>



face of the Most Recent  Financial  Statements  or entered  into in the Ordinary
Course of  Business  or  expressly  approved  by IBP prior to  Closing  and (ii)
Liabilities  no more than thirty (30) days past due which have arisen  after the
date of the Most Recent  Financial  Statement in the Ordinary Course of Business
(none of which results from,  arises out of, relates to, is in the nature of, or
was caused by any breach of contract, breach of warranty, tort, infringement, or
violation of law).

         (K) LEGAL  COMPLIANCE.  Each of Classics and Classics  Acquisition  has
complied in all Material  respects with all applicable  laws  (including  rules,
regulations,  codes, plans,  injunctions,  judgments,  orders, decrees, rulings,
Permits  and  charges   thereunder)  of  federal,   state,  local,  and  foreign
governments  (and all  agencies  thereof)  except  where to failure to so comply
would not have a Material  Adverse Effect and to its Knowledge no action,  suit,
proceeding, hearing, investigation,  charge, complaint, claim, demand, or notice
has been filed or  commenced  against  any of them  alleging  any  failure so to
comply,  nor  pending,  to its  knowledge,  threatened  against,  relating to or
affecting Classics and Classics Acquisition.

         (L)  TAX MATTERS

         All Taxes that are due and  payable by each of  Classics  and  Classics
Acquisition,  other than those  presently  payable  without penalty or interest,
have been timely paid, and each of Classics and Classics  Acquisition has timely
filed (and, through the Closing Date, will timely file) all Tax Returns required
by law to be filed by them. All such Tax Returns are true,  complete and correct
in  all  material  respects  with  regard  to  each  of  Classics  and  Classics
Acquisition for the periods covered thereby.  Classics and Classics  Acquisition
are not  delinquent  in the  payment  of any  Tax.  There  is no Tax  deficiency
asserted against either Classics or Classics Acquisition, and there is no unpaid
assessment,  proposal for  additional  Taxes,  deficiency or  delinquency in the
payment of any of the Taxes of either  Classics or Classics  Acquisition  or any
violation of any Tax law that could be asserted by any taxing  authority.  There
are no Tax Liens upon any  properties  or assets of either  Classics or Classics
Acquisition  nor has notice been given of any event which could lead to any such
Lien. No Internal  Revenue  Service,  state or local,  audit,  investigation  or
Proceeding of either Classics or Classics  Acquisition is pending or Threatened,
and the results of any completed audits are properly  reflected in the Financial
Statements.  Classics and Classics Acquisition have not granted any extension to
any taxing authority of the limitation period during which any Tax Liability may
be asserted.  Classics and Classics Acquisition have not committed any violation
of any Tax laws.  All monies  required  for the payment of Taxes not yet due and
payable  with  respect  to the  operations  of each  of  Classics  and  Classics
Acquisition through and including the Closing Date have been approved,  reserved
against and entered upon the books and Financial Statements. All monies required
to be withheld by each of Classics and Classics  Acquisition from employees,  if
any, independent  contractors,  or others or collected from customers for income
taxes,  social security and unemployment  insurance taxes and sales,  excise and
use taxes,  and the portion of any such taxes to be paid by each of Classics and
Classics Acquisition to governmental  agencies or set aside in accounts for such
purpose  have been  approved,  reserved  against and entered  upon the books and
Financial Statements.


                                       12


<PAGE>



         (M) LITIGATION

         Except as set forth on Schedule 3M,  Classics and Classics  Acquisition
are not subject to any outstanding injunction,  judgment, order, decree, ruling,
or  charge  and is not a party to any  action,  suit,  proceeding,  hearing,  or
investigation  of, in, or before any court or  quasi-judicial  or administrative
agency of any  federal,  state,  local,  or foreign  jurisdiction  or before any
arbitrator.

         (N) EVENTS  SUBSEQUENT TO FINANCIAL  STATEMENTS.  Since the date of the
Financial  Statements,  there has not been any  Material  Adverse  Change in the
operations of business of Classics.

Without limiting the generality of the foregoing, since that date:

                  i.   Classics  has  not incurred, or assumed or become subject
         to, whether directly or by way of guarantee, any Material Liability;

                  ii.  Classics has not imposed any Material  Security  Interest
         upon any of its assets, tangible or intangible;

                  iii. Classics has not made any capital  expenditure (or series
         of related capital expenditures) involving more than $50,000;

                  iv.  Classics  has not  issued any note,  bond,  or other debt
         security or created, incurred,  assumed, or guaranteed any indebtedness
         for borrowed money or capitalized lease obligation;

                  v.  There  has  been  no  change  made  or  authorized  in the
         certificate of incorporation or bylaws of Classics;

                  vi.  Classics  has  not  entered  into  any  written  or  oral
         employment contract or collective bargaining agreement, or modified the
         terms of any existing  such  contract or agreement and Classics has not
         made any other  change in  employment  terms for any of the  directors,
         officers,  and  employees  of Classics  except as set forth in Schedule
         3(n);

                  vii. Classics has not granted any increase in the compensation
         of any of the directors,  officers, and employees of Classics except as
         set forth in Schedule 3(n);

                  viii.  Classics  has  not  adopted,   amended,   modified,  or
         terminated any bonus,  profit-sharing,  incentive,  severance, or other
         plan, contract,  or commitment for the benefit of any of the directors,
         officers,  and  employees  of  Classics,  or taken any such action with
         respect to any other Employee Benefit Plan;

                  ix. Classics  has  not  permitted  any  of  its  assets  to be
         subjected to any Lien;


                                       13


<PAGE>



                  x.  Classics has not declared or paid any dividend or made any
         distribution on any shares of its capital stock, or redeemed, purchased
         or otherwise  acquired  any shares of its capital  stock or any option,
         warrant or other right to purchase or acquire any shares, except as set
         forth in Schedule 3(n);

                  xi.  Classics has not made any loan to any party other than in
         the Ordinary Course of Business; and

                  xii. Classics has not committed orally or in writing to any of
         the foregoing.

         (O)  INTELLECTUAL PROPERTY

                  (i) Classics owns or has the right to use pursuant to license,
         sublicense, agreement, or permission the tradenames, trademarks, domain
         names listed on the Schedule 3(o).

                  (ii)  To its  knowledge,  Classics  has not  interfered  with,
         infringed upon,  misappropriated,  or otherwise come into conflict with
         any  Intellectual  Property  rights  of third  parties,  and has  never
         received any charge,  complaint,  claim, demand, or notice alleging any
         such  interference,   infringement,   misappropriation,   or  violation
         (including  any claim that  Classics must license or refrain from using
         any Intellectual  Property rights of any third party). To the knowledge
         of  Classics,  no third  party has  interfered  with,  infringed  upon,
         misappropriated,  or otherwise come into conflict with any Intellectual
         Property rights of Classics.

         (P) NOTES AND ACCOUNTS RECEIVABLE. All notes and accounts receivable of
Classics are reflected properly on its books and records,  are valid receivables
subject to  knowledge of Classics to any setoffs or  counterclaims,  are current
and  collectible,  and will be collected in accordance with their terms at their
recorded  amounts,  subject  only to the  reserve for bad debts set forth on the
face of the Financial  Statements (rather than in any notes thereto) as adjusted
for the passage of time  through the Closing  Date in  accordance  with the past
custom and practice of Classics.

         (Q) CONTRACTS. Classics has delivered to IBP a true and correct copy of
the following contracts and other agreements to which Classics is a party:

                  i.  any  agreement  (or  group  of related agreements) for the
         lease  of personal  property to or from any Person  providing for lease
         payments in excess of $10,000 per annum;

                  ii. any  agreement  (or group of related  agreements)  for the
         purchase or sale of raw materials, commodities,  supplies, products, or
         other personal property,  or for the furnishing or receipt of services,
         the  performance  of which will  extend  over a period of more than one
         year, result in a material loss to Classics,  or involve  consideration
         in excess of $20,000;


                                       14


<PAGE>



                  iii.any agreement concerning a partnership or joint venture;

                  iv. any agreement (or group of related agreements) under which
         it has created,  incurred,  assumed, or guaranteed any indebtedness for
         borrowed  money,  or any  capitalized  lease  obligation,  in excess of
         $20,000 or under which it has imposed a Security Interest on any of its
         assets, tangible or intangible;

                  v. any agreement concerning confidentiality or noncompetition;

                  vi. any agreement  with  any  of  the Sellers or, to Classics'
         knowledge, their Affiliates, other than IBP;

                  vii. any profit sharing,  stock option, stock purchase,  stock
         appreciation, deferred compensation,  severance, or other material plan
         or  arrangement  for the  benefit of its  current or former  directors,
         officers, and employees;

                  viii.    any collective bargaining agreement;

                  ix. any  agreement for the  employment of any  individual on a
         full-time,  part-time,  consulting,  or other  basis  providing  annual
         compensation in excess of $30,000 or providing severance benefits;

                  x. any  agreement  under  which it has  advanced or loaned any
         amount to any of its  directors,  officers,  and employees  outside the
         Ordinary Course of Business;

                  xi. any agreement under which the consequences of a default or
         termination could have a Material Adverse Effect; and

                  xii. any other agreement (or group of related  agreements) the
         performance of which involves consideration in excess of $20,000.

