STOCK PURCHASE AGREEMENT

relating to the business known as

                                   A-Znet.com!

                           Syracuse, New York, U.S.A.

among

                                THE SHAREHOLDERS

                                     OF AND

                          XTELEGENT WEB SOLUTIONS INC.

and

                                OTC AMERICA, INC.

                           600 17th St. Ste. 950 South

                           Denver, Colorado 80202-5402

                                     U.S.A.


<PAGE>



                                    CONTENTS

Paragraph/
Exhibit No.       Heading                                      Page No.

1                 DEFINITIONS................................................1


2                 AGREEMENT..................................................3

         2.1      Documents Included.........................................3
         2.2      Incomplete and Changed Exhibits............................3
         2.3      Conflicting Terms..........................................3
         2.4      Complete Agreement.........................................4

3                 PURCHASE AND SALE..........................................4

         3.1      Sale of Acquired Shares....................................4
         3.2      Consideration (Purchase Price) for Acquired Shares.........4
         3.3      Transfer of Acquired and Registered Shares.................4

4                 OBLIGATIONS REGARDING REGISTERED SHARES....................4

         4.1      Buyer's Obligation to Register Registered Shares...........4
         4.2      Selling Shareholders' Obligation To Furnish Information....5

5                 SELLING SHAREHOLDERS' AND COMPANY'S REPRESENTATIONS
                  AND WARRANTIES.............................................5

         5.1      Organization and Good Standing.............................5
         5.2      Capital Stock..............................................6
         5.3      Subsidiaries...............................................6
         5.4      Authority..................................................6
         5.5      Minute Book................................................7
         5.6      Share Records..............................................7
         5.7      Financial Statements.......................................7
         5.8      ERISA......................................................8
         5.9      Insurance..................................................8
         5.10     Litigation.................................................8
         5.11     Taxes......................................................9
         5.12     Material Contracts and Arrangements........................9
         5.13     Property, Title and Condition.............................10
         5.14     Compliance with Laws and Governmental Consent.............10
         5.15     Broker or Finder's Fees...................................10
         5.16     Investment Representation.................................11
         5.17     Accuracy of Disclosure....................................11
<PAGE>

6                 BUYER'S REPRESENTATIONS AND WARRANTIES....................11

         6.1      Organization and Good Standing............................11
         6.2      Capital Stock.............................................11
         6.3      Subsidiaries..............................................12
         6.4      Authority.................................................12
         6.5      Financial Statements......................................12
         6.6      ERISA.....................................................13
         6.7      Insurance.................................................14
         6.8      Litigation................................................14
         6.9      Taxes.....................................................14
         6.10     Material Contracts and Arrangements.......................14
         6.11     Property, Title and Condition.............................15
         6.12     Compliance with Laws and Governmental Consent.............15
         6.13     Broker or Finder's Fees...................................16
         6.14     Accuracy of Disclosure....................................16

7                 CONDUCT OF BUSINESS PENDING CLOSING.......................16

         7.1      Negative Covenants........................................16
         7.2      Affirmative Covenants.....................................17

8                 CONDITIONS PRECEDENT TO CLOSING...........................17

         8.1      Generally.................................................17
         8.2      Other Conditions Precedent to Selling Shareholders'
                  Obligation to Close.......................................17
         8.3      Other Conditions Precedent to Buyer's Obligation to
                  Close.....................................................18

9                 THE CLOSING...............................................19

         9.1      Time and Place............................................19
         9.2      Further Assurances........................................19
         9.3      Expenses..................................................19

10                TERMINATION...............................................19

         10.1     Reasons for Termination...................................19
         10.2     Consequences of Termination...............................20
         10.3     Survival..................................................20

11                INDEMNIFICATION...........................................20

         11.1     Company's and Selling Shareholders' Obligations...........20
         11.2     Buyer's Obligation........................................20
         11.3     Additional Provisions.....................................21

12                GENERAL PROVISIONS........................................21

         12.1     Assignment................................................21
         12.2     No Filing; Confidentiality; Publicity.....................22
         12.3     Notices...................................................23
         12.4     Applicable Law and Dispute Resolution.....................24
         12.5     Amendment or Modification.................................24
         12.6     Third Party Benefits......................................25
         12.7     Counterparts; Delivery; Language..........................25
         12.8     Other Matters of Construction.............................25
<PAGE>

Exhibit A         Schedule of Shareholders, Acquired Shares and
                  Registered Shares........................................A:1


Exhibit B         Selling Shareholders' and Company's Additional
                  Disclosures..............................................B:1

         Schedule       5.2 Capital Stock..................................B:1
         Schedule       5.7 Financial Statements...........................B:3
         Schedule       5.10 Litigation....................................B:5
         Schedule       5.11 Taxes.........................................B:7
         Schedule       5.12 Material Contracts and Arrangements...........B:9

Exhibit C         Buyer's Additional Disclosures...........................C:1

         Schedule       6.2 Capital Stock..................................C:1
         Schedule       6.5 Financial Statements...........................C:3
         Schedule       6.8 Litigation.....................................C:5
         Schedule       6.9 Taxes..........................................C:7
         Schedule       6.10 Material Contracts and Arrangements...........C:9



<PAGE>


                         THIS STOCK PURCHASE AGREEMENT,
       dated and effective as of 25 February 2000 (the "Effective Date");

AMONG:   COLORADO EMS FOUNDATION, a private foundation
         (Individually, a "Selling Shareholder");

AND:     ROBERT W. DIXON
         (Individually, a "Selling Shareholder");

AND:     David T. Dixon
         (Individually, a "Selling Shareholder");

AND:     XTELEGENT WEB SOLUTIONS INC., f/k/a NGP HOLDINGS LTD.,
         d/b/a A-ZNET.COM!, a Delaware corporation
         (the "Company");

AND:     OTC AMERICA, INC., a Colorado corporation
         (the "Buyer");

WHEREAS:

A.   The Selling  Shareholders are the owners of one hundred percent (100.0%) of
     the outstanding capital stock of the Company.

B.   The Company,  doing  business  under the trade name  A-Znet.com!,  owns and
     operates  an  Internet   service  provider  ("ISP")  business  (the  "  ISP
     Business") located in Syracuse, New York, U.S.A.

C.   The Selling  Shareholders  desires to sell all of the  outstanding  capital
     stock of the Company to the Buyer,  and the Buyer  desires to purchase  the
     same, both on the terms and conditions of this Agreement,  and both so that
     the Buyer may continue the  operations  of the Company and the ISP Business
     as a going concern.

NOW, THEREFORE,  in consideration of the premises and their mutual promises, the
parties agree as follows:

                                 1 DEFINITIONS

As  used in  this  Agreement,  the  following  terms  shall  have  the  meanings
specified:

1.1  "Affiliate"  shall mean any person,  entity or enterprise which directly or
     indirectly controls, --------- is controlled by, or is under common control
     with a party at the time or times relevant to this Agreement.  For purposes
     of this definition,  "control" means possession,  directly or indirectly of
     the power to direct or cause the  direction of  management,  operations  or
     policies through ownership of voting securities,  voting trust, contract or
     otherwise.
<PAGE>

1.2  "Agreement"  shall mean this Stock Purchase  Agreement as more particularly
     defined in paragraph 2.1, together with all written amendments to
     it.

1.3  "Acquired  Shares"  shall have the  meaning  specified  in  paragraph  3.1.


1.4  "Buyer" shall have the meaning specified in the preamble to this Agreement.


1.5  "Close"  or  "Closed"  shall  mean  to  consummate  all  the   transactions
     contemplated by this Agreement.

1.6  "Closing"  shall  mean  the  process  pursuant  to which  the  transactions
     contemplated by this Agreement are Closed.

1.7  "Closing  Date" shall mean the date when  Closing  occurs or is to occur as
     more particularly defined in paragraph 9.1.

1.8  "Commission"  shall  mean the  United  States  of  America  Securities  and
     Exchange Commission and any successor to said Commission.

1.9  "Company"  shall  have  the  meaning  specified  in the  preamble  to  this
     Agreement.

1.10 "Effective  Date"  shall mean the date  specified  in the  preamble to this
     Agreement.

1.11 "Employee  Plans"  shall  mean all  employee  benefit  plans as  defined in
     Section  3(3)  of the  Employee  Retirement  Income  Security  Act of  1974
     ("ERISA"), as amended, all other material fringe or employee benefit plans,
     programs,  agreements or arrangements and all material  compensation plans,
     programs, agreements or arrangements, written or otherwise, for the benefit
     of or  relating to any  employee  or former  employee of the Company or the
     Buyer.

1.12 "ISP  Business"  shall have the meaning  specified  in the recitals to this
     Agreement.

1.13 "NASD" shall mean the National Association of Securities Dealers within the
     United States of America and any successor to said Association.

1.14 "Registration Statement" shall have the meaning specified in paragraph 4.1.

1.15 "Securities  Act" shall mean the  Securities  Act of 1933 or any  successor
     law, and the  regulations  and rules issued pursuant to the said Act or any
     successor law.

1.16 "Selling  Shareholder"  shall have the meaning specified in the preamble to
     this  Agreement.  Two or  more  Selling  Shareholders  may be  collectively
     referred to as the "Selling Shareholders."

1.17 "Tax" means any federal,  state, local or foreign net income, gross income,
     gross  receipts,  sales,  use, ad valorem,  transfer,  franchise,  profits,
     service, service use, withholding,  payroll, employment, excise, severance,
     stamp,  occupation,  premium,  property,  customs,  duties or other type of
     fiscal levy and all other taxes,  governmental fees, assessments or charges
     of any kind  whatsoever,  together  with any  fines,  interest,  penalties,
     additions to tax or additional  amounts imposed or assessed with respect to
     the foregoing.

