Exhibit 6

                               EXCHANGE AGREEMENT
                                      AND
                             PLAN OF REORGANIZATION


This EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is entered into
by and among Make Your  Move,  Inc.,  a Nevada  corporation,  and its  assignees
("Purchaser"),  and Mimi Hui Ban, an unmarried woman ("Seller"),  with reference
to the following facts:

     A. Allpaq Technologies Corporation,  a California corporation is engaged in
     the business of TN, STN and TFT LCD Technology, designing and manufacturing
     computers,  computer  Liquid  Crystal  Display (LCD)  monitors,  Game Board
     Systems, MP3 Players and LCD panels, and providing other original equipment
     manufacturers  services  under the Allpaq trade name and mark. LCD Displays
     are frequently used in electronic computer games.

     B.  Seller  is the  owner  of one  hundred  thousand  (100,000)  shares  of
     one-tenth  of one cent  ($.001)  par value  common  stock of the  described
     corporation  representing  all the issued and outstanding  capital stock of
     the described corporation.

     C. Seller  wishes to sell,  and  Purchaser  wishes to  acquire,  all of the
     capital stock of the described corporation, on the terms and subject to the
     conditions hereinafter set forth.

     Based   upon  the   foregoing,   and  in   consideration   of  the   mutual
     representations, warranties, covenants and agreements contained herein, the
     parties hereto agree as follows.

               1.  DEFINITIONS . In addition to the terms  defined  elsewhere in
               this Agreement,  as used in this  Agreement,  the following terms
               shall have the following meanings:

                         1.1   "Aboveground   Storage  Tanks"  and  "Underground
                    Storage  Tanks" shall have the meaning given them in Section
                    6901 et seq., as amended,  of RCRA, or any applicable  state
                    or local statute,  law, ordinance,  code, rule,  regulation,
                    order ruling, or decree governing  Aboveground Storage Tanks
                    or Underground Storage Tanks.

                         1.2 "Affiliate"  shall have the meaning  ascribed to it
                    in Rule 12b-2 of the General Rules and Regulations under the
                    Securities Exchange Act of 1934, as amended, as in effect on
                    the date hereof.

                         1.3 "Assets"  means all of the assets and properties of
                    Corporation,  including,  without limitation, all assets and
                    properties  necessary for the conduct of the Business in the
                    manner in which and to the extent to which such  business is
                    currently being conducted and include,  without  limitation,
                    all tangible  and  intangible  assets  owned by  Corporation
                    including  all  vehicles,  equipment  and  inventory and all
                    Contracts,  customer lists,  intellectual property, cash and
                    accounts   receivable  and  all  other  facilities   whether
                    contemplated or under development,  and licenses and permits
                    of Corporation.

                         1.4  "Business"  means the  business of TN, STN and TFT
                    LCD  Technology,   designing  and  manufacturing  computers,
                    computer Liquid Crystal  Display (LCD) monitors,  Game Board
                    Systems,  MP3 Players and LCD panels,  and  providing  other
                    original equipment  manufacturers  services under the Allpaq
                    trade name and mark.

                         1.5   "Charter   Documents"   means  the   Articles  of
                    Incorporation,   Bylaws,  restrictive  stock  agreements  of
                    Corporation, including all amendments thereto.

                         1.6  "Closing"  means the  closing of the  transactions
                    under this Agreement.

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

                         1.8 "Contract"  means any indenture,  lease,  sublease,
                    license,   loan  agreement,   mortgage,   note,   indenture,
                    restriction,  will, trust,  commitment,  obligation or other
                    contract, agreement or instrument, whether written or oral.

                         1.9    "Corporation"    means    Allpaq    Technologies
                    Corporation, a California corporation, and its subsidiaries,
                    collectively.

                         1.10   "Corporation   Shares"  means  the  one  hundred
                    thousand  (100,000)  shares of one-tenth of one cent ($.001)
                    par value stock of Corporation collectively owned by Seller.

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                         1.11 "Environmental,  Health and Safety Laws" means all
                    federal,  state,  regional or local statutes,  laws,  rules,
                    regulations,  codes, orders,  plans,  injunctions,  decrees,
                    rulings,   and   changes  or   ordinances   or  judicial  or
                    administrative interpretations thereof, whether currently in
                    existence or hereafter enacted or promulgated,  any of which
                    govern  (or  purport  to  govern)  or relate  to  pollution,
                    protection of the environment, public health and safety, air
                    emissions, water discharges,  hazardous or toxic substances,
                    solid or hazardous waste or occupational  health and safety,
                    as any  of  these  terms  are or  may  be  defined  in  such
                    statutes,  laws, rules,  regulations,  codes, orders, plans,
                    injunctions,  decrees, rulings and changes or ordinances, or
                    judicial   or   administrative    interpretations   thereof,
                    including, without limitation, the Solid Waste Disposal Act,
                    as amended by the Resource  Conservation and Recovery Act of
                    1976 and subsequent  Hazardous and Solid Waste Amendments of
                    1984 (collectively, "RCRA"); the Comprehensive Environmental
                    Response, Compensation and Liability Act of 1980, as amended
                    by  the   Superfund   Amendment  and   Reauthorization   Act
                    (collectively,    "CERCLA");    the   Hazardous    Materials
                    Transportation  Act; the Toxic  Substances  Control Act; the
                    Clean Air Act; the Clean Water Act; the Federal Insecticide,
                    Fungicide and  Rodenticide  Act, as amended  ("FIFRA");  the
                    Emergency Planning and Community  Right-to-Know Act of 1986,
                    as amended ("EPCRA"); the Occupational Safety and Health Act
                    of 1970, as amended  ("OSHA");  and all  applicable  foreign
                    laws.