         With respect to each such agreement: (A) the agreement is legal, valid,
binding and enforceable against Classics,  and in full force and effect; (B) the
agreement will continue to be legal, valid, binding and enforceable, and in full
force  and  effect  on  identical  terms  following  the   consummation  of  the
transactions contemplated hereby; (C) to its knowledge, no party is in breach or
default,  and no event has  occurred  which  with  notice or lapse of time would
constitute  a  breach  or  default,  or  permit  termination,  modification,  or
acceleration,  under  the  agreement;  and (D) to its  knowledge,  no party  has
repudiated any provision of the agreement.

         (R) DISCLOSURE.  The representations  and warranties  contained in this
Section 3 do not  contain  any untrue  statement  of a material  fact or omit to
state  any  material  fact  necessary  in  order  to  make  the  statements  and
information contained in this Section 3 not misleading.


                                       15


<PAGE>



         (S) FILINGS WITH THE SEC.  Classics  has made all  periodic  reports on
Forms  10KSB or 10QSB with the SEC that it had been  required  to make under the
Securities  Act  and the  Securities  Exchange  Act  (collectively  the  "Public
Reports")  during the 12 month period  preceding the Closing  Date.  None of the
Public Reports, as of their respective dates,  contained any untrue statement of
a  material  fact or  omitted to state a  material  fact  necessary  to make the
statement made therein,  in light of the  circumstances in which they were made,
not  misleading.  Classics has  delivered to IBP a correct and complete  copy of
each Public Report  (together with all schedules and exhibits  thereto) as filed
with the SEC during the last 12 months.

4.       REPRESENTATIONS AND WARRANTIES OF IBP

         IBP represents  and warrants to Classics that the statements  contained
in this Section 4 are correct and  complete in all  material  respects as of the
date of this  Agreement  and will be correct and complete as of the Closing Date
(as though made then and as though the  Closing  Date were  substituted  for the
date of this  Agreement  throughout  this Section 4), except as set forth in the
Disclosure Schedules.

         (A) ORGANIZATION,  QUALIFICATION,  AND CORPORATE POWER(A) ORGANIZATION,
QUALIFICATION,  AND CORPORATE  POWER.  IBP is a corporation  duly  incorporated,
validly  existing,  and in good standing  under the laws of the State of Nevada.
IBP is duly  authorized to conduct  business and is in good  standing  under the
laws of each jurisdiction where such qualification is required, except where the
lack of such  qualification  would not have a Material  Adverse Effect or on the
ability of the  Parties to  consummate  the  transactions  contemplated  by this
Agreement. IBP has full corporate power and authority to carry on the businesses
in which it is engaged and to own and use the  properties  owned and used by it.
IBP does  not own any  capital  stock of any  other  corporation  or any  equity
interest  in any  other  partnership  or  other  entity.  IBP  has  continuously
maintained in effect since the date it commenced business operations all Permits
required to operate its business.

         (B) CAPITALIZATION. The entire authorized capital stock of IBP consists
of 100 shares of IBP Common  Stock par value  $.001 per share,  of which 100 are
issued and  outstanding.  All of the issued and outstanding IBP Common Stock has
been duly  authorized and are validly  issued,  fully paid,  and  nonassessable.
There  are no  outstanding  options,  warrants,  purchase  rights,  subscription
rights,  conversion  rights,  exchange rights, or other contracts or commitments
that could require IBP to issue,  sell, or otherwise cause to become outstanding
any of  its  capital  stock.  There  are  no  outstanding  or  authorized  stock
appreciation,  phantom  stock,  profit  participation,  or similar  rights  with
respect to IBP.

         (C)  AUTHORIZATION  OF TRANSACTION.  IBP and the Sellers each have full
power and authority  (including  full corporate  power and authority) to execute
and deliver this Agreement and to perform its or his obligations hereunder. This
Agreement  constitutes the valid and legally  binding  obligation of each of IBP
and the Sellers,  enforceable in accordance with its terms and conditions except
as  enforcement  may  be  limited  by  bankruptcy,  insolvency,  reorganization,
arrangement,  fraudulent  conveyance  or transfer,  moratorium  or other laws or
court decisions, now or


                                       16


<PAGE>



hereinafter  in  effect,  relating  to or  affecting  the  rights  of  creditors
generally  and as may be  limited  by  general  principles  of  equity  and  the
discretion of the court having jurisdiction in an enforcement action (regardless
of whether such  enforceability  is  considered  in a proceeding in equity or at
law).

         (D)  NONCONTRAVENTION.  Neither the  execution and the delivery of this
Agreement,  nor the consummation of the transactions  contemplated  hereby, will
(i) violate any constitution,  statute, regulation, rule, injunction,  judgment,
order, decree,  ruling, charge, or other restriction of any Governmental Body to
which IBP or any Seller is subject or any  provision of the charter or bylaws of
IBP or (ii) conflict  with,  result in a breach of,  constitute a default under,
result in the  acceleration  of,  create  in any party the right to  accelerate,
terminate,  modify,  or cancel,  or  require  any  notice  under any  agreement,
contract,  lease, license,  instrument, or other arrangement to which IBP or any
of the  Sellers is a party or by which it is bound or to which any of its assets
is subject (or result in the imposition of any Security Interest upon any of its
assets), except where the violation,  conflict,  breach, default,  acceleration,
termination,  modification,  cancellation,  failure to give notice,  or Security
Interest  would not have a Material  Adverse  Effect or deny the  ability of the
Parties to consummate the  transactions  contemplated by this  Agreement.  Other
than in connection with the provisions of the Nevada  Corporation  Law,  neither
IBP nor the Sellers need to give any notice to, make any filing with,  or obtain
any authorization, consent, or approval of any government or governmental agency
in order for the Parties to consummate  the  transactions  contemplated  by this
Agreement  except  where the failure to give notice,  to file,  or to obtain any
authorization,  consent, or approval would not have a Material Adverse Effect or
deny the ability of the Parties to consummate the  transactions  contemplated by
this Agreement.

         (E) REVENUE;  OPERATIONS;  ABILITY TO PREPARE FINANCIAL STATEMENTS.  To
date, IBP has minimal  operations  and has been primarily  engaged in developing
its Intellectual Property. Since the date of its inception, neither IBP, nor any
predecessor-in-interest,  if any, has had any revenues.  To the knowledge of the
Sellers,  the books and  financial  records of IBP may be audited in  accordance
with GAAP.

         (F) SELLERS'  OWNERSHIP OF SHARES AND  INVESTMENT  REPRESENTATION.  The
Sellers (A) understand  that the Classics  Shares have not been, and will 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,  (B) are acquiring the Classics
Shares solely for their own account for investment purposes, and not with a view
to the distribution thereof, (C) will not sell, pledge,  transfer or assigns the
shares  unless  registered  under the Act or an  exemption  therefrom  otherwise
becomes available, (D) are sophisticated investors with knowledge and experience
in business and financial matters and/or "Accredited Investors" as defined under
Rule  501  promulgated  by  the  SEC,  (E)  have  received  certain  information
concerning Classics and has had the opportunity to obtain additional information
as desired in order to evaluate the merits and the risks inherent in holding the
Classics Shares and acknowledges that it has received to its satisfaction,  such
additional information about the business


                                       17


<PAGE>



and financial  condition of Classics as requested,  and (F) are able to bear the
economic risk and lack of liquidity inherent in holding the Classics Shares.

         The Sellers further acknowledges that they are experienced in financial
matters,  including the purchase and sale of securities  and have such knowledge
and experience in business matters so that they are capable of understanding the
nature of this  transaction  and the  substantial  risks  involved in connection
therewith.

         Each Seller holds of record and owns  beneficially the number of shares
of IBP Common Stock set forth next to his name in Schedule 4(f),  free and clear
of  any  restrictions  on  transfer  (other  than  any  restrictions  under  the
Securities Act and state securities laws), Taxes,  Security Interests,  options,
warrants,  purchase  rights,  contracts,  commitments,   equities,  claims,  and
demands.  Neither Seller is a party to any option,  warrant,  purchase right, or
other contract or commitment  that could require such Seller to sell,  transfer,
or otherwise  dispose of any capital  stock of IBP (other than this  Agreement).
Neither  Seller is a party to any voting  trust,  proxy,  or other  agreement or
understanding with respect to the voting of any capital stock of IBP.