<PAGE>

1.18 "Undisclosed Buyer Liability" shall have the meaning specified in paragraph
     6.5.3.

1.19 "Undisclosed  Company  Liability"  shall  have  the  meaning  specified  in
     paragraph 5.7.3.

                                  2 AGREEMENT

2.1      Documents Included

This Agreement  consists of these  twenty-seven  (27) total pages of contractual
terms and conditions,  and the following exhibits and schedules,  which, subject
to paragraph 2.2, are incorporated by reference:

    Exhibit A    Schedule of Shareholders, Acquired Shares and Registered Shares
    Exhibit B    Selling Shareholders' and Company's Additional Disclosures

                           Schedule 5.2     Capital Stock
                           Schedule 5.7     Financial Statements
                           Schedule 5.10    Litigation
                           Schedule 5.11    Taxes
                           Schedule 5.12    Material Contracts and Arrangements

    Exhibit C     Buyer's Additional Disclosures
                           Schedule 6.2     Capital Stock
                           Schedule 6.5     Financial Statements
                           Schedule 6.8     Litigation
                           Schedule 6.9     Taxes
                           Schedule 6.10    Material Contracts and Arrangements

2.2      Incomplete and Changed Exhibits

If any  exhibit or schedule  is not  complete or in final form on the  Effective
Date, such exhibit or schedule shall become a part of this Agreement at the time
it is executed by the applicable party(ies).  The absence,  incomplete status or
un-agreed  upon  nature of any such  exhibit  or  schedule  shall not affect the
otherwise binding nature of this Agreement.

2.3      Conflicting Terms

In the event of any conflict between these contractual terms and conditions, and
the terms of any exhibit or schedule,  these  contractual  terms and  conditions
shall control.  In the event of any conflict between the terms of any exhibit or
schedule, the terms of the exhibit or schedule of the latest date shall control.

<PAGE>

2.4      Complete Agreement

This Agreement expresses the full and complete understanding of the parties with
respect to its subject matter as of the Effective Date, and, except as otherwise
provided by this Agreement,  supersedes any and all  understandings,  agreements
and  representations  with respect to its subject  matter made or dated prior to
the Effective Date, including,  without limitation, a certain "Letter of Intent"
among the Selling  Shareholders  and the Buyer dated and  effective  01 February
2000.

                              3 PURCHASE AND SALE

3.1      Sale of Acquired Shares

On the terms and subject to the conditions of this Agreement,  upon Closing, the
Selling  Shareholders  shall sell,  transfer  and deliver to the Buyer,  and the
Buyer shall purchase,  free and clear of all liens and encumbrances,  all of the
outstanding capital stock of the Company (collectively,  the "Acquired Shares"),
as listed in Exhibit A.

3.2      Consideration (Purchase Price) for Acquired Shares

On  the  terms  and  subject  to  the  conditions  of  this  Agreement,  and  in
consideration of the sale of the Acquired Shares, upon Closing,  the Buyer shall
issue and deliver to each Selling  Shareholder,  free and clear of all liens and
encumbrances,  the number of shares of the authorized (but previously un-issued)
capital stock of the Buyer (collectively, the "Registered Shares"), as listed in
Exhibit A, in the form of restricted  stock of the Securities  Act, which shares
the Buyer has agreed to register with  Commission in accordance with and subject
to the terms and conditions of paragraph 4.1. For all purposes under or pursuant
to this Agreement,  or as may relate to any Tax or any other legal, financial or
accounting  requirement or matter,  the value of the Registered  Shares shall be
determined  by reference to the "Bid Price" of the publicly  traded Common Stock
of the Buyer at the close of trading of the NASDAQ market on 17 February 2000.

3.3      Transfer of Acquired and Registered Shares

The transfer and delivery of the Acquired Shares by the Selling  Shareholders to
the Buyer,  and the transfer and delivery of the Registered  Shares by the Buyer
to the Selling  Shareholders,  shall be effected by the exchange, at Closing, of
certificates  representing the Acquired Shares and the Registered  Shares,  duly
endorsed or  accompanied  by duly  executed  stock powers,  with all  signatures
guaranteed in a manner  reasonably  satisfactory  to legal counsel for the Buyer
and the Selling Shareholders.

                   4 OBLIGATIONS REGARDING REGISTERED SHARES

4.1      Buyer's Obligation to Register Registered Shares

The Buyer  shall  file  with the  Commission,  no later  than  ninety  (90) days
following the Closing Date, a  registration  statement  under the Securities Act
(the "Registration Statement") registering the Registered Shares for resale. The
Buyer shall use its reasonable best efforts to cause the Registration  Statement
to be declared  effective as soon as possible after it is filed. The Buyer shall
provide the Selling  Shareholders  written notice when the Registered Shares may
be sold  pursuant to the  Registration  Statement  within ten (10) business days
following  the effective  date of the  Registration  Statement.  The Buyer shall
maintain the  effectiveness  of the  Registration  for a minimum of one (1) year
following  the  effective  date  of  the  Registration  Statement.  The  Selling
Shareholders  acknowledge and agree that the Buyer's  obligation to register the
Registered  Shares for resale  pursuant to this  paragraph is a "one-time  only"
obligation,  and thereafter their right to resell the Registered  Shares will be
subject to Rule 144 promulgated pursuant to the Securities Act.

<PAGE>

4.2      Selling Shareholders' Obligation To Furnish Information

The Buyer may require each Selling  Shareholder to  individually  furnish to the
Buyer such information about each of them as may be necessary or appropriate for
the Buyer to comply with the Securities Act, including,  without limitation,  to
promptly  and  accurately  prepare  and  file  the  Registration   Statement  in
accordance with the Securities Act. Any request for any such information will be
made in writing upon  reasonable  notice.  If any Selling  Shareholder  does not
furnish any such  information  requested  by the Buyer,  or  otherwise  fails to
cooperate  with the Buyer to the extent  necessary to enable the Buyer to comply
with its obligations  under the Securities Act, the Buyer shall not be obligated
to register that Selling Shareholder's  Registered Shares, but shall continue to
be obligated to register the remainder of the Registered  Shares.  All costs and
expenses of the Buyer's  performance of its  obligations  under this paragraph 4
and compliance  with the Securities  Act in connection  with those  obligations,
including,  without  limitation,  all  Commission,  securities  exchange or NASD
registration  and filing fees,  printing costs,  and costs,  fees or expenses of
complying  with the securities or blue sky laws of any state or territory of the
United States of America, shall be borne exclusively by the Buyer. All costs and
expenses  relating  to  the  sale  of  the  Registered  Shares  by  any  Selling
Shareholder,  including,  without  limitation,  sales or brokerage  commissions,
shall be borne exclusively by each such Selling Shareholder.

      5 SELLING SHAREHOLDERS' AND COMPANY'S REPRESENTATIONS AND WARRANTIES

As an inducement to the Buyer to enter into this Agreement and to consummate the
transactions  contemplated  by it, the  Selling  Shareholders  and the  Company,
jointly and severally, represent, warrant and covenant that:

5.1      Organization and Good Standing

The Company is a corporation:  (.1) duly organized, validly existing and in good
standing under the laws of the State of Delaware,  with all requisite  corporate
power and authority to own, lease and operate its properties and to carry on its
businesses;  (.2) duly qualified as a foreign  corporation to do business in all
jurisdictions  where the nature of its businesses  requires such  qualification;
and (.3) duly licensed and authorized as required by any governmental  authority
to carry on its  businesses.  The  Company  shall  have  duly  filed any and all
certificates  and reports  required to be filed as of Closing by the laws of the
State of Delaware and any other state where it is qualified to do business.

<PAGE>

5.2      Capital Stock

The authorized  capital stock of the Company consists solely of 25,000 shares of
Class A Common Stock,  having a par value of US$0.001 per share, of which 25,000
shares are issued and outstanding;  all of the shares issued and outstanding are
owned by the Selling  Shareholders;  all the issued and  outstanding  shares are
validly  issued,  fully paid and  non-assessable;  and there are no  outstanding
subscriptions,  options,  warrants,  calls, conversion rights,  commitments,  or
other rights or agreements obligating the Selling Shareholders or the Company to
sell or issue any  additional  shares of its capital  stock  except as listed in
Schedule 5.2.

5.3      Subsidiaries

The Company has no equity interest or investment,  direct or indirect, nor is it
subject to any obligation or  requirement to make any equity  investment (in the
form of a capital contribution or otherwise) in or to any entity.

5.4      Authority

5.4.1 This Agreement,  the consummation of the transactions  contemplated by it,
and the performance,  observance and fulfillment of all the terms and conditions
on its part to be performed,  observed and fulfilled,  have been duly authorized
in  accordance  with  applicable  law by the Company and each and every  Selling
Shareholder.

5.4.2 This Agreement has been duly executed and delivered by a duly  constituted
and  authorized  officer or  representative  of the  Company  and each and every
Selling  Shareholder  which is any entity rather than an individual,  and it has
been personally executed and delivered by each and every Selling Shareholder who
is an  individual  rather  than an  entity,  and is a legal,  valid and  binding
obligation  enforceable in accordance with its terms except as such  enforcement
may be limited by bankruptcy,  insolvency,  moratorium,  reorganization or other
similar laws  affecting  the  enforcement  of  creditors'  rights  generally and
general principles of equity.

5.4.3 The Company and each and every Selling Shareholder, have the right, power,
legal capacity and authority to make,  enter into and perform their  obligations
under  this  Agreement,  and no  consent of any third  party is  necessary  with
respect  thereto.  Neither the execution and delivery of this  Agreement nor the
consummation of the transactions contemplated by it will conflict with or result
in any violation of or constitute a default under any provision of the Company's
Certificate  of  Incorporation  or  By-Laws,  or any  agreements,  arrangements,
commitments,   contracts,  engagements,  licenses,  leases,  rental  agreements,
tenancies,  or other  obligations  of the  Company or any  Selling  Shareholder,
written or otherwise, express or implied, or any judgment, decree, order, permit
or authority of any governmental authority.