                         1.12  "Exchange  Shares"  means  two  hundred  thousand
                    (200,000)  shares of one-tenth of one cent ($.001) par value
                    common stock of Purchaser.

                         1.13  "Financial  Statements"  means the Balance  Sheet
                    dated  not  earlier  than  December  31,  2000  and  related
                    Statement  of  Earnings,  Statement of Cash Flow and related
                    notes of  Corporation  for the year ended December 31, 2000,
                    audited  by  reputable  CPA  firm  such  as  Pricewaterhouse
                    Cooper.

                         1.14  "GAAP"  means   generally   accepted   accounting
                    principles.

                         1.15  "Governmental  Authority"  means  any  nation  or
                    government,  any state,  regional,  local or other political
                    subdivision  thereof,  and any entity or official exercising
                    executive,    legislative,     judicial,    regulatory    or
                    administrative functions of or pertaining to government.

                         1.16 "Insurance Policies" means valid,  outstanding and
                    enforceable  policies of insurance  issued to Corporation by
                    reputable  insurers  covering  the Assets  and the  Business
                    against  risks of the  nature  normally  insured  against by
                    corporations in the same or similar lines of business and in
                    coverage  amounts  typically and reasonably  carried by such
                    corporations

                         1.17  "Intellectual  Property" means (i) all inventions
                    (whether  patentable  or  unpatentable  and  whether  or not
                    reduced to  practice),  all  improvements  thereto,  and all
                    patents,   patent  applications,   and  patent  disclosures,
                    together     with    all     reissuances,     continuations,
                    continuations-in-part,     revisions,     extensions,    and
                    reexaminations thereof, (ii) all trademarks,  service marks,
                    trade  dress,   logos,   together  with  all   translations,
                    adaptations,   derivations,  and  combinations  thereof  and
                    including  all  goodwill  associated   therewith,   and  all
                    applications,  registrations,  and  renewals  in  connection
                    therewith,  (iii) all  copyrightable  works, all copyrights,
                    and  all  applications,   registrations,   and  renewals  in
                    connection   therewith,   (iv)  all  mask   works   and  all
                    applications,  registrations,  and  renewals  in  connection
                    therewith,  (v) all trade secrets and confidential  business
                    information  (including  ideas,  research  and  development,
                    know-how,   formulas,   compositions,    manufacturing   and
                    production   processes  and   techniques,   technical  data,
                    designs,  drawings,  specifications,  customer  and supplier
                    lists,  pricing  and  cost  information,  and  business  and
                    marketing plans and proposals),  (vi) all computer  software
                    (including  data  and  related  documentation),   (vii)  all
                    registered  domain names,  website content,  website related
                    software,   and  all  other   Internet   related  tools  and
                    applications,  (viii) all other proprietary rights, and (ix)
                    all copies and  tangible  embodiments  thereof (in  whatever
                    form or medium).

                         1.18 "Lien" means any mortgage,  deed of trust, pledge,
                    security interest,  encumbrance,  lien or charge of any kind
                    (including,  but not  limited  to, any  conditional  sale or
                    other  title  retention  agreement,  any lease in the nature
                    thereof,  and  the  filing  of  or  agreement  to  give  any
                    financing  statement  under the Uniform  Commercial  Code or
                    comparable law or any  jurisdiction  in connection with such
                    mortgage,  pledge, security interest,  encumbrance,  lien or
                    charge).

                         1.19  "Material  Adverse  Change (or  Effect)"  means a
                    change  (or  effect),   in  the   condition   (financial  or
                    otherwise),   properties,   assets,   liabilities,   rights,
                    obligations,    operations,   business   or   prospects   of
                    Corporation which change (or effect)  individually or in the
                    aggregate,   is  materially   adverse  to  such   condition,
                    properties,   assets,   liabilities,   rights,  obligations,
                    operations, business or prospects.