         (G) STOCK LEGENDS.  The Sellers  understand that the following  legends
may be placed upon the  certificate(s) of Classics Shares to be delivered to the
Sellers at the Closing:

         "THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
         REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT") OR
         ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE  TRANSFERRED
         IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION STATEMENT UNDER THE ACT OR
         AN  OPINION  OF  COUNSEL   SATISFACTORY   TO  THE  COMPANY   THAT  SUCH
         REGISTRATION IS NOT REQUIRED."

         "THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE ARE SUBJECT TO THE
          TERMS OF A MERGER  AGREEMENT  AND PLAN OF  REORGANIZATION  PURSUANT TO
          SECTION 368 OF THE INTERNAL REVENUE CODE AMONG CLASSICS  INTERNATIONAL
          ENTERTAINMENT,  INC.,  CLASSICS  ACQUISITION,  IBP,  INC.  AND CERTAIN
          STOCKHOLDERS OF IBP INC., DATED DECEMBER 30, 1999."

         (H) EVENTS  SUBSEQUENT  TO  FORMATION  OF IBP,  except as  disclosed in
Schedule 4(h), there has not been any Material Adverse Change.  Without limiting
the  generality  of the  foregoing,  since the date of IBP's  formation,  to the
knowledge of the Sellers:

                  i. IBP has not entered into any agreement, contract, lease, or
         license  (or  series of  related  agreements,  contracts,  leases,  and
         licenses) either involving more than $20,000 individually or $50,000 in
         the aggregate;


                                       18


<PAGE>




                  ii.IBP  has  not granted any Security Interest upon any of its
         assets, tangible or intangible;

                  iii.  IBP has not made any capital  expenditure  (or series of
         related capital expenditures) involving more than $50,000;

                  iv. IBP has not issued any note,  bond, or other debt security
         or created,  incurred,  assumed,  or guaranteed  any  indebtedness  for
         borrowed money or capitalized lease obligation;

                  v.  There  has  been  no  change  made  or  authorized  in the
         certificate of incorporation or bylaws of IBP;

                  vi. IBP has not entered  into any  written or oral  employment
         contract or collective bargaining  agreement,  or modified the terms of
         any existing  such contract or agreement and IBP has not made any other
         change in  employment  terms for any of the  directors,  officers,  and
         employees of IBP;

                  vii. IBP has not granted any increase in the  compensation  of
         any of the directors, officers, and employees of IBP;

                  viii. IBP has not adopted,  amended,  modified,  or terminated
         any  bonus,  profit-sharing,   incentive,  severance,  or  other  plan,
         contract,  or  commitment  for  the  benefit  of any of the  directors,
         officers,  and  employees of IBP, or taken any such action with respect
         to any other Employee Benefit Plan;

                  ix. IBP has not incurred,  discharged or satisfied any lien or
         encumbrance or paid any obligation or liability  except in the Ordinary
         Course of Business;

                  x. IBP has not sold or  transferred  any of its assets,  other
         than in the Ordinary Course of Business;

                  xi.IBP  has  not  canceled  any  debts or claims or waived any
         rights of value;

                  xii. IBP has not made any loans other than extending credit to
         customers in the Ordinary Course of Business;

                  xiii.  IBP has not engaged in any  activities or  transactions
         which shall be outside the Ordinary Course of Business; and

                  xiv. IBP has not committed  orally or in writing to any of the
         foregoing.


                                       19


<PAGE>



         (I) BROKERS'  FEES.  IBP has no liability or obligation to pay any fees
or commissions to any broker,  finder, or agent with respect to the transactions
contemplated by this Agreement.

         (J) UNDISCLOSED  LIABILITIES.  Except as disclosed on Schedule 4(j), to
the  Knowledge of any director or officer of IBP, IBP has no material  Liability
(and  there is no Basis for any  present  or future  action,  suit,  proceeding,
hearing, investigation,  charge, complaint, claim, or demand against any of them
giving rise to any Liability),  except for  Liabilities  which have arisen after
September  30, 1999 in the Ordinary  Course of Business  (none of which  results
from,  arises  out of,  relates  to, is in the  nature  of, or was caused by any
breach of contract,  breach of  warranty,  tort,  infringement,  or violation of
law).

         (K)  TAX MATTERS

         All Taxes  that are due and  payable  by each  IBP,  other  than  those
presently  payable without  penalty or interest,  have been timely paid, and IBP
has timely  filed  (and,  through the Closing  Date,  will timely  file) all Tax
Returns  required  by law to be filed by them.  All such Tax  Returns  are true,
complete  and correct in all  respects  with regard IBP for the periods  covered
thereby.  IBP is not  delinquent  in the  payment  of any  Tax.  There is no Tax
deficiency asserted against IBP, and there is no unpaid assessment, proposal for
additional  Taxes,  deficiency or delinquency in the payment of any of the Taxes
of IBP or any  violation  of any Tax law that  could be  asserted  by any taxing
authority.  There are no Tax Liens upon any  properties or assets of IBP nor has
notice been given of any event  which  could lead to any such Lien.  No Internal
Revenue Service,  state or local,  audit,  investigation or Proceeding of IBP is
pending or  Threatened,  and the results of any  completed  audits are  properly
reflected in the Financial Statements.  IBP has not granted any extension to any
taxing authority of the limitation  period during which any Tax Liability may be
asserted.  IBP has not  committed  any  violation  of any Tax laws.  All  monies
required  for the payment of Taxes not yet due and payable  with  respect to the
operations  of IBP through and  including  the Closing Date have been  approved,
reserved against and entered upon the books and Financial Statements. All monies
required to be withheld by IBP from employees, if any, independent  contractors,
or others or collected  from  customers  for income taxes,  social  security and
unemployment insurance taxes and sales, excise and use taxes, and the portion of
any  such  taxes  to be paid by IBP to  governmental  agencies  or set  aside in
accounts for such purpose have been approved,  reserved against and entered upon
the books and  Financial  Statements.  All such Tax  Returns  were  correct  and
complete in all Material respects.

         (L)  WARRANTIES.  There are no claims or notices,  written or oral, and
IBP has no knowledge that any service it rendered breached any representation or
warranty,  express or implied, made by IBP; filed to meet any specification with
respect to such service which was furnished by IBP, or was otherwise  improperly
or negligently  provided,  and there is no event or condition known to IBP which
will give rise to any such claim.

         (M) REAL PROPERTY


                                       20


<PAGE>



                  i.  IBP owns no real property.

                  ii. IBP has no real property  leases to which it is a party of
         by which it may be obligated.

                  iii.  IBP  maintains  office  facilities  at 6060  N.  Central
         Expressway,  Suite  560,  Dallas,  TX 75206  and does not  operate  its
         business from any other location or address.

         (N) INTELLECTUAL PROPERTY.

                  i.  IBP has no filed or  registered  Intellectual  Proprietary
         rights. Schedule 4(n) lists the Intellectual  Proprietary Rights of IBP
         specifying the nature of such rights.

                  ii.  Except  as  disclosed  in  Schedule  4(n),  IBP  has  not
         interfered  with,  infringed upon,  misappropriated,  or otherwise come
         into conflict with any  Intellectual  Property rights of third parties,
         and none of the Sellers has ever received any charge, complaint, claim,
         demand,  or  notice  alleging  any  such  interference,   infringement,
         misappropriation,  or  violation  (including  any  claim  that IBP must
         license or refrain from using any  Intellectual  Property rights of any
         third  party).  To the  Knowledge of any director or officer of IBP, no
         third party has interfered with,  infringed upon,  misappropriated,  or
         otherwise come into conflict with any  Intellectual  Property rights of
         IBP.

                  iii. All  Intellectual  Property shall be transferred (and all
         ownership  rights and licenses  thereto) from the personal  holdings of
         Michael  Steele  and Carey  Lotzer  (and any other  entity in which the
         Intellectual  Property may reside) to IBP prior to the Closing pursuant
         to the terms of written  assignments in form acceptable to Classics and
         its counsel.

                  (iv) IBP owns or has the  right to use  pursuant  to  license,
         sublicense,  agreement or permission those  intellectual  properties as
         set forth of the IBP Disclosure Schedule.