<PAGE>

5.5      Minute Book

As of Closing,  the Company's  minute book will be in good order,  and otherwise
complete, accurate and up-to-date in all material respects, and include, without
limiting  the   foregoing,   true  copies  of  the  Company's   Certificate   of
Incorporation  and By-Laws as amended,  and minutes of all  meetings and actions
taken by the directors and shareholders of the Company prior to Closing.

5.6      Share Records

As of Closing,  the stock  transfer book and stock ledger of the Company will be
in good order, and otherwise  complete,  accurate and up-to-date in all material
respects, and include, without limiting the foregoing, a record of all stock and
securities  issued,  transferred  or  surrendered  by the Company.  At and as of
Closing,  the Company  shall be deemed to represent and warrant that no stock or
securities transfer has been made without surrender of the proper certificate to
the Company,  duly endorsed,  and that the Company has canceled and retained any
such certificate in its stock records.

5.7      Financial Statements

5.7.1 The Company has  furnished or made  available to the Buyer,  the following
financial statements: complete financial statements (i.e., balance sheet, income
statement and statement of changes together with applicable  notes) from date of
the  Company's  inception  through  31  December  1999 as  audited  by Donald W.
Prosser, C.P.A. (collectively, the "Financial Statements").

5.7.2 All the Financial  Statements:  (.1) are in  accordance  with the books of
account and  related  records of the  Company;  (.2) are true and correct in all
material respects;  (.3) completely and accurately reflect all income, costs and
expenses  necessary for or relating to the conduct of the  Company's  businesses
for the periods to which they apply;  and (.4) have been  prepared in accordance
with generally accepted accounting principles consistently applied.

5.7.3 The balance  sheets  together with  applicable  notes  present  fairly the
financial  position of the  Company as of the periods to which they apply,  and,
except as otherwise  provided or disclosed by this  Agreement or in Schedule 5.7
or any other exhibit or schedule to this  Agreement,  as of the  Effective  Date
there is no liability,  whether  absolute or  contingent,  and whether due or to
become due,  that should,  in  accordance  with  generally  accepted  accounting
principles,  have been  reflected or reserved  against in any such balance sheet
and  that  was  not  so  reflected,  reserved  against  or  otherwise  disclosed
("Undisclosed Company Liability").  The statements of income,  retained earnings
and  changes  together  with  applicable  notes  present  fairly the  results of
operations  and changes in financial  position of the Company for the periods to
which they apply.  The  Company  maintains  proper  books of account and related
records for its  businesses,  and such books of account and related  records are
up-to-date and in the possession of Company.

<PAGE>

5.7.4 Except as otherwise provided or disclosed by this Agreement or in Schedule
5.7 or any other exhibit or schedule to this Agreement,  the accounts receivable
of the  Company  as set  forth in the  Financial  Statements,  and all  accounts
receivable  acquired by the Company or arising  between 31 December 1999 and the
Effective  Date, are  collectible in full in the ordinary  course of business in
the  aggregate  reported  amounts  less any  reserves  for returns and bad debts
reflected in the Financial Statements.

5.7.5 Except as otherwise provided or disclosed by this Agreement or in Schedule
5.7 or any other exhibit or schedule to this Agreement, between 31 December 1999
and the Effective Date,  there has not been (.1) any material  adverse change in
the  businesses,  operations,  assets,  condition  (financial or otherwise),  or
results of  operations  of the Company;  (.2) any liability or obligation of any
nature whatsoever  (contingent or otherwise)  incurred by the Company other than
those  incurred  in the  ordinary  course  of  business  consistent  with  prior
practice;  (.3) any  damage,  destruction  or loss  affecting  the assets of the
Company;  (.4) any dividend or other payment or distribution with respect to, or
any split, combination,  reclassification or repurchase of shares of the capital
stock of the  Company;  (.5) other  than  annual or  periodic  raises or bonuses
consistent  with past  practice,  any  increase in the  compensation,  direct or
indirect,  including  employee  benefit  arrangements,  paid or  payable  to any
shareholder,  officer or director of the Company, or any general increase in the
compensation,  direct or indirect, including employee benefit arrangements, paid
or payable to any employees or agents of the Company; (.6) any issuance, sale or
grant of any option or other  agreement  to  purchase  any shares of the capital
stock of the Company; (.7) any mortgage,  pledge or lien, or any other charge or
encumbrance  upon any of the  assets of the  Company;  (.8) any loan made to any
shareholders,  officers, directors or employees of the Company that has not been
repaid as of the  Effective  Date;  (.9) any issuance of any  guarantees  by the
Company of obligations of any third parties.

5.8      ERISA

The  Company  does  not  sponsor  or  maintain,  nor  has it ever  sponsored  or
maintained,  any  "employee  benefit  plan" as defined  in  Section  3(3) of the
Employee  Retirement  Income  Security Act of 1974 as  originally  enacted or as
subsequently  amended.  From and after the Effective Date, the Company covenants
and agrees not to sponsor or undertake  the  sponsorship  of any such  "employee
benefit plan."

5.9      Insurance

The Company maintains insurance covering its operations and assets of a type and
in the amounts  ordinarily  maintained by businesses  of a similar  nature.  All
insurance  contracts  or  policies  affording  such  coverage  are in  effect in
accordance  with  their  terms,  and  the  Company  is  not  in  default  in its
obligations  thereunder,  including,  without  limitation,  the  payment  of any
premiums due, and there are no notices of any pending or threatened terminations
or  "refusals  to renew upon  expiration"  with  respect  to any such  insurance
contracts or policies.

<PAGE>

5.10     Litigation

Except as otherwise  provided or disclosed by this Agreement or in Schedule 5.10
or any other exhibit or schedule to this Agreement, there are no material suits,
actions, claims, or, to the best of the knowledge of the Company and the Selling
Shareholders,  investigations,  inquiries or  proceedings  pending or threatened
against  any of  them  that  might  reasonably  be  expected  to  result  in any
materially adverse change in the businesses,  prospects or condition  (financial
or  otherwise)  of the  Company or any of them.  With  respect to any such items
identified in Schedule 5.10 or any other exhibit or schedule to this  Agreement,
the Company and any affected Selling Shareholder has furnished or made available
to the Buyer copies of all citations,  complaints, pleadings or allegations, and
copies of all opinions of legal counsel evaluating or discussing the probability
of  recovery or amount of any alleged  claim or  liability  relating to any such
suit, action, claim, investigation, inquiry or proceeding.

5.11     Taxes

Except as otherwise  provided or disclosed by this Agreement or in Schedule 5.11
or any other exhibit or schedule to this Agreement,  all tax returns and reports
of the Company and each every Selling Shareholder required to be filed have been
filed,  and all Taxes shown to be due and payable on such returns and reports or
any assessments  made against any of them have been paid (other than those being
contested  in good  faith by  appropriate  proceedings).  No tax liens have been
filed  against  the  Company  or any  Selling  Shareholder.  To the  best of the
knowledge of the Company,  there is no pending audit of any tax return or report
with respect to the operation of its businesses.

5.12     Material Contracts and Arrangements

Except as otherwise provided or disclosed by this Agreement, or in Schedule 5.12
or any other  exhibit or schedule to this  Agreement,  all material  agreements,
arrangements,  commitments,  contracts,  engagements,  licenses,  leases, rental
agreements,  tenancies, and other obligations,  written or otherwise, express or
implied, in which the Company has an interest or other legally enforceable right
or benefit,  including,  without  limitation,  contracts and arrangements of the
nature  identified  in  paragraphs   5.12.1.1  through   5.12.1.7,   are  valid,
subsisting,  in full force and effect,  and enforceable in accordance with their
terms, and neither the Company nor any other party to any such material contract
or arrangement is in default  thereunder.  Neither the execution and delivery of
this Agreement nor the consummation of the transactions  contemplated by it will
accelerate the maturity of any indebtedness of the Company, nor be an event that
by itself,  or lapse of time,  giving of notice or otherwise would  constitute a
breach of or  default  under,  or cause the  expiration  or  termination  of any
material contract or arrangement.

5.12.1.1  Notes or  other  debt  instruments,  indentures,  mortgages,  pledges,
security  agreements,  and any other  agreements or instruments  relating to the
borrowing of money or the  extension of credit,  or pursuant to which any of the
assets of the Company are pledged as security.

5.12.1.2 Employment, consulting agreements, and other agreements or arrangements
(.1) with any  officer,  director or  shareholder  of the  Company,  or with any
member of the immediate  families of any of them,  (.2)  providing for insurance
for any officer,  director or shareholder  of the Company,  or for any member of
the immediate  families of any of them, (.3) with any other employee that is not
terminable at will without penalty or liability on the part of the Company, (.4)
with  any  labor  union,   (.5)  providing  for  bonuses,   pensions,   deferred
compensation, retirement payments, profit sharing, incentive pay, severance pay,
hospitalization,  medical expenses, death benefits, disability benefits or other
employee benefits.

<PAGE>

5.12.1.3  Franchise  and  license  agreements,   and  any  other  agreements  or
instruments  regarding or relating to the intellectual  property and goodwill of
the Company.

5.12.1.4 Leases and rental agreements regarding or relating to the assets of the
Company.

5.12.1.5 So called "Notes Receivable."

5.12.1.6  So  called  "Service   Agreements,"  and  any  similar  agreements  or
arrangements,  relating  to the  repair  or  maintenance  of the  assets  of the
Company.

5.12.1.7  Shareholder,  voting trust or any similar  agreements or  arrangements
between  the  Company  and any of its  shareholders  or  between  or  among  any
shareholders with respect to any shares of capital stock of the Company.