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                         1.20   "Percentage   Interest"   means  each   Seller's
                    proportionate  interest in the Exchange Shares calculated by
                    dividing (i) the number of Corporation  Shares owned by such
                    Seller  immediately  prior to the  transfer  thereof  at the
                    Closing  by (ii) the  total  number  of  Corporation  Shares
                    transferred to Purchaser at the Closing.

                         1.21  "Person"   means  an   individual,   partnership,
                    corporation,  limited  liability  company,  business  trust,
                    joint   stock   company,   estate,   trust,   unincorporated
                    association,  joint venture, Governmental Authority or other
                    entity, of whatever nature.

                         1.22   "Permits"   means  all   licenses  and  required
                    governmental    or    official    approvals,    permits   or
                    authorizations for the Business and operations.

                         1.23 "Securities Act" means the Securities Act of 1933,
                    as amended.

                         1.24  "Tax  Return"  means  any tax  return,  filing or
                    information  statement  required  to be filed in  connection
                    with or with respect to any Taxes.

                         1.25   "Taxes"   means   all   taxes,   fees  or  other
                    assessments,  including, but not limited to, income, excise,
                    property, sales, franchise, intangible,  withholding, social
                    security  and  unemployment  taxes  imposed by any  federal,
                    state,  local  or  foreign   governmental  agency,  and  any
                    interest or penalties related thereto.

               2. EXCHANGE OF SHARES.

                         2.1 Exchange.  Upon the Closing, in accordance with the
                    terms and conditions  hereof,  Seller shall sell,  transfer,
                    convey and assign to Purchaser the  Corporation  Shares and,
                    in  consideration  for the  conveyance  to  Purchaser of the
                    Exchange  Shares,   Purchaser  shall  issue  to  Seller  the
                    Exchange  Shares.  The Exchange Shares shall be adjusted for
                    Purchaser stock splits and stock  dividends  issued prior to
                    the Closing Date.

                         2.2    Contingent    Consideration.    As    additional
                    consideration   for  the  conveyance  to  Purchaser  of  the
                    Corporation  Shares,  Purchaser  agrees to pay to Seller the
                    sum  of  One   Million,   Two   Hundred   Thousand   Dollars
                    ($1,200,000), in the form of a (5%) royalty payment based on
                    yearly  net  sales.  Once  the  total  of  said  royalty  is
                    satisfied, the Purchaser will be under no further obligation
                    to make said royalty  payment.  The  Purchaser  reserves the
                    right to make a lump sum payment of One Million, Two Hundred
                    Thousand   Dollars   ($1,200,000)  to  satisfy  its  royalty
                    obligation.

                         2.3 Tax  Treatment . Purchaser  and Seller  intend that
                    the transactions contemplated by this Agreement qualify as a
                    reorganization under the provisions of Section 368(a) of the
                    Code;    provided   that   no   party   hereto   makes   any
                    representations   to  any  other  party   hereto  that  this
                    transaction will in fact qualify as such.

               3.  CLOSING,  ITEMS  TO  BE  DELIVERED,  FURTHER  ASSURANCES  AND
               EFFECTIVE DATE.

                         3.1  Time  and  Place  .   Subject  to  the  terms  and
                    conditions  of this  Agreement,  the Closing of the exchange
                    shall take place at 9:00 a.m. on or before June 30, 2001, at
                    the offices of Purchaser's  counsel,  or such other time and
                    place as the parties may otherwise agree.

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                         3.2 Closing Obligations. At the Closing:

                         (a)  Seller's  Deliveries.   Seller  shall  deliver  to
                    Purchaser:

                         (1) Certificates  representing  the Corporation  Shares
                    with duly executed and notarized stock powers attached,  for
                    transfer to Purchaser;

                         (2)  A  release  in  the  form  of  Exhibit  3.2(a)(ii)
                    executed by Seller (the "Release");

                         (3) A  written  opinion  of  counsel  dated  as of  the
                    Closing   Date  in   substantially   the  form  of   Exhibit
                    3.2(a)(iii)  with only such  changes  therein as shall be in
                    form and substance reasonably satisfactory to Purchaser (the
                    "Opinion of Seller's Counsel");

                         (4)  Employment   agreement  in  the  form  of  Exhibit
                    3.2(a)(iv),  executed  by  Seller  (the  "Seller  Employment
                    Agreement");

                         (5) Duly adopted  resolutions of Corporation's Board of
                    Directors  satisfactory  to Purchaser in its sole discretion
                    (A) terminating Corporation's Employee Benefits Plans (other
                    than employee welfare benefit plans),  with such termination
                    effective  prior to the Closing Date,  (B) providing that no
                    contributions  shall be made to  Corporation's  401(k)  Plan
                    after  such  date,  and (C)  directing  Corporation's  legal
                    counsel  to  apply  for  a  determination  letter  from  the
                    Internal  Revenue Service with respect to the termination of
                    the  401(k)  Plan and to  submitting  Notice  of  Intent  to
                    Terminate to all  participants and  beneficiaries  under the
                    401(k) Plan; and

                         (6) A certificate  executed by Seller  representing and
                    warranting to Purchaser  that Seller's  representations  and
                    warranties  hereunder was accurate in all respects as of the
                    date of this Agreement and is accurate in all respects as of
                    the Closing Date as if made on the Closing Date (giving full
                    effect  to  any  supplements  to  the  Schedules  that  were
                    delivered by Seller to Purchaser prior to the Closing Date).