         (O) CONTRACTS. IBP has delivered to Classics a true and correct copy of
the following contracts and other agreements to which IBP is a party:

                  i.  any  agreement  (or  group  of related agreements) for the
         lease  of personal  property to or from any Person  providing for lease
         payments in excess of $10,000 per annum;

                  ii. any  agreement  (or group of related  agreements)  for the
         purchase or sale of raw materials, commodities,  supplies, products, or
         other personal property,  or for the furnishing or receipt of services,
         the  performance  of which will  extend  over a period of more than one
         year,  result in a material  loss to IBP, or involve  consideration  in
         excess of $20,000;


                                       21


<PAGE>



                  iii.any agreement concerning a partnership or joint venture;

                  iv. any agreement (or group of related agreements) under which
         it has created,  incurred,  assumed, or guaranteed any indebtedness for
         borrowed  money,  or any  capitalized  lease  obligation,  in excess of
         $20,000 or under which it has imposed a Security Interest on any of its
         assets, tangible or intangible;

                  v. any agreement concerning confidentiality or noncompetition;

                  vi.any  agreement with any of the Sellers or their Affiliates,
         other than IBP;

                  vii. any profit sharing,  stock option, stock purchase,  stock
         appreciation, deferred compensation,  severance, or other material plan
         or  arrangement  for the  benefit of its  current or former  directors,
         officers, and employees;

                  viii.    any collective bargaining agreement;

                  ix. any  agreement for the  employment of any  individual on a
         full-time,  part-time,  consulting,  or other  basis  providing  annual
         compensation in excess of $30,000 or providing severance benefits;

                  x. any  agreement  under  which it has  advanced or loaned any
         amount to any of its  directors,  officers,  and employees  outside the
         Ordinary Course of Business;

                  xi. any agreement under which the consequences of a default or
         termination  could  have a  material  adverse  effect on the  business,
         financial  condition,  operations,  results  of  operations,  or future
         prospects of IBP; and

                  xii. any other agreement (or group of related  agreements) the
         performance of which involves consideration in excess of $10,000.

Notwithstanding  the  foregoing,  IBP has not,  and  shall not be,  required  to
deliver to Classics a copy of each and every:  (i) customer  agreement  and (ii)
dealer agreements, but has provided a copy of its form agreements.  With respect
to  each  such  agreement:  (A) the  agreement  is  legal,  valid,  binding  and
enforceable against Target, and in full force and effect; (B) the agreement will
continue  to be legal,  valid,  binding and  enforceable,  and in full force and
effect  on  identical  terms  following  the  consummation  of the  transactions
contemplated hereby; (C) to its knowledge, no party is in breach or default, and
no event has  occurred  which with  notice or lapse of time would  constitute  a
breach or default, or permit termination,  modification, or acceleration,  under
the agreement;  and (D) to its knowledge,  no party has repudiated any provision
of the agreement.

         (P)  NOTES  AND  ACCOUNTS  RECEIVABLE.  IBP has no  notes  or  accounts
receivable.


                                       22


<PAGE>



         (Q) POWERS OF  ATTORNEY.  There are no  outstanding  powers of attorney
executed on behalf of IBP.

         (R) LITIGATION.  Except as disclosed on Schedule 4(q),  neither IBP nor
any Seller is subject to any outstanding  injunction,  judgment,  order, decree,
ruling, or charge and is not a party to any action, suit,  proceeding,  hearing,
or investigation of, in, or before any court or quasi-judicial or administrative
agency of any  federal,  state,  local,  or foreign  jurisdiction  or before any
arbitrator.

         (S)  EMPLOYEE  BENEFITS.  IBP has no Employee  Benefit  Plan and has no
liability under ERISA.

         (T)  GUARANTIES.  IBP is not a guarantor or otherwise is liable for any
Liability or obligation (including indebtedness) of any other Person.

         (U) SUBSIDIARIES.  IBP does not own, directly or indirectly,  shares in
any  other  corporation,  or  hold  any  interest  in any  partnership,  limited
liability company, joint venture, business enterprise or other business entity.

         (V) LEGAL  COMPLIANCE.  IBP has complied in all Material  respects with
all applicable laws (including rules,  regulations,  codes, plans,  injunctions,
judgments,  orders, decrees, rulings, and charges thereunder) of federal, state,
local,  and foreign  governments  (and all  agencies  thereof)  except  where to
failure to so comply would not have a Material  Adverse Effect upon its business
operations,  and no action, suit, proceeding,  hearing,  investigation,  charge,
complaint,  claim,  demand, or notice has been filed or commenced against any of
them alleging any failure so to comply.

         (W) INSURANCE. IBP holds no insurance polices.

         (X) DISCLOSURE.  The representations  and warranties  contained in this
Section 4 do not  contain  any untrue  statement  of a material  fact or omit to
state  any  material  fact  necessary  in  order  to  make  the  statements  and
information contained in this Section 4 not misleading.

5.       PRE-CLOSING COVENANTS

         The Parties  agree as follows  with  respect to the period  between the
execution of this Agreement and the Closing.

         (A)  GENERAL.  Each of the Parties  will use its or his best efforts to
take all action and to do all things necessary, proper, or advisable in order to
consummate and make effective the  transactions  contemplated  by this Agreement
and the Operative  Documents  (including  satisfaction,  but not waiver,  of the
closing conditions set forth in Section 6 below).

                                       23


<PAGE>



         (B) NOTICES AND CONSENTS.  IBP will give any notices to third  parties,
and will use reasonable  efforts to obtain any third-party  consents  (including
the consents of all issuers of  manufacturers'  medallions),  that  Classics may
reasonably  request in connection  with the matters  referred to in Section 4(c)
above.

         (C)  OPERATION OF BUSINESS.  Each of the Parties will not engage in any
practice,  take any action,  or enter into any transaction  outside the Ordinary
Course of Business,  without the prior written  consent of the other,  except as
specified herein. Without limiting the generality of the foregoing,  the Parties
will not cause or permit to  (without  prior  written  consent of the other) (i)
declare, set aside, or pay any dividend or make any distribution with respect to
its capital stock or redeem,  purchase,  or otherwise acquire any of its capital
stock,  (ii)  increase  the  compensation  payable  or to become  payable to any
officer or key  employee,  (iii) issue any shares of capital  stock,  options or
warrants,  or  other  convertible  securities,  (iv)  otherwise  engage  in  any
practice,  take any action,  or enter into any  transaction  not in the Ordinary
Course of  Business,  (v)  incur  any debt or lien or allow  and third  party to
obtain a security interest in any assets,  (vi) adopt or amend or agree to amend
any employee benefit plan, (vii) guarantee or agree to guarantee the obligations
of others, (viii) make any loans other than extending credit to customers in the
Ordinary  Course  of  Business,  (ix)  waive or  commit  to waive  any  right of
substantial value, (x) sell, transfer,  dispose of or encumber any of its assets
or the Assets which are the subject of this Agreement,  (xi) amend its bylaws or
Certificate of  Incorporation,  (xii) allow any agreement to lapse or to default
under any such agreement, (xiii) sell, pledge, assign or hypothecate or transfer
any interest in any securities, and (xiv) enter into any employment agreement or
change or modify the terms of any existing employment agreement.

         (D)  PRESERVATION OF BUSINESS.  Both Parties will keep its business and
properties  substantially  intact,  including its present  operations,  physical
facilities,  Assets,  contracts,  working  conditions,  and  relationships  with
lessors,  licensors,  suppliers,  customers,  and  employees.  Both Parties will
comply with all laws,  rules and regulations  applicable to the operation of its
business.

         (E) FULL ACCESS,  AUDIT. Each party will permit  representatives of the
other  party,  at the  requesting  party's  expense,  to have full access at all
reasonable  times,  and in a  manner  so as not to  interfere  with  the  normal
business operations of to financial records (including Tax records),  contracts,
and other financial documentation.

         (F) NOTICE OF DEVELOPMENTS.  Each Party will give prompt written notice
to the others of any Material  Adverse  Change causing a breach of any of his or
its own representations and warranties in Section 3 or 4 above.

         (G)  EXCLUSIVITY.  Unless  this  Agreement  is  terminated  pursuant to
Section  9  hereof,  neither  of the  Parties  will (i)  solicit,  initiate,  or
encourage the  submission  of any proposal or offer from any Person  relating to
the  acquisition  of any  capital  stock  or  other  voting  securities,  or any
substantial portion of the Assets of, IBP (including any acquisition  structured
as a  merger,  consolidation,  or share  exchange)  or (ii)  participate  in any
discussions or negotiations regarding,


                                       24


<PAGE>



furnish any information with respect to, assist or participate in, or facilitate
in any other manner any effort or attempt by any Person to do or seek any of the
foregoing. The Sellers will not vote their IBP Common Stock in favor of any such
acquisition  structured as a merger,  consolidation,  or share exchange,  unless
this  Agreement  is  terminated  pursuant to Section 9 hereof.  The Sellers will
notify  Classics  within a  reasonable  period of time if any  Person  makes any
proposal, offer, inquiry, or contact with respect to any of the foregoing.