5.13     Property, Title and Condition

Except as otherwise provided or disclosed by this Agreement or in any exhibit or
schedule to this Agreement, the Company has good and marketable title to and, if
applicable,  possession, of all of its tangible and intangible real and personal
property and interests therein whether owned,  leased,  rented used or otherwise
possessed by it, free and clear of all charges, liens, encumbrances or interests
of others of any kind,  and all of its  tangible  personal  property  is in good
operating condition and repair.

5.14     Compliance with Laws and Governmental Consent

Except as otherwise provided or disclosed by this Agreement or in any exhibit or
schedule to this Agreement, the Company is in compliance with all laws, rules or
regulations,  or  judgments,  decrees,  orders  or  permits  applicable  to  its
businesses,  and  no  consent,  approval,  authorization,  permit,  designation,
declaration or filing by or with any  governmental  authority on the part of the
Company is required in connection  with the  execution of this  Agreement or the
consummation of the transactions contemplated by it.

5.15     Broker or Finder's Fees

Neither the Company  nor any Selling  Shareholder  has engaged or dealt with any
broker,  finder or other  person who could be entitled to any  brokerage  fee or
commission  with respect to the execution of this Agreement or the  consummation
of the  transactions  contemplated by it, and all  negotiations  relating to the
same have been carried out in such a manner as to avoid giving rise to any valid
claim for a finder's fee, advisory fee, brokerage commission,  or similar fee or
compensation.

<PAGE>

5.16     Investment Representation

The  Registered  Shares are being  acquired by the Selling  Shareholders  or are
intended to be acquired by the Selling  Shareholders for their own account,  for
investment  purposes  only,  and not  with a view to the  distribution,  resale,
subdivision or  fractionalization  thereof.  Each and every Selling  Shareholder
acknowledges   that  the  Registered   Shares  will  be  issued  as  "restricted
securities"  as that term is defined  in Rule 144  promulgated  pursuant  to the
Securities  Act, and that each and every Selling  Shareholder's  right to resell
the Registered Shares is subject to Rule 144.

5.17     Accuracy of Disclosure

Neither the Company nor any Selling  Shareholder  has knowingly  made any untrue
statement of a material fact in connection  with the execution of this Agreement
or the consummation of the transactions  contemplated by it, including,  without
limitation,  the  sale/exchange of the Acquired  Shares,  or knowingly failed to
state a material fact necessary in order to make any statement made, in light of
the circumstances under which it was made, not misleading.

All of the representations and warranties contained in this paragraph 5 are made
as of the  Effective  Date,  are  continuing,  and will be  deemed  to have been
reiterated  at and as of the date(s)  when each  exhibit or schedule is executed
and at and as of Closing.

                    6 BUYER'S REPRESENTATIONS AND WARRANTIES

As an inducement to the Company and the Selling  Shareholders to enter into this
Agreement  and to  consummate  the  transactions  contemplated  by it, the Buyer
represents, warrants and covenants that:

6.1      Organization and Good Standing

The Buyer is a corporation:  (.1) duly organized,  validly  existing and in good
standing under the laws of the State of Colorado,  with all requisite  corporate
power and authority to own, lease and operate its properties and to carry on its
business;  (.2) duly  qualified as a foreign  corporation  to do business in all
jurisdictions where the nature of its business requires such qualification;  and
(.3) duly licensed and authorized as required by any  governmental  authority to
carry  on  its  businesses.  The  Buyer  shall  have  duly  filed  any  and  all
certificates  and reports  required to be filed as of Closing by the laws of the
State of Colorado and any other state where it is qualified to do business.

<PAGE>

6.2      Capital Stock

6.2.1 The authorized capital stock of the Buyer consists of the following:  (.1)
150,000,000  shares of Common Stock,  having a par value of US$0.0001 per share,
of which 2,400,024 shares are issued and outstanding;  (.2) 17,500,000 shares of
Preferred  Stock,  having no par  value,  of which -0-  shares  are  issued  and
outstanding; and (.3) 2,500,000 shares of Series A Preferred Stock, having a par
value  of  US$1.00  per  share,  of  which  2,500,000   shares  are  issued  and
outstanding.

6.2.2 All  outstanding  shares of the Buyer  identified  in paragraph  6.2.1 are
validly  issued,  fully paid and  non-assessable;  and there are no  outstanding
subscriptions,  options,  warrants,  calls, conversion rights,  commitments,  or
other rights or agreements  obligating the Buyer to sell or issue any additional
shares of its capital stock except as listed in Schedule 6.2.

6.3      Subsidiaries

The Buyer has no equity  interest or investment,  direct or indirect,  nor is it
subject to any obligation or  requirement to make any equity  investment (in the
form of a capital contribution or otherwise) in or to any entity.

6.4      Authority

6.4.1 This Agreement,  the consummation of the transactions  contemplated by it,
and the performance,  observance and fulfillment of all the terms and conditions
on its part to be performed,  observed and fulfilled,  have been duly authorized
in accordance with applicable law by the Buyer.

6.4.2 This Agreement has been duly executed and delivered by a duly  constituted
and  authorized  officer  of  the  Buyer,  and is a  legal,  valid  and  binding
obligation  enforceable in accordance with its terms except as such  enforcement
may be limited by bankruptcy,  insolvency,  moratorium,  reorganization or other
similar laws  affecting  the  enforcement  of  creditors'  rights  generally and
general principles of equity.

6.4.3 The Buyer has the right,  power,  legal  capacity  and  authority to make,
enter into and perform its obligations  under this Agreement,  and no consent of
any third party is necessary  with respect  thereto.  Neither the  execution and
delivery of this Agreement nor the consummation of the transactions contemplated
by it will  conflict  with or result in any violation of or constitute a default
under any provision of the Buyer's Articles of Incorporation or By-Laws,  or any
agreements, arrangements, commitments, contracts, engagements, licenses, leases,
rental  agreements,  tenancies,  and other obligations of the Buyer,  written or
otherwise,  express  or  implied,  or any  judgment,  decree,  order,  permit or
authority of any governmental authority.

<PAGE>

6.5      Financial Statements

6.5.1 The Buyer has furnished or made available to the Selling Shareholders, the
following financial  statements:  complete financial  statements (i.e.,  balance
sheet, income statement and statement of changes together with applicable notes)
for the  fiscal  year  ending 30 June 1999 as  audited  by  Cordavano  & Harvey,
C.P.A.'s;  and  complete  financial  statements  (i.e.,  balance  sheet,  income
statement  and  statement of changes  together  with  applicable  notes) for the
quarterly  reporting period(s) ending 30 September 1999 as reviewed by Cordavano
& Harvey,  C.P.A.'s; all of which are collectively referred to as the "Financial
Statements."

6.5.2 All the Financial  Statements:  (.1) are in  accordance  with the books of
account  and  related  records  of the Buyer;  (.2) are true and  correct in all
material respects;  (.3) completely and accurately reflect all income, costs and
expenses necessary for or relating to the conduct of the business of the Company
for the periods to which they apply;  and (.4) have been  prepared in accordance
with generally accepted accounting principles consistently applied.

6.5.3 The balance  sheets  together with  applicable  notes  present  fairly the
financial  position  of the Buyer as of the  periods to which they  apply,  and,
except as otherwise  provided or disclosed by this  Agreement or in Schedule 6.5
or any other exhibit or schedule to this  Agreement,  as of the  Effective  Date
there is no liability,  whether  absolute or  contingent,  and whether due or to
become due,  that should,  in  accordance  with  generally  accepted  accounting
principles,  have been  reflected or reserved  against in any such balance sheet
and  that  was  not  so  reflected,  reserved  against  or  otherwise  disclosed
("Undisclosed Buyer Liability"). The statements of income, retained earnings and
changes in financial  position together with applicable notes present fairly the
results of  operations  and changes in  financial  position of the Buyer for the
periods to which they apply.  The Buyer  maintains  proper  books of account and
related records for its business,  and such books of account and related records
are up-to-date and in the possession of Buyer.

6.5.4 Except as otherwise provided or disclosed by this Agreement or in Schedule
6.5 or any other  exhibit or schedule to this  Agreement,  between 30  September
1999 and the Effective Date, there has not been (.1) any material adverse change
in the businesses,  operations,  assets, condition (financial or otherwise),  or
results of  operations  of the Buyer;  (.2) any  liability or  obligation of any
nature  whatsoever  (contingent  or otherwise)  incurred by the Buyer other than
those  incurred  in the  ordinary  course  of  business  consistent  with  prior
practice;  (.3) any  damage,  destruction  or loss  affecting  the assets of the
Buyer;  (.4) any dividend or other payment or  distribution  with respect to, or
any split, combination,  reclassification or repurchase of shares of the capital
stock of the  Buyer;  (.5)  other  than  annual or  periodic  raises or  bonuses
consistent  with past  practice,  any  increase in the  compensation,  direct or
indirect,  including  employee  benefit  arrangements,  paid or  payable  to any
shareholder,  officer or director of the Buyer,  or any general  increase in the
compensation,  direct or indirect, including employee benefit arrangements, paid
or payable to any employees or agents of the Buyer;  (.6) any issuance,  sale or
grant of any option or other  agreement  to  purchase  any shares of the capital
stock of the Buyer;  (.7) any  mortgage,  pledge or lien, or any other charge or
encumbrance  upon any of the  assets  of the  Buyer;  (.8) any loan  made to any
shareholders,  officers,  directors  or employees of the Buyer that has not been
repaid as of the  Effective  Date;  (.9) any issuance of any  guarantees  by the
Buyer of obligations of any third parties.

<PAGE>

6.6      ERISA

The Buyer does not sponsor or maintain, nor has it ever sponsored or maintained,
any  "employee  benefit  plan"  as  defined  in  Section  3(3)  of the  Employee
Retirement Income Security Act of 1974 as originally  enacted or as subsequently
amended.