                         (b) Purchaser  Deliveries.  Purchaser  shall deliver to
                    Seller:

                         (1)  Certificates  representing  the number of Exchange
                    Shares to be issued to  Seller at the  Closing  pursuant  to
                    Section 2.1 hereof;

                         (2) A  written  opinion  of  counsel  dated  as of  the
                    Closing Date in substantially the form of Exhibit 3.2(b)(ii)
                    with  only  such  changes  therein  as  shall be in form and
                    substance reasonably satisfactory to Purchaser (the "Opinion
                    of Purchaser's Counsel");

                         (3)  The  Seller  Employment  Agreement,   executed  by
                    Purchaser; and

                         (4) A  certificate  executed by Purchaser to the effect
                    that, except as otherwise stated in such  certificate,  each
                    of  Purchaser's   representations  and  warranties  in  this
                    Agreement  was  accurate  in all  respects as of the date of
                    this  Agreement  and is accurate  in all  respects as of the
                    Closing Date as if made on the Closing Date.

                         (c) Mutual Performance. At or prior to the Closing, the
                    parties  shall also  deliver  to each other the  agreements,
                    certificates,  and other documents and instruments  referred
                    to in Articles 7. and 8. hereof.

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<PAGE>

                         3.3  Third  Party  Consents.  To the  extent  that  the
                    Corporation  Shares  may  not be  transferred  to  Purchaser
                    hereunder  without the consent of another  Person  which has
                    not been obtained,  this  Agreement  shall not constitute an
                    agreement  to  transfer  the same if an  attempted  transfer
                    would  constitute  a  breach  thereof  or be  unlawful,  and
                    Seller,  at her  expense,  shall use their  best  efforts to
                    obtain any such required consent(s) as promptly as possible.
                    If  any  such  consent  shall  not  be  obtained  or if  any
                    attempted  transfer  would be  ineffective  or would  impair
                    Purchaser's  rights  so that  Purchaser  would not in effect
                    acquire  the  benefit  of all such  rights,  Seller,  to the
                    maximum extent permitted by law, shall act after the Closing
                    as Purchaser's  agent in order to obtain for it the benefits
                    thereunder  and  shall  cooperate,  to  the  maximum  extent
                    permitted by law,  with  Purchaser  in any other  reasonable
                    arrangement designed to provide such benefits to Purchaser.

                         3.4 Further Assurances. Each of the parties hereto will
                    cooperate  with the others and  execute  and  deliver to the
                    other parties such other  instruments and documents and take
                    such other actions as may be reasonably  requested from time
                    to time by such  other  party as  necessary  to  carry  out,
                    evidence   and  confirm  the   intended   purposes  of  this
                    Agreement.

                         3.5  Effective   Date.   The  effective  date  of  this
                    Agreement  and  all  related  instruments  executed  at  the
                    Closing shall be the Closing Date.

               4.  REPRESENTATIONS  AND  WARRANTIES OF PURCHASER.  As a material
               inducement  to  Seller  to  enter  into  this  Agreement  and  to
               consummate the transactions  contemplated hereby, Purchaser makes
               the following representations and warranties to Seller.

                         4.1 Corporate  Status . Purchaser is a corporation duly
                    organized,  validly  existing and in good standing under the
                    laws of the State of Nevada.

                         4.2  Corporate  Power and Authority . Purchaser has the
                    corporate  power and  authority  to execute and deliver this
                    Agreement,  to  perform  its  obligations  hereunder  and to
                    consummate the transactions  contemplated hereby.  Purchaser
                    has taken all action  necessary to authorize  the  execution
                    and  delivery  of this  Agreement,  the  performance  of its
                    obligations   hereunder   and   the   consummation   of  the
                    transactions contemplated hereby.

                         4.3  Enforceability  . This  Agreement  has  been  duly
                    executed and delivered by Purchaser and constitutes a legal,
                    valid  and  binding  obligation  of  Purchaser,  enforceable
                    against  Purchaser in accordance  with its terms,  except as
                    the  same  may  be   limited   by   applicable   bankruptcy,
                    insolvency,  reorganization,   moratorium  or  similar  laws
                    affecting the enforcement of creditors' rights generally and
                    general  equitable  principles  regardless  of whether  such
                    enforceability  is  considered  in a proceeding at law or in
                    equity.