         (H)  APPROVAL.   The  Board  of  Directors  of  Classics  and  Classics
Acquisition  shall  have  approved  the  Merger,  the  Agreement  and  Operative
Documents in accordance with the applicable requirements of the Delaware General
Corporation Law, the bylaws and certificate of incorporation of each ("Requisite
Corporate Approval").

6.       CONDITIONS TO OBLIGATION TO CLOSE

         (A) GENERAL CONDITIONS.  Consummation of the Merger shall be subject to
the fulfillment at the Closing Date of each of the following conditions:

                  (I) NO  INJUNCTION.  No court having  jurisdiction  shall have
         issued,   to  the  Knowledge  of  the  parties  hereto,  an  injunction
         preventing  the  consummation  of the  Merger  that shall not have been
         stayed or dissolved prior to or on the Closing Date.

                  (II)  PROCEEDINGS.  All  proceedings  taken  or to be taken in
         connection with the Merger, and all documents incident thereto shall be
         reasonably  satisfactory in form and substance to the parties and their
         counsel, and the parties and their counsel shall have received all such
         counterpart originals or certified or other copies of such documents as
         the parties or their counsel may reasonably request.

                  (III) EMPLOYMENT AGREEMENTS. At the Closing, Classics, IBP and
         each of the Sellers shall enter into Employment  Agreements in form and
         substance mutually agreed upon among the Parties.

         (B) CONDITIONS TO OBLIGATION OF CLASSICS. The obligation of Classics to
consummate the transactions to be performed by it in connection with the Closing
is subject to satisfaction of the following conditions:

                  (I) REPRESENTATION AND WARRANTIES OF IBP. The representations,
         warranties  and  statements  of IBP  contained in this  Agreement,  the
         exhibits  hereto and the  Disclosure  Schedules  shall be complete  and
         accurate  as of the date of this  Agreement  and shall also be complete
         and  accurate  at  and as of  the  Closing  Date,  except  for  changes
         contemplated  by this  Agreement,  as if made at and as of the  Closing
         Date;  and IBP shall have performed or complied with all agreements and
         covenants  required by this  Agreement to be performed or complied with
         by them at or prior to the Closing Date.


                                       25


<PAGE>



                  (II) GOVERNMENTAL CONSENTS, AUTHORIZATIONS,  ETC. All material
         consents,  authorizations,  orders or  approvals  of,  and  filings  or
         registrations  with, and any Permits required by, any Governmental Body
         that are required for or in connection with, the execution and delivery
         of this  Agreement  by IBP and the  consummation  by IBP of the  Merger
         shall have been obtained or made.

                  (III)  SELLER'S  CERTIFICATE.   IBP  and  Sellers  shall  have
         delivered to Classics  certificates dated the Closing Date,  certifying
         as to the  fulfillment of the  conditions set forth in Section  6(b)(i)
         and 6(b)(ii).

                  (V)  LEGISLATION.  No law or legally binding  regulation shall
         have  been  enacted  that  does or would  prohibit,  restrict  or delay
         consummation of the Merger or any of the conditions to the consummation
         of the Merger.

                  (VI)  LITIGATION.  There shall be no  effective  order,  writ,
         injunction,  decree,  judgment,  award or  determination  of any nature
         (including  any temporary  restraining  order) issued by a Governmental
         Body  restraining or prohibiting  consummation or altering the terms of
         the Merger,  or actions  seeking damages based upon the foregoing which
         Classics  reasonably  deems  Material.  IBP and Sellers  shall not have
         become  subject to any  litigation,  which,  if  adversely  determined,
         could,  in the sole opinion of IBP, have a Material  Adverse  Effect on
         IBP or Sellers.

                  (VII) NO ADVERSE CHANGE.  There shall have occurred no adverse
         change  (whether or not covered by  insurance) in  operations,  assets,
         liabilities,  properties  or financial  conditions of the IBP since the
         date of the Financial Statements.

                  (VIII)   DELIVERY  OF   DOCUMENTS/ACCEPTANCE   OF   DISCLOSURE
         SCHEDULES.  IBP shall  have  timely  delivered  any and all  amendments
         and/or supplements to the Disclosure Schedules and all other documents,
         instruments,  schedules and financial  statements required hereunder to
         Classics. The Disclosure Schedules, as amended and supplemented,  shall
         be  acceptable  in form and  substance  to  Classics,  in its  absolute
         discretion.

                  (IX) CLASSICS' INVESTIGATION.  The investigations by Classics,
         Classics'  Subsidiary and their  representatives in connection with the
         proposed Merger shall not have caused Classics, Classics' Subsidiary or
         their  representatives  to become  aware of any facts or  circumstances
         relating  to IBP or Sellers  that in the sole  discretion  of  Classics
         makes it inadvisable for Classics to proceed with the Transactions.

                  (X)  APPROVAL.  The  Board  of  Directors  of IBP  shall  have
         approved this Agreement and the transactions contemplated hereby.

                  (XI)  CERTIFICATE  OF AUTHORITY.  IBP shall have  furnished to
         Classics and Classics' Subsidiary (i) a certificate of the Secretary of
         State of the state in which it is organized or


                                       26


<PAGE>



         incorporated,  dated as of a date not more than five (5) business  days
         prior to the Closing  Date,  attesting to it's  incorporation  and good
         standing,  (ii) a copy,  certified by the Secretary of the State of the
         state in which it is organized or  incorporated,  as of a date not more
         than  five  (5)  business  days  prior  to  the  Closing  Date,  of the
         Certificate of Incorporation and all amendments thereto,  (iii) a copy,
         certified by the  Secretary of the Bylaws,  as amended and in effect as
         of the Closing Date, and (iv) a copy,  certified by the  Secretary,  of
         resolutions  duly adopted by the Board of Directors and stockholders of
         duly authorizing the transactions contemplated in this Agreement.

                  (XII)  CERTIFICATE  OF MERGER.  Classics  shall have  obtained
         fully executed  Certificates  of Merger  sufficient for filing with the
         States of Delaware and Nevada in order to consummate the Merger.

                  (XIII) OTHER MATTERS. IBP shall have delivered to Classics, in
         form and  substance  reasonably  satisfactory  to counsel for Classics,
         such certificates and other evidence as Classics may reasonably request
         as to the  satisfaction  of the  conditions  contained  in this Section
         6(b).

         (C)  CONDITIONS TO OBLIGATION  OF IBP. The  obligations  of IBP and the
Sellers to consummate the  transactions to be performed by it in connection with
the Closing is subject to satisfaction of the following conditions:

                  (I)  REPRESENTATION  AND  WARRANTIES  OF CLASSICS AND CLASSICS
         ACQUISITION. The representations, warranties and statements of Classics
         and  Classics  Acquisition  contained in this  Agreement,  the exhibits
         hereto and the Disclosure  Schedules  shall be complete and accurate as
         of the date of this  Agreement  and shall also be complete and accurate
         at and as of the Closing Date, except for changes  contemplated by this
         Agreement,  as if made at and as of the Closing Date;  and Classics and
         Classics   Acquisition  shall  have  performed  or  complied  with  all
         agreements and covenants  required by this Agreement to be performed or
         complied with by them at or prior to the Closing Date.

                  (II) GOVERNMENTAL CONSENTS, AUTHORIZATIONS,  ETC. All material
         consents,  authorizations,  orders or  approvals  of,  and  filings  or
         registrations  with, and any Permits required by, any Governmental Body
         that are required for or in connection with, the execution and delivery
         of  this  Agreement  by  Classics  or  Classics   Acquisition  and  the
         consummation by Classics and Classics  Subsidiaries of the Merger shall
         have been obtained or made.

                  (III) SELLER'S CERTIFICATE.  Classics and Classics Acquisition
         shall have  delivered to Seller  certificates  dated the Closing  Date,
         certifying as to the fulfillment of the conditions set forth in Section
         6(c)(i) and 6(c)(ii).


                                       27


<PAGE>



                  (IV) CLOSING  CONSIDERATION.  Classics shall have delivered to
         Sellers the  Preliminary  Purchase  Price  required by Section  2(c)(i)
         hereof.

                  (V) OPINION OF COUNSEL.  IBP shall have  received from counsel
         to Classics and Classics  Acquisition an opinion dated the Closing Date
         in the form  attached  hereto as Exhibit  E, or with such  modification
         thereto as are approved by IBP, in its sole and absolute discretion.