6.7      Insurance

The Buyer maintains  insurance  covering its operations and assets of a type and
in the amounts  ordinarily  maintained by businesses  of a similar  nature.  All
insurance  contracts  or  policies  affording  such  coverage  are in  effect in
accordance with their terms,  and the Buyer is not in default in its obligations
thereunder,  including, without limitation, the payment of any premiums due, and
there are no notices of any pending or threatened  terminations  or "refusals to
renew upon expiration" with respect to any such insurance contracts or policies.

6.8      Litigation

Except as otherwise  provided or disclosed by this  Agreement or in Schedule 6.8
or any other exhibit or schedule to this Agreement, there are no material suits,
actions, claims, or, to the best of the knowledge of the Buyer,  investigations,
inquiries or proceedings  pending or threatened against it that might reasonably
be  expected  to  result in any  materially  adverse  change in the  businesses,
prospects or condition  (financial or  otherwise) of the Buyer.  With respect to
any items  identified  in Schedule 6.8 or any other  exhibit or schedule to this
Agreement, the Buyer has furnished or made available to the Selling Shareholders
copies of all citations, complaints, pleadings or allegations, and copies of all
opinions of legal counsel  evaluating or discussing the  probability of recovery
or amount of any alleged claim or liability  relating to any such suit,  action,
claim, investigation, inquiry or proceeding.

6.9      Taxes

Except as otherwise  provided or disclosed by this  Agreement or in Schedule 6.9
or any other exhibit or schedule to this Agreement,  all tax returns and reports
of the Buyer required to be filed have been filed, and all Taxes shown to be due
and payable on such returns and reports or any assessments  made against it have
been paid  (other  than  those  being  contested  in good  faith by  appropriate
proceedings). No tax liens have been filed against the Buyer. To the best of the
knowledge  of the Buyer,  there is no pending  audit of any tax return or report
with respect to the operation of its business.

6.10     Material Contracts and Arrangements

Except as otherwise provided or disclosed by this Agreement, or in Schedule 6.10
or any other  exhibit or schedule to this  Agreement,  all material  agreements,
arrangements,  commitments,  contracts,  engagements,  licenses,  leases, rental
agreements,  tenancies, and other obligations,  written or otherwise, express or
implied,  of the nature identified in paragraphs  6.10.1.1 through 6.10.1.7,  in
which the Buyer has an interest or other  legally  enforceable  right are valid,
subsisting,  in full force and effect,  and enforceable in accordance with their
terms,  and neither the Buyer nor any other party to any such material  contract
or arrangement, is in default thereunder.  Neither the execution and delivery of
this Agreement nor the consummation of the transactions  contemplated by it will
accelerate the maturity of any  indebtedness of the Buyer,  nor be an event that
by itself,  or lapse of time,  giving of notice or otherwise would  constitute a
breach of or  default  under,  or cause the  expiration  or  termination  of any
material contract or arrangement.

<PAGE>

6.10.1.1  Notes or  other  debt  instruments,  indentures,  mortgages,  pledges,
security  agreements,  and any other  agreements or instruments  relating to the
borrowing of money or the  extension of credit,  or pursuant to which any of the
assets of the Buyer are pledged as security.

6.10.1.2 Employment, consulting agreements, and other agreements or arrangements
(.1) with any officer,  director or shareholder of the Buyer, or with any member
of the immediate  families of any of them,  (.2) providing for insurance for any
officer,  director  or  shareholder  of the  Buyer,  or for  any  member  of the
immediate  families  of any of them,  (.3) with any other  employee  that is not
terminable at will without  penalty or liability on the part of the Buyer,  (.4)
with  any  labor  union,   (.5)  providing  for  bonuses,   pensions,   deferred
compensation, retirement payments, profit sharing, incentive pay, severance pay,
hospitalization,  medical expenses, death benefits, disability benefits or other
employee benefits.

6.10.1.3  Franchise  and  license  agreements,   and  any  other  agreements  or
instruments  regarding or relating to the intellectual  property and goodwill of
the Buyer.

6.10.1.4 Leases and rental agreements regarding or relating to the assets of the
Buyer.

6.10.1.5 So called "Notes Receivable."

6.10.1.6  So  called  "Service   Agreements,"  and  any  similar  agreements  or
arrangements, relating to the repair or maintenance of the assets of the Buyer.

6.10.1.7  Shareholder,  voting trust or any similar  agreements or  arrangements
between  the  Buyer  and  any  of its  shareholders  or  between  or  among  any
shareholders with respect to their shares in the Buyer.

6.11     Property, Title and Condition

Except as otherwise provided or disclosed by this Agreement or in any exhibit or
schedule to this Agreement,  the Buyer has good and marketable  title to and, if
applicable,  possession, of all of its tangible and intangible real and personal
property and interests therein whether owned,  leased,  rented used or otherwise
possessed by it, free and clear of all charges, liens, encumbrances or interests
of others of any kind,  and all of its  tangible  personal  property  is in good
operating condition and repair.

<PAGE>

6.12     Compliance with Laws and Governmental Consent

Except as otherwise provided or disclosed by this Agreement or in any exhibit or
schedule to this Agreement,  the Buyer is in compliance with all laws,  rules or
regulations,  or  judgments,  decrees,  orders  or  permits  applicable  to  its
business,  and  no  consent,  approval,   authorization,   permit,  designation,
declaration or filing by or with any  governmental  authority on the part of the
Buyer is required in  connection  with the  execution  of this  Agreement or the
consummation of the transactions contemplated by it.

6.13     Broker or Finder's Fees

The Buyer has not engaged or dealt with any broker,  finder or other  person who
could be  entitled  to any  brokerage  fee or  commission  with  respect  to the
execution of this Agreement or the consummation of the transactions contemplated
by it, and all negotiations relating to the same have been carried out in such a
manner as to avoid giving rise to any valid claim for a finder's  fee,  advisory
fee, brokerage commission, or similar fee or compensation.

6.14     Accuracy of Disclosure

The Buyer has not  knowingly  made any untrue  statement  of a material  fact in
connection  with the  execution  of this  Agreement or the  consummation  of the
transactions   contemplated   by  it,   including,   without   limitation,   the
sale/exchange of the Registered  Shares, or knowingly failed to state a material
fact  necessary  in  order  to  make  any  statement   made,  in  light  of  the
circumstances under which it was made, not misleading.

All of the representations and warranties contained in this paragraph 6 are made
as of the  Effective  Date,  are  continuing,  and will be  deemed  to have been
reiterated  at and as of the date(s)  when each  exhibit or schedule is executed
and at and as of Closing.

                     7 CONDUCT OF BUSINESS PENDING CLOSING

7.1      Negative Covenants

From and  after  the  Effective  Date  through  the  Closing  Date,  and  unless
authorized by the Chief Executive  Officer of the Buyer in writing,  neither the
Company nor any Selling Shareholder, shall authorize or cause:

7.1.1 Any material contract or arrangement, insurance policy or any intellectual
property  or  goodwill  of  the  Company,  to be  sold,  assigned,  transferred,
surrendered,  canceled or otherwise  disposed of, or  materially  and  adversely
modified,  or any account  receivable or other debt or claim owed to the Company
to be canceled or forgiven, other than in the ordinary course of business.

7.1.2 Any other  asset of the  Company,  to be sold,  assigned,  transferred  or
otherwise  disposed of, or materially and adversely  altered,  other than in the
ordinary  course of business.  Any  inventory  acquired will be of a quality and
quantity usable or saleable in the ordinary course of business.

<PAGE>

7.1.3 Any  moneys  due or to  become  due on  account  of the  operation  of the
Company's businesses to be used, paid, deposited or otherwise applied other than
for the use and account of the Company or as  authorized in writing by the Chief
Executive Officer of the Buyer.

7.1.4  Any  extraordinary  capital  expenditure  to be made or  incurred  by the
Company, or any material lease obligation to be undertaken by the Company.

7.1.5 Any loan to be made or agreed to be made by the  Company,  or any material
indebtedness, obligation or other liability to be incurred by the Company.

7.1.6 Any damage,  destruction or loss, whether or not covered by insurance,  to
materially and adversely affect the assets of the Company.

7.1.7 Any labor dispute to materially  and  adversely  affect the  businesses or
prospects of the Company.

7.1.8 Any dispute with any  significant  supplier or customer to materially  and
adversely affect the businesses or prospects of the Company.

7.1.9 Any other change  (financial or otherwise) in the condition of the Company
to materially and adversely affect the businesses and prospects of the Company.

7.2      Affirmative Covenants

From and after the Effective Date through the Closing Date, the Company shall:

7.2.1 Use all reasonable  efforts to preserve intact the business  relationships
and prospects of the Company.

7.2.2 Timely file all tax returns  required to be filed in  connection  with the
operation of the Company and pay or make  adequate  provision for the payment of
all Taxes.

7.2.3 Make available to the Buyer, at any reasonable  time following  reasonable
notice,  access to all the books and records of the Company,  and shall  furnish
during  such  period all  information  concerning  the  affairs,  condition  and
operation of the Company as the Buyer may reasonably request.

<PAGE>

                       8 CONDITIONS PRECEDENT TO CLOSING

8.1      Generally

The  obligation  to Close on the part of any party and all parties is subject to
the following  conditions  precedent:  this Agreement has not been terminated in
accordance with or pursuant to paragraph 10.1.

8.2      Other Conditions Precedent to Selling Shareholders' Obligation to Close

In addition to the  conditions  specified in paragraph 8.1, and unless waived in
writing at or as of Closing, each Selling  Shareholder's  obligation to Close is
subject to the following conditions precedent:

8.2.1 The  representations,  warranties and covenants of the Buyer shall be true
and correct in all material respects as of the date or dates when made and as of
Closing.  With respect to any  representation,  warranty or covenant  made as of
Closing,  the Selling  Shareholders shall be entitled to such  certifications or
other  evidence of  compliance  as may be  reasonably  requested  by their legal
counsel.