                         4.4 No  Commissions. Other than  pursuant  to ongoing
                    contracts or  arrangements  with employees or consultants of
                    Purchaser  or any of its  subsidiaries,  Purchaser  has  not
                    incurred  any  obligation  for any  finder's  or broker's or
                    agent's  fees or  commissions  or  similar  compensation  in
                    connection with the transactions  contemplated hereby, other
                    than  such  compensation  as may be due and  payable  to its
                    officers or employees.

                         4.5  Capitalization.  All of the  Purchaser  Shares (i)
                    have been duly  authorized  and validly issued and are fully
                    paid and non-assessable, (ii) were issued in compliance with
                    all applicable state and federal securities laws, (iii) were
                    not issued in violation of any  preemptive  rights or rights
                    of first refusal,  and (iv) represent  sixteen and 67/100ths
                    percent  (16.67%)  of the issued and  outstanding  shares of
                    capital  stock of Purchaser on a fully  diluted  basis as of
                    the Closing Date.

               5.  REPRESENTATIONS  AND  WARRANTIES  OF  SELLER.  As a  material
               inducement  to  Purchaser  to enter  into this  Agreement  and to
               consummate the transactions contemplated hereby, Seller makes the
               following representations and warranties to Purchaser.

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<PAGE>

                         5.1  Corporate  Status .  Corporation  is a corporation
                    duly organized,  validly existing and in good standing under
                    the laws of the State of  California  and has the  requisite
                    power and  authority to own or lease the Assets and to carry
                    on the Business as now being conducted.  Corporation is duly
                    authorized  and  qualified,   under  all  applicable   laws,
                    regulations, ordinances and orders of public authorities, to
                    carry on the Business in the places and in the manner as now
                    conducted,  except as disclosed on Schedule  5.1,  where the
                    failure to be so  authorized  or qualified  would not have a
                    Material   Adverse   Effect  on  the   Business  or  on  the
                    operations, Assets or condition (financial or otherwise), of
                    Corporation.

                         5.2 Power  and  Authority  .  Seller  has the power and
                    authority to execute and deliver this Agreement,  to perform
                    their   obligations   hereunder   and  to   consummate   the
                    transactions  contemplated  hereby.  Seller  has  taken  all
                    action  necessary to authorize the execution and delivery of
                    this  Agreement,   the  performance  of  their   obligations
                    hereunder,   and  the   consummation  of  the   transactions
                    contemplated hereby.

                         5.3  Enforceability  . This  Agreement  has  been  duly
                    executed and delivered by Seller, and constitutes the legal,
                    valid and binding obligation of Seller,  enforceable against
                    Seller in accordance with its terms.

                         5.4   Capitalization   .  Seller  is  the   record  and
                    beneficial  owner of all of the outstanding  shares of stock
                    of Corporation.  Seller owns the Corporation Shares free and
                    clear of all Liens, restrictions and claims of any kind. All
                    of the Corporation  Shares (i) have been duly authorized and
                    validly issued and are fully paid and  non-assessable,  (ii)
                    were  issued in  compliance  with all  applicable  state and
                    federal  securities laws, (iii) were not issued in violation
                    of any preemptive  rights or rights of first  refusal,  (iv)
                    were issued for fair market value in exchange for cash,  and
                    (v) no preemptive  rights or rights of first refusal  exist,
                    and no such rights arise by virtue of or in connection  with
                    the   transactions   contemplated   hereby.   There  are  no
                    outstanding  or  authorized   rights,   options,   warrants,
                    convertible  securities,   subscription  rights,  conversion
                    rights,  exchange rights or other  agreements or commitments
                    of any kind that could require Corporation to issue or sell,
                    or  require  any Seller to sell or  transfer,  any shares of
                    Corporation's capital stock (or securities  convertible into
                    or exchangeable for shares of its capital stock).  There are
                    no outstanding  stock  appreciation,  phantom stock,  profit
                    participation  or  other  similar  rights  with  respect  to
                    Corporation.  There are no proxies,  voting  rights or other
                    agreements or  understandings  with respect to the voting or
                    transfer of the shares of  Corporation.  Except as set forth
                    on Schedule 5.4, (i)  Corporation is not obligated to redeem
                    or  otherwise  acquire any of its shares of stock,  and (ii)
                    there has been no  transaction  or action taken with respect
                    to the equity  ownership of Corporation in  contemplation of
                    the transactions described in this Agreement.