                  (VI) LEGISLATION.  No law or legally binding  regulation shall
         have  been  enacted  that  does or would  prohibit,  restrict  or delay
         consummation of the Merger or any of the conditions to the consummation
         of the Merger.

                  (VII)  LITIGATION.  There shall be no effective  order,  writ,
         injunction,  decree,  judgment,  award or  determination  of any nature
         (including  any temporary  restraining  order) issued by a Governmental
         Body  restraining or prohibiting  consummation or altering the terms of
         the Merger,  or actions  seeking damages based upon the foregoing which
         IBP reasonably deems Material. Classics and Classics Subsidiaries shall
         not  have  become  subject  to  any  litigation,  which,  if  adversely
         determined,  could, in the sole opinion of IBP, have a Material Adverse
         Effect on Classics or Classics Acquisition.

                  (VIII) NO ADVERSE CHANGE. There shall have occurred no adverse
         change  (whether or not covered by  insurance) in  operations,  assets,
         liabilities,  properties  or financial  conditions of the Company since
         the date of the Financial Statements.

                  (IX) DELIVERY OF DOCUMENTS/ACCEPTANCE OF DISCLOSURE SCHEDULES.
         Classics and Classics  Acquisition  shall have timely delivered any and
         all amendments and/or  supplements to the Disclosure  Schedules and all
         other  documents,  instruments,   schedules  and  financial  statements
         required  hereunder to IBP. The  Disclosure  Schedules,  as amended and
         supplemented,  shall be acceptable in form and substance to IBP, in its
         absolute discretion.

                  (X) IBP'S  INVESTIGATION.  The  investigations by IBP, Sellers
         and their  representatives in connection with the proposed Merger shall
         not have  caused  IBP,  the Seller or their  representatives  to become
         aware of any facts or  circumstances  relating to Classics and Classics
         Acquisition that in the sole discretion of IBP makes it inadvisable for
         IBP to proceed with the Transactions.

                  (XI) APPROVAL. The Board of Directors of Classics and Classics
         Acquisition   each  shall  have   approved   this   Agreement  and  the
         transactions contemplated hereby.

                  (XII)   CERTIFICATE   OF  AUTHORITY.   Classics  and  Classics
         Acquisition  shall  each  have  furnished  to IBP and the  Sellers  (i)
         certificates  of the Secretary of State of each state in which they are
         organized or incorporated, dated as of a date not more than five (5)


                                       28


<PAGE>



         business   days  prior  to  the  Closing   Date,   attesting  to  their
         incorporation  and  good  standing,  (ii)  a  copy,  certified  by  the
         Secretary  of the State of each  state in which they are  organized  or
         incorporated,  as of a date not more than five (5) business  days prior
         to the  Closing  Date,  of the  Certificate  of  Incorporation  and all
         amendments  thereto for each, (iii) a copy,  certified by the Secretary
         of each,  of the  Bylaws of each,  as  amended  and in effect as of the
         Closing Date,  and (iv) a copy,  certified by the Secretary of each, of
         resolutions  duly adopted by the Board of Directors and stockholders of
         each duly authorizing the transactions contemplated in this Agreement.

                  (XIII)  CERTIFICATE  OF MERGER.  IBP shall have obtained fully
         executed  Certificates of Merger  sufficient for filing with the States
         of Delaware and Nevada in order to consummate the Merger.

                  (XIV) OTHER MATTERS.  Classics shall have delivered to IBP, in
         form and  substance  reasonably  satisfactory  to counsel for IBP, such
         certificates and other evidence as IBP may reasonably request as to the
         satisfaction of the conditions contained in this Section 6(c).

7.       REMEDIES FOR BREACHES OF THIS AGREEMENT

         (A) SURVIVAL OF REPRESENTATIONS AND WARRANTIES

         All of the  representations  and warranties of the Parties contained in
this Agreement  shall survive the Closing  hereunder  (even if the damaged Party
knew or had reason to know of any misrepresentation or breach of warranty at the
time of Closing) and continue in full force and effect for a period of 12 months
following the Closing Date;  provided,  however,  that the  representations  and
warranties  contained in Section 3(l) shall survive until the expiration  period
of the statutory  period of  limitations  for  assessment  of Tax  deficiencies,
including any extensions thereof, for each taxable year of Classics which begins
before Closing.

         (B) INDEMNIFICATION PROVISIONS FOR BENEFIT OF CLASSICS

                  (i) In the event third  party  alleges  facts  that,  if true,
         would mean any of the Sellers has breached representations, warranties,
         and  covenants  set forth in Sections 4, 5 and 6(b) and, if there is an
         applicable  survival  period  pursuant to Section 7(a) above,  provided
         that Classics makes a written claim for indemnification  against any of
         the Sellers pursuant to Section 7(d) below within such survival period,
         then each of the Sellers agrees to indemnify  Classics from the Adverse
         Consequences  Classics  actually  suffers through and after the date of
         the claim  for  indemnification  (including  any  Adverse  Consequences
         Classics may suffer after the end of any  applicable  survival  period)
         resulting  from,  arising  out of,  relating  to, in the  nature of, or
         caused by the breach (or the alleged breach);  provided,  however, that
         Sellers'  obligation  to  indemnify  for  any  and  all of the  Adverse
         Consequences  which  Classics has suffered as a result of such breaches
         shall be solely  limited  to  payment  out of  shares  of the  Classics
         Restricted Stock received by the Sellers


                                       29


<PAGE>



         in accordance with Section (2)(c)(i), with each such share being valued
         at a market value of $5 per share.

         (C) INDEMNIFICATION PROVISIONS FOR BENEFIT OF THE SELLERS.

         In the event Classics breaches (or in the event any third party alleges
facts  that,   if  true,   would  mean   Classics  has   breached)  any  of  its
representations,  warranties, and covenants contained in Sections 3, 5 and 6(b),
and, if there is an applicable  survival  period pursuant to Section 7(a) above,
provided  that the  Seller  makes a written  claim for  indemnification  against
Classics  pursuant to Section  7(d) below  within  such  survival  period,  then
Classics  agrees to indemnify  each of the Sellers from and against the entirety
of any Adverse  Consequences  such Seller suffers  through and after the date of
the claim for indemnification (including any Adverse Consequences the Seller may
suffer after the end of any applicable  survival period) resulting from, arising
out of,  relating  to, in the nature of, or caused by the breach (or the alleged
breach);  provided,  however, that Classics' obligation to indemnify for any and
all of the Adverse  Consequences which Sellers have suffered as a result of such
breaches shall be solely limited to payment out of shares of the Classics Stock,
with each such share being valued at a market value of $5 per share.

         (D) MATTERS INVOLVING THIRD PARTIES(D) MATTERS INVOLVING THIRD PARTIES

                  (i)  If  any  third   party   shall   notify  any  Party  (the
         "Indemnified Party") with respect to any matter (a "Third Party Claim")
         which may give rise to a claim for  indemnification  against  any other
         Party  (the  "Indemnifying  Party")  under  this  Section  7,  then the
         Indemnified  Party  shall  promptly  (and in any event  within five (5)
         business days after  receiving  notice of the Third Party Claim) notify
         each Indemnifying Party thereof in writing; provided,  however, that no
         delay  on  the  part  of  the   Indemnified   Party  in  notifying  any
         Indemnifying  Party  shall  relieve  the  Indemnifying  Party  from any
         obligation  hereunder  unless  (and  then  solely  to the  extent)  the
         Indemnifying Party thereby is prejudiced.

                  (ii) Any Indemnifying  Party will have the right to defend the
         Indemnified  Party  against the Third  Party Claim with  counsel of its
         choice reasonably  satisfactory to the Indemnified Party so long as (A)
         the Indemnifying Party notifies the Indemnified Party in writing within
         15 days after the Indemnified Party has given notice of the Third Party
         Claim that the Indemnifying  Party will indemnify the Indemnified Party
         from  and  against  the  entirety  of  any  Adverse   Consequences  the
         Indemnified  Party may suffer resulting from,  arising out of, relating
         to, in the  nature  of, or caused  by the Third  Party  Claim,  (B) the
         Indemnifying   Party  provides  the  Indemnified  Party  with  evidence
         reasonably  acceptable to the Indemnified  Party that the  Indemnifying
         Party will have the  financial  resources  to defend  against the Third
         Party Claim and fulfill its indemnification  obligations hereunder, (C)
         the Third Party Claim  involves only money damages and does not seek an
         injunction or other equitable relief,  (D) settlement of, or an adverse
         judgment  with  respect  to, the Third  Party Claim is not, in the good
         faith  judgment  of  the  Indemnified  Party,  likely  to  establish  a
         precedential custom or practice materially adverse to the continuing


                                       30


<PAGE>



         business  interests of the Indemnified  Party, and (E) the Indemnifying
         Party  conducts  the  defense of the Third  Party  Claim  actively  and
         diligently.