8.2.2 The Buyer  shall have  delivered  to the  Selling  Shareholders  the stock
certificates or stock powers in the in the form and manner required by paragraph
3.3,  and as  otherwise  required to vest in the Selling  Shareholders  good and
marketable title to the Registered Shares, free and clear of all charges, liens,
encumbrances or interests in any others.

8.2.3 The Buyer shall have performed,  discharged or otherwise complied with all
other  terms  and  conditions  of  this  Agreement  required  to  be  performed,
discharged or complied with by it at or before Closing.

8.3      Other Conditions Precedent to Buyer's Obligation to Close

In addition to the  condition  specified in paragraph  8.1, and unless waived in
writing at or as of Closing,  the Buyer's  obligation to Close is subject to the
following conditions precedent:

8.3.1 The  representations,  warranties  and  covenants  of the  Company and the
Selling  Shareholders  shall be true and correct in all material  respects as of
the  date  or  dates  when  made  and  as  of  Closing.   With  respect  to  any
representation,  warranty  or covenant  made as of  Closing,  the Buyer shall be
entitled  to such  certifications  or other  evidence  of  compliance  as may be
reasonably requested by its legal counsel.

8.3.2 The Company  and/or the Selling  Shareholders  shall have delivered to the
Buyer  all  of  the  books  and  records  of  the  Company,  including,  without
limitation, its minute book, stock transfer records and stock ledger.

8.3.3 The Company  and/or the Selling  Shareholders  shall have delivered to the
Buyer a list of: (.1) all officers and  directors of the Company;  (.2) all bank
accounts  of the  Company,  and the  person(s)  authorized  to draw on each such
account;  (.3) all safe deposit boxes of the Company and the person(s)  entitled
to have access to them; (.4) all person(s) authorized to borrow money or furnish
security for the same or to transfer any  securities  owned by the Company;  and
(.5) each power of  attorney  granted by the  Company to any  person(s)  for any
purpose.

<PAGE>

8.3.4 To the extent applicable, the Selling Shareholders shall have delivered to
the Buyer their signed  resignations  as directors  and officers of the Company,
effective as of Closing.

8.3.5 The  Selling  Shareholders  shall  have  delivered  to the Buyer the stock
certificates  or stock powers in the form and manner  required by paragraph 3.3,
and as otherwise  required to vest in the Buyer good and marketable title to the
Acquired Shares, free and clear of all charges, liens, encumbrances or interests
in any others.

8.3.6 The Company and the Selling Shareholders shall have performed,  discharged
or otherwise  complied  with all other terms and  conditions  of this  Agreement
required to be  performed,  discharged  or complied with by either of them at or
before Closing.

                                 9 THE CLOSING

9.1      Time and Place

Unless this Agreement has been earlier  terminated  pursuant to paragraph  10.1,
the Closing of the transactions contemplated by this Agreement shall take place,
if at all, at 10:00 a.m. (local time) on such date as the parties mutually agree
or 29 February 2000,  whichever is earlier,  at the offices of legal counsel for
the Buyer or such other place as they mutually agree.

9.2      Further Assurances

The parties shall  cooperate with each other with respect to any action required
to be taken as part of their  good  faith  obligation  to  effect  Closing.  The
Selling Shareholders,  individually,  or in their capacity as previous directors
or officers of the Company, and the Buyer, will at any time or from time to time
after  Closing  execute  whatever  minutes  of  meetings,   documents  or  other
instruments,  or take whatever  other action any party may deem  necessary  (and
that a party may  lawfully  do) to carry out the  intent  and  purposes  of this
Agreement.

9.3      Expenses

All  fees,  costs  and  expenses  in any way  connected  with the  making of and
consummation of the  transactions  contemplated by this Agreement shall be borne
and  paid by the  Selling  Shareholders  and the  Buyer  as  such  expenses  are
ordinarily and customarily allocated between "buyers" and "sellers" of shares of
closely-held corporations and, in the case of each Selling Shareholder,  ratably
in  accordance  with  his or her  proportionate  interest.  Without  in any  way
limiting the foregoing,  each party shall be responsible  for its own attorney's
fees, costs and expenses.

<PAGE>

                                 10 TERMINATION

10.1     Reasons for Termination

10.1.1 This Agreement may be terminated by the mutual consent of all the parties
in writing.

10.1.2  Should the Buyer  commit a  substantial  breach of this  Agreement,  and
thereafter fail to commence  proceedings in good faith to remedy the same within
ten (10) days  after  written  demand by any of the  Selling  Shareholders,  and
thereafter to proceed  diligently in remedying the same,  any one of the Selling
Shareholders may but shall not be obligated to terminate this Agreement.

10.1.3 Should Closing not occur on before 29 February 2000, or should any of the
Selling  Shareholders  become  insolvent or bankrupt,  or should  either of them
commit a substantial  breach of this Agreement,  and thereafter fail to commence
proceedings  in good faith to remedy the same within ten (10) days after written
demand by the Buyer, and thereafter to proceed diligently in remedying the same,
the Buyer may but shall not be obligated to terminate this Agreement.

10.2     Consequences of Termination

10.2.1 If this  Agreement  is  terminated  for any of the reasons  specified  in
paragraphs 10.1.1 or 10.1.2,  then such termination will be without liability to
any of the  parties,  and  all of the  parties  will  be  forever  released  and
discharged of all their obligations and liabilities under this Agreement.

10.2.2 If this  Agreement  is  terminated  for any of the reasons  specified  in
paragraph 10.1.3, then the Buyer shall be entitled to all rights and remedies to
which it may be entitled at law or in equity, except that none of the provisions
of paragraph 11 shall apply.

10.3     Survival

Anything in this  paragraph 10 or any other  provision of this  Agreement to the
contrary  notwithstanding,  this Agreement shall determine the resolution of all
matters  within its subject  matter  until all the  unperformed  obligations  or
un-discharged  liabilities  of the all the parties have been fully  performed or
discharged,  or until all  disputes  arising  out of,  relating to or in any way
connected with this Agreement have been fully settled or resolved,  whichever is
later.  Without  in  any  way  limiting  the  foregoing,   the  representations,
warranties,  covenants, waivers and other agreements of the parties contained in
paragraphs 5, 6, 7 and 12, and the  indemnification  obligations  of the parties
contained in paragraph 11, shall survive Closing if it occurs, and not be merged
or extinguished thereby.

<PAGE>

                               11 INDEMNIFICATION

11.1     Company's and Selling Shareholders' Obligations

The  Company  and  the  Selling  Shareholders,   jointly  and  severally,  shall
indemnify,  defend  and  hold  the  Buyer  and  its  Affiliates  (including,  if
applicable,  its or their  officers,  directors and  employees)  harmless  from,
against and with respect to any liability,  obligation or claim,  or any demand,
action, suit, proceeding,  cause of action or damage, of whatever kind or nature
whatsoever,  arising out of,  relating to or resulting from: (.1) any claim by a
third  party based on any  Undisclosed  Company  Liability;  (.2) any claim by a
third party  based on a  liability,  obligation,  act or omission of the Company
which  relates to the  conduct of the  Company's  businesses  and which arose or
occurred  after the  Effective  Date,  but was not  authorized in writing by the
Buyer's Chief  Executive  Officer of the Buyer;  (.3) any claim by a third party
based on a liability,  obligation,  act or omission of the Company or any of the
Selling  Shareholders  which  does not relate to the  conduct  of the  Company's
businesses  regardless  when it  arose  or  occurred;  (.4)  the  breach  of any
representation,  warranty or covenant of the Company or any Selling  Shareholder
under this  Agreement;  or (.5) any other breach of the duties or obligations of
the Company or any Selling Shareholder under this Agreement.

11.2     Buyer's Obligation

The  Buyer  shall  indemnify,  defend  and  hold  the  Company  and the  Selling
Shareholders   harmless  from,  against  and  with  respect  to  any  liability,
obligation or claim, or any demand, action, suit, proceeding, cause of action or
damage,  of whatever kind or nature  whatsoever,  arising out of, relating to or
resulting  from:  (.1)  any  claim  by a  third  party  based  on  a  liability,
obligation,  act or omission  of the Company or any of the Selling  Shareholders
which  relates to the  conduct of the  Company's  businesses  and which arose or
occurred after the Effective  Date, but was authorized in writing by the Buyer's
Chief  Executive  Officer;  (.2) the breach of any  representation,  warranty or
covenant  of the Buyer  under this  Agreement;  or (.3) any other  breach of the
duties or obligations of the Buyer under this Agreement.

11.3     Additional Provisions

11.3.1 The  obligations  of each party under  paragraphs  11.1 and 11.2, and any
other  indemnity  provision of this  Agreement  shall include the  obligation to
reimburse the indemnified  party for any cost or expense  incurred in connection
therewith, including bond premiums, and attorney's fees and expenses.

11.3.2 An indemnified  party shall promptly notify an indemnifying  party of any
claim that has given or could give rise to an  indemnity  obligation  under this
Agreement.  If the indemnity  obligation  relates to a claim asserted by a third
party against an indemnified  party, the indemnifying party shall have the right
to defend any such claim.  The indemnified  party, at its sole cost and expense,
may employ counsel  acceptable to the  indemnifying  party to participate in the
defense of such claim. So long as the  indemnifying  party is defending any such
claim in good faith,  the  indemnified  party may not settle such claim.  If the
indemnifying  party does not elect to defend  any such  claim,  the  indemnified
party may, but shall have no obligation to do so.