                         5.5  Subsidiaries . Schedule 5.5 lists the name of each
                    of Corporation's  subsidiaries and sets forth the number and
                    class   of  the   authorized   capital   stock  of  each  of
                    Corporation's  subsidiaries and the number of shares of each
                    of   Corporation's   subsidiaries   which  are   issued  and
                    outstanding,  all of which  shares  (except  as set forth on
                    Schedule  5.5) are owned by  Corporation,  free and clear of
                    all Liens and claims of every kind.  In  addition,  Schedule
                    5.5  also  sets  forth  all   rights,   options,   warrants,
                    convertible  securities,   subscription  rights,  conversion
                    rights,  exchange rights or other  agreements or commitments
                    of any kind that could require any such  subsidiary to issue
                    or sell any shares of the its capital  stock (or  securities
                    convertible  into or exchangeable  for shares of its capital
                    stock).  Except as set forth in  Schedule  5.5,  Corporation
                    does  not  presently  own  of  record  or  beneficially,  or
                    control,   directly  or   indirectly,   any  capital  stock,
                    securities  convertible  into  capital  stock,  or any other
                    equity interest in any corporation,  association or business
                    entity,  nor  is  Corporation,  directly  or  indirectly,  a
                    participant  in any  joint  venture,  partnership  or  other
                    non-corporate entity.

                         5.6 No Violation . The  execution and  consummation  of
                    this  Agreement will not (i) contravene any provision of the
                    Charter  Documents,  (ii) violate or conflict  with any law,
                    statute,   ordinance,   rule,   regulation,   decree,  writ,
                    injunction,  judgment or order of any Governmental Authority
                    or of any arbitration  award which is either  applicable to,
                    binding upon or enforceable  against  Corporation or Seller,
                    or the assets of Corporation, (iii) conflict with, result in
                    any breach of, or  constitute  a default  (or an event which
                    would,  with the  passage of time or the giving of notice or
                    both,  constitute a default)  under, or give rise to a right
                    to terminate,  amend,  modify,  abandon or  accelerate,  any
                    Contract which is applicable to, binding upon or enforceable
                    against Seller or the Assets,  (iv) result in or require the
                    creation or  imposition  of any Lien upon or with respect to
                    any  of the  assets  of  Corporation,  or  (v)  require  the
                    consent,  approval,  authorization  or permit  of, or filing
                    with or notification  to, any  Governmental  Authority,  any
                    court or tribunal or any other Person.

                         5.7 No  Commissions.  Seller and  Corporation  have not
                    incurred  any  obligation  for any  finder's  or broker's or
                    agent's  fees or  commissions  or  similar  compensation  in
                    connection with the transactions contemplated hereby.

                                       6
<PAGE>

                         5.8  Financial  Statements  . Seller has  delivered  to
                    Purchaser  the  Financial  Statements,  a copy of  which  is
                    attached  hereto as Schedule 5.8. The balance sheet dated as
                    of May 31, 2001 of  Corporation  included  in the  Financial
                    Statements  is  referred to herein as the  "Current  Balance
                    Sheet." The Financial  Statements  have been audited by John
                    Moyer,  CPA, have been prepared in accordance with GAAP, and
                    fairly present the financial position of Corporation at each
                    of the balance sheet dates and the results of operations for
                    the  periods  covered  thereby.  The  books and  records  of
                    Corporation  fully  and  fairly  reflect  all  transactions,
                    properties, assets and liabilities of Corporation. There are
                    no  material  special  or  non-recurring  items of income or
                    expense   during  the  periods   covered  by  the  Financial
                    Statements,  and the Current  Balance Sheet does not reflect
                    any write up or revaluation increasing the book value of any
                    assets,  except  as  specifically  disclosed  in  the  notes
                    thereto.  The Financial  Statements  reflect all adjustments
                    necessary   for  a  fair   presentation   of  the  financial
                    information contained therein.