                  (iii)  So long as the  Indemnifying  Party is  conducting  the
         defense of the Third Party Claim in accordance with 7(d)(ii) above, (A)
         the Indemnified  Party may retain separate co- counsel at its sole cost
         and expense and  participate  in the defense of the Third Party  Claim,
         (B) the Indemnified Party will not consent to the entry of any judgment
         or enter into any  settlement  with  respect to the Third  Party  Claim
         without the prior written consent of the Indemnifying  Party (not to be
         withheld unreasonably), and (C) the Indemnifying Party will not consent
         to the entry of any judgment or enter into any settlement  with respect
         to the Third  Party  Claim  without  the prior  written  consent of the
         Indemnified Party (not to be withheld unreasonably).

                  (iv) In the event any of the  conditions in 7(d)(ii)  above is
         or becomes  unsatisfied,  however, (A) the Indemnified Party may defend
         against,  and  consent to the entry of any  judgment  or enter into any
         settlement  with  respect  to, the Third  Party  Claim in any manner it
         reasonably may deem  appropriate  (and the  Indemnified  Party need not
         consult  with, or obtain any consent from,  any  Indemnifying  Party in
         connection therewith),  (B) the Indemnifying Parties will reimburse the
         Indemnified  Party promptly and periodically for the costs of defending
         against the Third Party Claim (including reasonable attorneys' fees and
         expenses), and (C) the Indemnifying Parties will remain responsible for
         any Adverse  Consequences  the Indemnified  Party may suffer  resulting
         from,  arising out of,  relating to, in the nature of, or caused by the
         Third Party Claim to the fullest extent provided in this Section 7.

         (E) OTHER  INDEMNIFICATION  PROVISIONS.  The foregoing  indemnification
provisions  are in  addition  to,  and  not in  derogation  of,  any  statutory,
equitable, or common law remedy any Party may have for breach of representation,
warranty, or covenant.  Each of the Sellers hereby agrees that he or it will not
make any claim for indemnification against any of IBP by reason of the fact that
he or it was a director,  officer,  employee, or agent of any such entity or was
serving at the  request  of any such  entity as a  partner,  trustee,  director,
officer,  employee,  or agent  of  another  entity  (whether  such  claim is for
judgments, damages, penalties, fines, costs, amounts paid in settlement, losses,
expenses,  or  otherwise  and whether  such claim is  pursuant  to any  statute,
charter document,  bylaw,  agreement,  or otherwise) with respect to any action,
suit, proceeding,  complaint,  claim, or demand brought by Classics against such
Seller (whether such action, suit,  proceeding,  complaint,  claim, or demand is
pursuant to this Agreement, applicable law, or otherwise).

8.       COVENANTS, CONFIDENTIALITY

         (a) Classics hereby  covenants and agrees that within a reasonable time
after the Closing  Date it shall take all action  within its power to ensure the
appointment at all times after the


                                       31


<PAGE>



Closing  Date of at least one of the Sellers to the  position of a member of the
Board of Directors of each of Classics and IBP.

         (b) From and after the date hereof, and at all times hereafter,  should
the transactions contemplated by this Agreement fail to close, then each of IBP,
the Sellers,  Classics, and Classics Acquisition covenants and agrees, on behalf
of themselves, their Affiliates,  parents,  subsidiaries,  directors,  officers,
employees, agents, successors and assigns, to maintain strict confidentiality of
all   information   concerning   IBP  and  Classics  in   accordance   with  the
Confidentiality Agreement entered into by the Parties on October 8, 1999.

         (c) Classics, Classics Acquisition, IBP and the Sellers acknowledge and
agree that the covenants contained in this Section 8 are fair and reasonable and
of a special unique character which gives them peculiar value and exist in order
to protect  Classics  and IBP and that  Classics  and IBP would not have entered
into  this  Agreement  without  such  covenants  being  made to it.  If any such
covenants,  however,  be determined to be invalid by reason of their duration or
geographical  scope,  such duration or geographical  scope, or both, as the case
may be,  shall be  considered  to be reduced to a longest  duration  or greatest
geographical  scope, or both,  which will cure  invalidity.  Classics,  Classics
Acquisition, IBP and the Sellers further acknowledge that damages alone will not
be an adequate  remedy for any breach by it of the  covenants  contained in this
Section 8, and accordingly, each expressly agrees that, in addition to any other
remedies which each may have,  each shall be entitled to injunctive  relief in a
court of competent jurisdiction.

         (d) The  Parties  acknowledges  that the  covenants  contained  in this
Section 8 are  separate  and distinct  from,  and shall not be merged with,  any
similar covenants made by IBP, the Sellers, Classics, or Classics Acquisition in
any other agreement, document or understanding.

9.       TERMINATION

         (A)  TERMINATION OF AGREEMENT.  This Agreement may be terminated at any
time prior to the Closing Date:

                  (i) by mutual written agreement of Classics and IBP; or

                  (ii) by IBP if any  representation  or warranty of Classics or
         Classics  Acquisition  or by Classics and Classics  Acquisition  if any
         representation  or warranty of IBP,  contained  herein  shall have been
         incorrect or breached in any Material respect, as to which notice shall
         have been given to the breaching  party,  and shall not have been cured
         or otherwise resolved to the reasonable satisfaction of the other party
         on or before the  Closing  Date,  or by either IBP or  Classics  if any
         condition to the consummation of the Merger contemplated hereunder that
         must be fulfilled to its satisfaction may not be fulfilled; or


                                       32


<PAGE>



                  (iii) by either Classics or IBP if any permanent injunction or
         other  order of a court or other  competent  authority  preventing  the
         consummation of the Merger shall have become final and  non-appealable;
         or

                  (iv) by Classics  or IBP if the  Closing  has not  occurred by
         December 31, 1999 provided,  however, that such date may be extended by
         written  agreement  among the parties and  provided,  further,  that no
         party shall be  permitted  to  terminate  hereunder if such party is in
         violation of this Agreement.

         (B)  EFFECT OF  TERMINATION.  In the event of the  termination  of this
Agreement as provided  herein,  this Agreement shall become wholly void and have
no further force and effect except as hereinafter  provided,  and there shall be
no Liability on the part of IBP or Classics (or Classics's  respective  officers
or directors).  Nothing  contained herein shall relieve any party from Liability
for its breach of this Agreement, and the Confidentiality Agreement shall remain
in place in accordance with Section 8(b) hereof.

         (C) EXTENSION; WAIVER. At any time prior to the Closing Date, any party
hereto  that is  entitled  to the  benefits  hereof  (with  respect  to any such
corporate  party by action taken by its Board of Directors or a duly  authorized
officer),  may (a) extend the time for the performance of any of the obligations
or other acts of any of the other parties hereto, (b) in whole or in part, waive
any inaccuracy in the representations and warranties of any of the other parties
hereto  contained herein or in any exhibit or schedule hereto or in any document
delivered  pursuant  hereto,  and (c) in whole or in part, waive compliance with
any of the agreements of any of the other parties hereto or conditions contained
herein.  Any agreement on the part of any party hereto to any such  extension or
waiver  shall  only be valid if same is set forth in an  instrument  in  writing
signed and delivered on behalf of such party.

10.      GUARANTEE

         Classics hereby unconditionally guarantees the payment, performance and
accuracy of all of the obligations, representations,  warranties, agreements and
covenants  of  Classics  Acquisition  as set  forth  in this  Agreement  and the
documents contemplated hereby. Any breach of such obligations,  representations,
warranties,  agreements and covenants by Classics  Acquisition shall entitle the
Sellers and IBP to all remedies  against  Classics  that are  available  against
Classics  Acquisition  under  this  Agreement,  and the  documents  contemplated
hereby.

11.      Miscellaneous

         (A) TAX FILINGS.  The Sellers,  IBP, Classics  Acquisition and Classics
shall  cause all tax  returns and any other  filings  reporting  the Merger as a
reorganization  under  Section 368 of the Internal  Revenue  Code, if any, to be
filed in a timely manner.

         (B) PRESS RELEASES AND PUBLIC  ANNOUNCEMENTS.  No Party shall issue any
press release or make any public announcement  relating to the subject matter of
this Agreement without the prior written



                                       33


<PAGE>



approval of the other Parties;  provided,  however,  that any Party may make any
public disclosure it believes in good faith is required by applicable law or any
listing or trading agreement concerning its publicly-traded securities (in which
case the  disclosing  Party will use its  reasonable  best efforts to advise the
other Party prior to making the disclosure).