<PAGE>

11.3.3  Subject to the other  provisions of this  paragraph 11, the  indemnified
party shall be entitled to payment from the indemnifying  party immediately upon
final  determination of any claim for which  indemnification  is due, whether by
settlement, judgment, arbitrator's decision or other resolution. Any payment not
made by the indemnifying  party to the indemnified party within ninety (90) days
after such final determination shall bear interest at a rate equal to the lesser
of eighteen percent (18.0%) per year or the maximum rate permitted by law.

                             12 GENERAL PROVISIONS

12.1     Assignment

This  Agreement  shall not be  assigned by any party  without the prior  written
consent of every other party,  which consent,  in  consideration of the personal
nature of the duties and  obligations of the parties under this  Agreement,  and
the value and nature of the  "goodwill" of the ISP Business,  may be withheld by
any party for any reason or no reason whatsoever. Any assignment in violation of
the  provisions  of this  paragraph  shall be null and void ab  initio.  If this
Agreement is assigned in accordance with this paragraph,  such assignment  shall
nevertheless  not relieve the assigning  party of any of its  obligations  under
this  Agreement.  In no event shall any  assignment  of this  Agreement be valid
until the duties and  obligations of the assignor shall have been assumed by the
assignee.  When duly assigned in accordance  with the foregoing,  this agreement
shall be binding upon and shall inure to the benefit of any assignee, and in any
case shall be binding upon and shall inure to the benefit of the parties,  their
heirs, personal representatives and successors.

12.2     No Filing; Confidentiality; Publicity

On account of the proprietary and otherwise  confidential business nature of the
Buyer's present and future business plans,  and except as may be required by law
or the rules of any stock exchange to which any party may be subject:  (.1) this
Agreement shall not be filed with any court or other governmental  authority, or
any other public or quasi-public entity or institution; (.2) the parties to this
Agreement  shall  keep  absolutely   secret  and   confidential  its  terms  and
conditions, and the terms and conditions of and any other information related to
any  transaction  contemplated  by it; and (.3) no party to this Agreement shall
issue or cause  the  publication  of any  press  release  or report or any other
public  announcement or  dissemination  of information  concerning its terms and
conditions, and the terms and conditions of and any other information related to
any  transaction  contemplated by it, without the prior written consent of every
other  party,  which  consent  my be  withheld  for  any  reason  or  no  reason
whatsoever.

<PAGE>

12.3     Notices

All notices or demands  permitted or required under this  Agreement  shall be in
writing,  and shall be deemed  to have  been duly  given or made when  delivered
personally or  dispatched  by regular  first class mail or  recognized  domestic
courier,  postage or fee prepaid, to the party to be charged to the attention of
and at the  address  specified  below or such  other  address  as any  party may
designate from time to time by notice pursuant to this paragraph:

               If to any one or more of the Selling Shareholders:

               To his or her attention and address as specified in Exhibit A.

                           If to the Buyer:

                           Attn.:   Randy L. Phillips, President
                           OTC America, Inc.
                           600 17th Street
                           Suite 950 South
                           Denver, CO  80202-5402
                           Fax:     303.260.6486
                           E-Mail:  rlpcap@sprintmail.com


                           With a copy to:

                           Roger V. Davidson, Esq.
                           Ballard Spahr Andrews & Ingersoll, LLP
                           Seventeenth Street Plaza Building
                           Suite 2300, 1225 17th Street
                           Denver, CO  80202-5596
                           Fax:     303.296.3956
                           E-Mail:  davidson@ballardspahr.com


                           With a copy to:

                           Richard T. Bruno, Esq.
                           600 17th Street
                           Suite 950 South
                           Denver, CO  80202-5402
                           Fax:     303.260.6401
                           E-Mail:  rtbruno@rmi.net


Notice or demand by electronically  transmitted  communication,  e.g.  telegram,
telex,  facsimile,  electronic mail, confirmed by telephone,  shall be effective
upon  confirmation,  provided that a paper copy of said notice or demand is sent
by mail or courier as otherwise  provided by this paragraph  within  twenty-four
(24) hours after its electronic transmission.

<PAGE>

12.4     Applicable Law and Dispute Resolution

12.4.1 This  Agreement  shall be deemed to be a contract  made under the laws of
the State of Colorado,  and for all purposes  shall be governed by and construed
in  accordance  with  the  law  prevailing  in  that  State  without  regard  to
choice/conflict of laws rules or principles.

12.4.2 Before  submitting any  controversy  or claim to arbitration  pursuant to
paragraph  12.4.3,  the  parties  shall  enter  into  good  faith,  non-binding,
alternative  dispute  resolution  (ADR) in accordance with the Center for Public
Resources  Model  Procedure  for Mediation of Business  Disputes.  A party shall
initiate ADR by notice to all other parties.

12.4.3 If ADR is  unsuccessful,  then any  controversy  or claim arising out of,
relating to or in any way connected with this Agreement,  or the interpretation,
breach, or enforcement of any provision of it, shall be submitted to arbitration
in accordance with the then current Commercial Arbitration Rules of the American
Arbitration Association (the "Association") to the extent that such rules do not
conflict with any provisions of this paragraph 12.4.

12.4.4 The  arbitration  shall be held at the regional office of the Association
located in Denver, Colorado, U.S.A.

12.4.5 Any award,  order or judgment by the  arbitrator or panel of  arbitrators
shall be final, binding and conclusive on the parties for all purposes,  and may
be  entered  and  enforced  by any  state  or  federal  court  having  competent
jurisdiction.  Each party agrees to submit to the jurisdiction of any such court
for the purpose of the enforcement of any such award, order or judgment.

12.4.6 In any arbitration proceeding, the arbitrator or panel of arbitrators may
award  reasonable  attorney's  fees and other  arbitration-related  costs to the
substantially prevailing party.

12.4.7   Any arbitration proceeding shall be conducted on a confidential basis.

12.4.8 If equitable  relief is sought under any provision of this Agreement,  it
may be sought  preliminarily or pending the final determination by an arbitrator
or panel of arbitrators, but only from a District Court of the State of Colorado
sitting  in and for the City and County of  Denver,  or from the  United  States
District  Court for the  District of  Colorado.  The parties  hereby  consent in
advance  to  such  exclusive  jurisdiction  and  venue  in any  such  action  or
proceeding commenced in such courts.

12.5     Amendment or Modification

This Agreement may not be amended or modified  other than by a writing  executed
by all of the parties to this Agreement with the same formalities that pertained
to its original execution.

<PAGE>

12.6     Third Party Benefits

Nothing  expressed or implied in this Agreement is intended or will be construed
to confer  upon or give any person or entity  other  than the  parties to it any
benefits,  rights  or  remedies  under,  through  or by  reason  of  it  or  any
transaction contemplated by it.

12.7     Counterparts; Delivery; Language

This  Agreement may be executed in several  counterparts,  each of which when so
executed  will be  deemed  to be an  original  and all of  which  together  will
constitute one and the same  agreement.  The facsimile  exchange of counterparts
shall constitute "delivery" for all purposes under this Agreement.

12.8     Other Matters of Construction

Where the context so permits or requires,  terms defined in the singular  number
shall mean the plural, the plural,  the singular,  and in the neuter gender, the
masculine or feminine genders.  If a court of competent  jurisdiction shall hold
any provision of this Agreement invalid,  unlawful or unenforceable by reason of
it being overly broad,  the parties  agree that a court,  arbitrator or panel of
arbitrators  shall limit ("reform") the scope or duration of such a provision to
its  maximum  valid,  lawful  and  enforceable  scope or  duration.  If a court,
arbitrator or panel of  arbitrators  shall hold any provision in this  Agreement
invalid, unlawful or unenforceable for any other reason, such provision shall be
severed,  and the  validity,  lawfulness  and  enforceability  of all  remaining
provisions of this Agreement  shall not be affected or impaired in any way. Each
party has cooperated in the drafting and preparation of this Agreement,  thus it
shall  not be  construed  against  any  party on the  basis  that  party was its
drafter.  No course of dealing  between the parties nor any failure to exercise,
nor any delay in exercising,  any right, power or privilege under this Agreement
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any right,  power or privilege preclude any other or further exercise thereof or
the  exercise  of any other  right,  power or  privilege.  Except  as  otherwise
provided  by  this  Agreement,  the  rights  and  remedies  provided  by it  are
cumulative  and are in  addition  to, and not  exclusive  of any right or remedy
provided at law or in equity.  The  election of one or more  remedies  shall not
constitute a waiver of the right to pursue any other  remedy.  The titles of the
paragraphs in this Agreement are inserted only as a matter of  convenience,  are
not part of it, and in no way define, limit or affect it or any provision of it.
Each  obligation  binding a party that is contained in this  Agreement  shall be
construed,  absent an express contrary provision,  as being independent of every
other  obligation,  and one party's  failure to comply with any such  obligation
shall not, absent such an express  contrary  provision,  be deemed to excuse any
other party's failure to comply with any or all of its other obligations.


<PAGE>


IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date.

                                       COLORADO EMS FOUNDATION


/s/ Richard T. Bruno                        /s/ Robert W. Dixon
 ---------------------------------      By: ------------------------------------
 Witness                                    Robert W. Dixon
                                            Its Director





 /s/ Richard T. Bruno                        /s/ Robert W. Dixon
 ---------------------------------      By: ------------------------------------
 Witness                                    Robert W. Dixon
                                            Individually



/s/ Richard T. Bruno                        /s/ David T. Dixon
---------------------------------      By: ------------------------------------
 Witness                                   David T. Dixon
                                           Individually



                                        XTELEGENT WEB SOLUTIONS INC.
                                        f/k/a NGP HOLDINGS LTD.

/s/ Richard T. Bruno                        /s/ Robert W. Dixon
---------------------------------      By: ------------------------------------
 Witness                                   Robert W. Dixon
                                           Its President



                                       OTC AMERICA, INC.