                         5.9 Changes Since the Current Balance Sheet . Except as
                    specifically  set forth in Schedule  5.9,  since the date of
                    the Current  Balance Sheet,  Corporation  has not (i) issued
                    any  capital  stock  or  other  securities;  (ii)  made  any
                    distribution  of or with  respect  to its  capital  stock or
                    other  securities  or  purchased  or  redeemed  any  of  its
                    securities; (iii) paid any bonus to or increased the rate of
                    compensation  of any of its officers or salaried  employees,
                    or amended any other terms of  employment  of such  persons;
                    (iv) sold,  leased or  transferred  any of its properties or
                    assets  other  than  in  the  ordinary  course  of  business
                    consistent with past practice;  (v) made or obligated itself
                    to make  capital  expenditures  other  than in the  ordinary
                    course of business consistent with past practice;  (vi) made
                    any payment in respect of its liabilities  other than in the
                    ordinary  course of business  consistent with past practice;
                    (vii) incurred any obligations or liabilities (including any
                    indebtedness)  or entered into any  transaction or series of
                    transactions  involving in excess of Five  Thousand  Dollars
                    ($5,000) in the aggregate  other than in the ordinary course
                    of business  consistent with past practice,  except for this
                    Agreement and the transactions  contemplated hereby;  (viii)
                    waived, cancelled, compromised or released any rights having
                    a value in excess of Five Thousand  Dollars  ($5,000) in the
                    aggregate; (ix) made or adopted any change in its accounting
                    practice or policies;  (x) made any  adjustment to its books
                    and  records  other than in  respect  of the  conduct of its
                    business  activities in the ordinary course  consistent with
                    past practice;  (xi) entered into any  transaction  with any
                    Affiliate  other  than  intercompany   transactions  in  the
                    ordinary  course of business  consistent with past practice;
                    (xii)  entered  into  any   employment   agreement;   (xiii)
                    terminated,  amended or modified agreements in the aggregate
                    involving  an  amount in  excess  of Five  Thousand  Dollars
                    ($5,000);  (xiv) imposed any security interest or other Lien
                    on  any of its  Assets;  (xv)  delayed  paying  any  account
                    payable which is due and payable  except to the extent being
                    contested   in  good  faith;   (xvi)  made  or  pledged  any
                    charitable  contribution;  (xvii)  entered  into  any  other
                    transaction  or was  subject  to any event  which had or may
                    have  a  Material  Adverse  Effect  on  Corporation  or  the
                    Business;  (xviii) engaged in any transaction  other than in
                    the  ordinary  course of the  Business;  (xix)  suffered  or
                    incurred any work interruptions, labor grievances, or claims
                    filed,  or any  similar  event  which  has or  would  have a
                    Material  Adverse Effect on Corporation or the Business;  or
                    (xx) agreed to do or authorized any of the foregoing.

                                       7
<PAGE>

                         5.10 Litigation . Except as set forth in Schedule 5.10,
                    there is no action,  suit, or other legal or  administrative
                    proceeding   or    governmental    investigation    pending,
                    threatened,  anticipated  or  contemplated  against,  by  or
                    affecting Seller, Corporation,  the Business, or the Assets,
                    or which  questions the validity or  enforceability  of this
                    Agreement or the transactions contemplated hereby, and there
                    is  no  basis  for  any  of  the  foregoing.  There  are  no
                    outstanding  orders,  decrees or stipulations  issued by any
                    Governmental  Authority in any proceeding to which Seller or
                    Corporation  is or was a party which have not been  complied
                    with  in full or  which  continue  to  impose  any  material
                    obligations on Seller, Corporation or the Assets.

                         5.11  Liabilities;  Bank  Accounts . Schedule 5.11 sets
                    forth  all  liabilities  or  obligations,  whether  accrued,
                    absolute,   contingent   or   otherwise,   of   Corporation,
                    including,   without   limitation,   (i)   liabilities   and
                    obligations  reflected on the Current  Balance Sheet and not
                    paid  or  discharged,   (ii)   liabilities  and  obligations
                    exceeding Ten Thousand  Dollars  ($10,000) in the aggregate,
                    incurred in the ordinary course of business  consistent with
                    past practice  since the date of the Current  Balance Sheet,
                    and (iii)  liabilities  incurred in the  ordinary  course of
                    business  prior to the  date of the  Current  Balance  Sheet
                    which, in accordance with GAAP  consistently  applied,  were
                    not  required to be recorded  thereon (the  liabilities  and
                    obligations  referenced  in (i),  (ii) and  (iii)  above are
                    referred to as the  "Designated  Liabilities").  None of the
                    Designated  Liabilities  relates to any breach of  contract,
                    breach of warranty, tort, infringement, or violation of law,
                    and none arose out of any action, suit, claim,  governmental
                    investigation, or arbitration proceeding. Schedule 5.11 also
                    sets  forth  the   outstanding   principal   amount  of  and
                    outstanding  interest  on (as of the date  set  forth in the
                    Schedule)   all   indebtedness   for   borrowed   money  and
                    capitalized  lease  obligations  (including the  outstanding
                    principal  amount and  accrued but unpaid  interest  and the
                    name of the  lender)  owed to a bank or any other  Person by
                    Corporation.  Schedule  5.11 also lists the account  numbers
                    and  names  of  each  bank,   broker  or  other   depository
                    institution  at which  Corporation  maintains  a  depository
                    account, and the names of all persons authorized to withdraw
                    funds from each such account.

                         5.12  Undisclosed   Liabilities.   Corporation  has  no
                    liabilities, and there is no basis for any present or future
                    charge,  complaint,   action,  suit,  proceeding,   hearing,
                    investigation,  claim or demand against  Corporation  giving
                    rise to any liability, except those liabilities reflected in
                    the Financial Statements. Corporation has not guaranteed the
                    obligations of any third Person.