         (C) NO THIRD-PARTY  BENEFICIARIES.  This Agreement shall not confer any
rights or remedies  upon ANY PERSON OTHER THAN THE PARTIES AND THEIR  RESPECTIVE
SUCCESSORS  AND PERMITTED  ASSIGNS;  PROVIDED,  HOWEVER,  that the provisions in
Section 2 above concerning payment of the Merger  Consideration are intended for
the benefit of all stockholders of IBP.

         (D) ENTIRE AGREEMENT.  This Agreement (including the documents referred
to herein) constitutes the entire agreement among the Parties and supersedes any
prior  understandings,  agreements,  or representations by or among the Parties,
written or oral,  to the extent they  related in any way to the  subject  matter
hereof.

         (E) SUCCESSION AND ASSIGNMENT. This Agreement shall be binding upon and
inure to the benefit of the Parties named herein and their respective successors
and permitted  assigns.  No Party may assign either this Agreement or any of its
rights,  interests,  or obligations hereunder without the prior written approval
of the other Parties.

         (F)  COUNTERPARTS.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together will constitute one and the same instrument.

         (G)  HEADINGS.  The section  headings  contained in this  Agreement are
inserted  for  convenience  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

         (H)  NOTICES.  All  notices,  requests,   demands,  claims,  and  other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other  communication  hereunder  shall be deemed  duly given if (and then two
business days after) it is sent by registered or certified mail,  return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:

    IF TO IBP:                                  COPY TO:

    IBP, Inc.                                   Eric J. Golle, Esq.
    6060 North Central Expressway               Bell, Nunnally & Martin PLLC
    Dallas, TX 75206                            3232 McKinney Avenue, Suite 1400
                                                Dallas, TX 75204

    IF TO CLASSICS:                             COPY TO:

    Richard Berger                              Victor J. DiGioia, Esq.
    Classics International Entertainment, Inc.  Goldstein & DiGioia, LLP
    1350 N. Lake Shore Drive, Suite 315-S       369 Lexington Avenue-18th Floor
    Chicago, IL 60610                           New York, NY 10017



                                       34


<PAGE>



    IF TO THE SELLERS:                          COPY TO:

    Michael Steele                              Eric J. Golle, Esq.
    1930 Palace Drive                           Bell, Nunnally & Martin PLLC
    Grand Prairie, TX 75050                     3232 McKinney Avenue, Suite 1400
                                                Dallas, TX 75204

    Carey Lotzer                                Eric J. Golle, Esq.
    2602 Palisades Place                        Bell, Nunnally & Martin PLLC
    Mesquite, TX      75181                     3232 McKinney Avenue, Suite 1400
                                                Dallas, TX 75204

Any Party may send any notice,  request,  demand,  claim, or other communication
hereunder  to the  intended  recipient  at the address set forth above using any
other means (including personal delivery,  expedited courier, messenger service,
telecopy,  telex,  ordinary  mail,  or  electronic  mail),  but no such  notice,
request, demand, claim, or other communication shall be deemed to have been duly
given  unless and until it actually is received by the intended  recipient.  Any
Party may change the address to which notices,  requests,  demands,  claims, and
other  communications  hereunder are to be delivered by giving the other Parties
notice in the manner herein set forth.

         (I)  GOVERNING  LAW.  This  Agreement has been executed in the State of
Delaware, and its validity, interpretation, performance, and enforcement will be
governed by the laws of such state,  without  application of the conflict of law
principles thereof.

         (J)  JURISDICTION  AND VENUE.  Any judicial  proceedings  brought by or
against any party on any dispute  arising  out of this  Agreement  or any matter
related  thereto  shall be  brought  in the  state or  federal  courts of Dover,
Delaware and, by execution and delivery of this  Agreement,  each of the parties
accepts for itself the exclusive  jurisdiction and venue of the aforesaid courts
as trial courts,  and  irrevocably  agrees to be bound by any judgment  rendered
thereby in connection with this Agreement after  exhaustion of all appeals taken
(or  by  the  appropriate  appellate  court  if  such  appellate  court  renders
judgment).

         (K)  AMENDMENTS.  This  Agreement  and the Exhibits and the  Disclosure
Schedules  hereto may be amended by the parties  hereto at any time prior to the
Closing Date; provided,  however, that any amendment must be by an instrument or
instruments  in writing  signed and  delivered  on behalf of each of the parties
hereto.

         (L)  SEVERABILITY.  Any term or  provision  of this  Agreement  that is
invalid or unenforceable  in any situation in any jurisdiction  shall not affect
the validity or  enforceability  of the remaining terms and provisions hereof or
the validity or  enforceability  of the offending term or provision in any other
situation or in any other jurisdiction.

         (M) EXPENSES.  Each of the Parties will bear its own costs and expenses
(including  legal fees and expenses)  incurred in connection with this Agreement
and the transactions contemplated hereby.



                                       35


<PAGE>



         (N)  CONSTRUCTION.   The  Parties  have  participated  jointly  in  the
negotiation  and  drafting  of this  Agreement.  In the  event an  ambiguity  or
question of intent or interpretation  arises,  this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise  favoring or  disfavoring  any Party by virtue of the authorship of any of
the provisions of this Agreement. Any reference to any federal, state, local, or
foreign  statute  or law  shall  be  deemed  also  to  refer  to all  rules  and
regulations promulgated  thereunder,  unless the context otherwise requires. The
word "including" shall mean including without limitation.

         (O)  INCORPORATION  OF EXHIBITS  AND  SCHEDULES.  The  Exhibits and the
Disclosure  Schedules  identified in this Agreement are  incorporated  herein by
reference and made a part hereof.

         (P) AGREEMENT REGARDING POOLING ACCOUNTING TREATMENT. The Parties agree
to use their best  efforts to obtain the "pooling  accounting"  treatment to the
acquisition of IBP by Classics;  provided,  however,  the failure to obtain such
treatment  shall not be deemed a condition  to Closing nor have any other effect
upon the Merger.

                                     * * * *

         IN WITNESS WHEREOF,  the Parties hereto have executed this Agreement on
the date first above written.

CLASSICS INTERNATIONAL                               CLASSICS ACQUISITION CORP.
ENTERTAINMENT, INC.

By:______________________________                    By:________________________

Name: ___________________________                    Name: _____________________


Title: ____________________________                  Title: ____________________

IBP, INC.                                                     SELLERS

By:______________________________                             __________________

                                                              MICHAEL STEELE

Name: ___________________________

Title: ____________________________

                                                              __________________
                                                              CAREY LOTZER



                                        1


<PAGE>



                                    EXHIBIT A

                              SELLERS' PERCENTAGES

NAME                              PERCENTAGE                   NUMBER OF SHARES

1.       Carey Lotzer               66%                             2,303,400

2.       Michael Steele             34%                             1,186,600





                                        1


<PAGE>



                                    EXHIBIT B

                         CLASSICS' FINANCIAL STATEMENTS

























                                        1


<PAGE>



                                    EXHIBIT C

                           IBP'S FINANCIAL STATEMENTS

             NONE DELIVERED AND CLOSING CONDITION WAIVED BY CLASSICS
                           INTERNATIONAL ENTERTAINMENT




























                                        1


<PAGE>




                                    EXHIBIT D

                            OPINION OF COUNSEL TO IBP

             DELIVERYWAIVED BY CLASSICS INTERNATIONAL ENTERNATIONAL

                                  ENTERTAINMENT


























                                       2
<PAGE>

                                    EXHIBIT E

                         OPINION OF COUNSEL TO CLASSICS























                                        3


<PAGE>



                                  SCHEDULE 3(E)

                                 CAPITALIZATION


























                                        1


<PAGE>



                                  SCHEDULE 3(N)

                    EVENTS SUBSEQUENT TO FINANCIAL STATEMENTS

























                                        1


<PAGE>



                                  SCHEDULE 3(O)

                         CLASSICS' INTELLECTUAL PROPERTY


























                                        1


<PAGE>



                                  SCHEDULE 4(F)

                          SELLERS' OWNERSHIP OF SHARES



























                                        1


<PAGE>



                                  SCHEDULE 4(H)

                 EVENTS SUBSEQUENT TO MOST RECENT FISCAL QUARTER


























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<PAGE>



                                  SCHEDULE 4(J)

                             UNDISCLOSED LIABILITIES

                    Litigation: Anthony Knape v. Carey Lotzer
             Cause No. 96-12383-A (District Court of Dallas County,
                         TEXAS 14TH Judicial District).



























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<PAGE>



                                  SCHEDULE 4(N)

                            IBP INTELLECTUAL PROPERTY

                                See Schedule 4(j)






























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<PAGE>


                                  SCHEDULE 4(Q)

                                   LITIGATION

                                See Schedule 4(j)


























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