/s/ Richard T. Bruno                        /s/ Randy L. Phillips
---------------------------------      By: ------------------------------------
 Witness                                   Randy L. Phillips
                                           Its President



<PAGE>


Exhibit A     Schedule of Shareholders, Acquired Shares and Registered Shares


The  following  is a complete  list of the names and  addresses  of the  Selling
Shareholders, the number of the Acquired Shares each of them owns and is to sell
and  transfer  to the Buyer,  and the  number of  Registered  Shares  each is to
receive in exchange for the Acquired Shares:

<TABLE>



     Name, Address,             Number of        Certificate No(s). of         Number of        Certificate No(s). of
   Tel. No., Fax No.         Acquired Shares        Acquired Shares        Registered Shares      Registered Shares
      and E-Mail            ---------------        ---------------        -----------------      -----------------
       of Selling
      Shareholders

<S>                         <C>                   <C>                     <C>                     <C>

COLORADO EMS FOUNDATION          11,500                    1                    150,000                  TBD
P.O. Box 3771
Grand Junction, CO 81502
Tel.  970.241.5053
Fax  970.241.0735
E-Mail

Robert W. Dixon                   7,750                    2                    100,000                  TBD
P.O. Box 3771
Grand Junction, CO 81502
Tel.  970.241.5053
Fax  970.241.0735
E-Mail
David T. Dixon                    5,750                    3                    75,000                   TBD
4455 Cobbleskill Dr.
Colorado Springs,
CO  80920
Tel.  719.964.9001
Fax

</TABLE>

This Schedule was executed by each Selling  Shareholder  and the Buyer as of the
dates set forth opposite their signatures.
                                       COLORADO EMS FOUNDATION


 /s/ Richard T. Bruno                       /s/ Robert W. Dixon
 ---------------------------------      By: ------------------------------------
 Witness                                    Robert W. Dixon
                                            Its Director





 /s/ Richard T. Bruno                       /s/ Robert W. Dixon
 ---------------------------------      By: ------------------------------------
 Witness                                    Robert W. Dixon
                                            Individually



/s/ Richard T. Bruno                       /s/ David T. Dixon
---------------------------------      By: ------------------------------------
 Witness                                   David T. Dixon
                                           Individually




                                       OTC AMERICA, INC.



 /s/ Richard T. Bruno                       /s/ Randy L. Phillips
 ---------------------------------      By: ------------------------------------
 Witness                                    Randy L. Phillips
                                            Its President




<PAGE>


      Exhibit B Selling Shareholders' and Company's Additional Disclosures


                         Schedule    5.2 Capital Stock

Pursuant to a certain  "Asset  Purchase  Agreement"  among A-Z NET.  COM,  INC.,
Xiaolin Zhang and the Company,  dated and effective 31 October 1999, the Company
made a certain  "Convertible  Promissory  Note" to  Bernheimer & Blau,  P.C., As
Attorneys for Yiliang He, dated and effective 01 November  1999, and the Company
issued a certain  "Warrant"  to the same,  dated and  effective  the same  date,
copies of which were provided to the Buyer during the course of "due diligence."



                                        COLORADO EMS FOUNDATION


/s/ Richard T. Bruno                       /s/ Robert W. Dixon
---------------------------------      By: ------------------------------------
 Witness                                    Robert W. Dixon
                                            Its Director





 /s/ Richard T. Bruno                       /s/ Robert W. Dixon
 ---------------------------------      By: ------------------------------------
 Witness                                    Robert W. Dixon
                                            Individually



/s/ Richard T. Bruno                       /s/ David T. Dixon
---------------------------------      By: ------------------------------------
 Witness                                   David T. Dixon
                                           Individually

<PAGE>

                                       XTELEGENT WEB SOLUTIONS INC.
                                       f/k/a NGP HOLDINGS LTD.

/s/ Richard T. Bruno                       /s/ Robert W. Dixon
---------------------------------      By: ------------------------------------
 Witness                                   Robert W. Dixon
                                           Its President




<PAGE>


                        Schedule 5.7 Financial Statements

No additional disclosures.

                                       COLORADO EMS FOUNDATION

/s/ Richard T. Bruno                       /s/ Robert W. Dixon
---------------------------------      By: ------------------------------------
 Witness                                    Robert W. Dixon
                                            Its Director



 /s/ Richard T. Bruno                       /s/ Robert W. Dixon
 ---------------------------------      By: ------------------------------------
 Witness                                    Robert W. Dixon
                                            Individually



/s/ Richard T. Bruno                       /s/ David T. Dixon
---------------------------------      By: ------------------------------------
 Witness                                   David T. Dixon
                                           Individually

<PAGE>

                                       XTELEGENT WEB SOLUTIONS INC.
                                       f/k/a NGP HOLDINGS LTD.

/s/ Richard T. Bruno                       /s/ Robert W. Dixon
---------------------------------      By: ------------------------------------
 Witness                                   Robert W. Dixon
                                           Its President

<PAGE>


                            Schedule 5.10 Litigation

No additional disclosures.

                                       COLORADO EMS FOUNDATION

/s/ Richard T. Bruno                       /s/ Robert W. Dixon
---------------------------------      By: ------------------------------------
 Witness                                    Robert W. Dixon
                                            Its Director



 /s/ Richard T. Bruno                       /s/ Robert W. Dixon
 ---------------------------------      By: ------------------------------------
 Witness                                    Robert W. Dixon
                                            Individually



/s/ Richard T. Bruno                       /s/ David T. Dixon
---------------------------------      By: ------------------------------------
 Witness                                   David T. Dixon
                                           Individually

<PAGE>

                                       XTELEGENT WEB SOLUTIONS INC.
                                       f/k/a NGP HOLDINGS LTD.

/s/ Richard T. Bruno                       /s/ Robert W. Dixon
---------------------------------      By: ------------------------------------
 Witness                                   Robert W. Dixon
                                           Its President


<PAGE>


                               Schedule 5.11 Taxes

No additional disclosures.


                                       COLORADO EMS FOUNDATION

/s/ Richard T. Bruno                       /s/ Robert W. Dixon
---------------------------------      By: ------------------------------------
 Witness                                    Robert W. Dixon
                                            Its Director



 /s/ Richard T. Bruno                       /s/ Robert W. Dixon
 ---------------------------------      By: ------------------------------------
 Witness                                    Robert W. Dixon
                                            Individually



/s/ Richard T. Bruno                       /s/ David T. Dixon
---------------------------------      By: ------------------------------------
 Witness                                   David T. Dixon
                                           Individually

<PAGE>

                                       XTELEGENT WEB SOLUTIONS INC.
                                       f/k/a NGP HOLDINGS LTD.

/s/ Richard T. Bruno                       /s/ Robert W. Dixon
---------------------------------      By: ------------------------------------
 Witness                                   Robert W. Dixon
                                           Its President

<PAGE>




                Schedule 5.12 Material Contracts and Arrangements

No additional disclosures.


                                       COLORADO EMS FOUNDATION

/s/ Richard T. Bruno                       /s/ Robert W. Dixon
---------------------------------      By: ------------------------------------
 Witness                                    Robert W. Dixon
                                            Its Director



 /s/ Richard T. Bruno                       /s/ Robert W. Dixon
 ---------------------------------      By: ------------------------------------
 Witness                                    Robert W. Dixon
                                            Individually



/s/ Richard T. Bruno                       /s/ David T. Dixon
---------------------------------      By: ------------------------------------
 Witness                                   David T. Dixon
                                           Individually

<PAGE>

                                       XTELEGENT WEB SOLUTIONS INC.
                                       f/k/a NGP HOLDINGS LTD.

/s/ Richard T. Bruno                       /s/ Robert W. Dixon
---------------------------------      By: ------------------------------------
 Witness                                   Robert W. Dixon
                                           Its President



<PAGE>


                    Exhibit C Buyer's Additional Disclosures


                           Schedule 6.2 Capital Stock

The Buyer intends to authorize and cause a "forward [stock] split" of its Common
Stock subsequent to the execution of this Agreement but prior to Closing.  While
this split will operate to change the authorized,  issued and outstanding number
of  shares  of the  Buyer's  Common  Stock,  it will not  change  the  number of
Registered  Shares  each  Selling  Shareholder  is to receive  pursuant  to this
Agreement.  The  Selling  Shareholders  acknowledge  and  agree  that  number of
Registered  Shares  each  Selling  Shareholder  is to receive  pursuant  to this
Agreement has been calculated in view of this material disclosure.

                                          OTC AMERICA, INC.



/s/ Richard T. Bruno                     By:/s/ Randy L. Phillips
-----------------------------------         ------------------------------------
Witness                                     Randy L. Phillips
                                            Its President



<PAGE>


                        Schedule 6.5 Financial Statements

No additional disclosures.



                                          OTC AMERICA, INC.



/s/ Richard T. Bruno                     By:/s/ Randy L. Phillips
-----------------------------------         ------------------------------------
Witness                                     Randy L. Phillips
                                            Its President
<PAGE>


                             Schedule 6.8 Litigation

No additional disclosures.

                                          OTC AMERICA, INC.



/s/ Richard T. Bruno                     By:/s/ Randy L. Phillips
-----------------------------------         ------------------------------------
Witness                                     Randy L. Phillips
                                            Its President
<PAGE>


                               Schedule 6.9 Taxes

No additional disclosures.

                                          OTC AMERICA, INC.



/s/ Richard T. Bruno                     By:/s/ Randy L. Phillips
-----------------------------------         ------------------------------------
Witness                                     Randy L. Phillips
                                            Its President
<PAGE>


                Schedule 6.10 Material Contracts and Arrangements

No additional disclosures.

                                          OTC AMERICA, INC.



/s/ Richard T. Bruno                     By:/s/ Randy L. Phillips
-----------------------------------         ------------------------------------
Witness                                     Randy L. Phillips
                                            Its President