                         5.13 Environmental Matters .

                         (a)  Corporation  is  and  has  at all  times  been  in
                    compliance  with all  Environmental,  Health and Safety Laws
                    governing   the   Business  and  its   operations,   Assets,
                    including,  without  limitation,  Environmental,  Health and
                    Safety  Laws with  respect  to  discharges  into the  ground
                    water,  surface water and soil,  emissions  into the ambient
                    air,  and  generation,   accumulation,  storage,  treatment,
                    transportation, transfer, labeling, handling, manufacturing,
                    use, spilling,  leaking,  dumping,  discharging,  release or
                    disposal of Hazardous  Substances  (as defined  herein),  or
                    other  Waste  (as  described  herein).  Corporation  is  not
                    currently liable for any penalties, fines or forfeitures for
                    failure to comply with any Environmental,  Health and Safety
                    Laws.  Corporation  is in full  compliance  with all notice,
                    record   keeping   and   reporting   requirements   of   all
                    Environmental, Health and Safety Laws, and has complied with
                    all  informational  requests  or demands  arising  under the
                    Environmental, Health and Safety Laws.

                         (b) Corporation has not generated,  manufactured, used,
                    transported, transferred, stored, handled, treated, spilled,
                    leaked, dumped, discharged, released or disposed, nor has it
                    allowed  or  arranged  for any third  parties  to  generate,
                    manufacture, use, transport, transfer, store, handle, treat,
                    spill,  leak,  dump,  discharge,   release  or  dispose  of,
                    Hazardous  Substances  or other Waste to or at any  location
                    other  than  a  site  lawfully  permitted  to  receive  such
                    Hazardous  Substances or other Waste for such purposes,  nor
                    has it  performed,  arranged for or allowed by any method or
                    procedure such generation, manufacture, use, transportation,
                    transfer, storage, treatment,  transport, spillage, leakage,
                    dumping, discharge,  release or disposal in contravention of
                    any Environmental,  Health and Safety Laws.  Corporation has
                    not generated, manufactured, used, stored, handled, treated,
                    transported,  spilled, leaked, dumped, discharged,  released
                    or disposed of, or allowed or arranged for any third parties
                    to  generate,   manufacture,   use,  store,  handle,  treat,
                    transport, spill, leak, dump, discharge,  release or dispose
                    of, Hazardous  Substances or other Waste upon property owned
                    or leased by it, except as permitted by law. For purposes of
                    this  Section,  the  term  "Hazardous  Substances"  shall be
                    construed   broadly  to  include  any  toxic  or   hazardous
                    substance,  material,  or waste, and any other  contaminant,
                    pollutant or constituent  thereof,  whether  liquid,  solid,
                    semi-solid,   sludge  and/or  gaseous,   including   without
                    limitation, chemicals, compounds,  by-products,  pesticides,
                    asbestos  containing   materials,   petroleum  or  petroleum
                    products,  and  polychlorinated  biphenyls,  the presence of
                    which  requires   investigation  or  remediation  under  any
                    Environmental, Health and Safety Laws or which are or become
                    regulated, listed or controlled by, under or pursuant to any
                    Environmental  Health and Safety Laws.  For purposes of this
                    Section,  the term  "Waste"  shall be  construed  broadly to
                    include agricultural wastes,  biomedical wastes,  biological
                    wastes,  bulky wastes,  construction and demolition  debris,
                    garbage,  household wastes,  industrial solid wastes, liquid
                    wastes, recyclable materials,  sludge, solid wastes, special
                    wastes, used oils, white goods, and yard trash.

                                       8
<PAGE>

                         (c) Corporation has not caused, or allowed to be caused
                    or  permitted,  either by action or  inaction,  a Release or
                    Discharge,  or  threatened  Release  or  Discharge,  of  any
                    Hazardous  Substance  on, into or beneath the surface of any
                    property  owned  or  leased  by it  (for  purposes  of  this
                    Section,  the  "Premises").  There has not occurred,  nor is
                    there  presently  occurring,  a  Release  or  Discharge,  or
                    threatened Release or Discharge,  of any Hazardous Substance
                    on,  into  or  beneath  the  surface  of the  Premises.  For
                    purposes  of  this   Section,   the  terms   "Release"   and
                    "Discharge"  shall  have  the  meanings  given  them  in the
                    Environmental, Health and Safety Laws.

                         (d)   Corporation    has   not   generated,    handled,
                    manufactured,  treated, stored, used, shipped,  transported,
                    transferred, or disposed of, nor has it allowed or arranged,
                    by contract,  agreement or otherwise,  for any third parties
                    to generate, handle,  manufacture,  treat, store, use, ship,
                    transport,  transfer or dispose of, any Hazardous  Substance
                    or other Waste to or at a site which,  pursuant to CERCLA or
                    any similar  state law (i) has been  placed on the  National
                    Priorities  List  or  its  state  equivalent;  or  (ii)  the
                    Environmental Protection Agency or the relevant state agency
                    has  notified   Corporation  that  it  has  proposed  or  is
                    proposing  to place on the National  Priorities  List or its
                    state  equivalent.   Neither   Corporation  nor  Seller  has
                    received   notice,   and  Corporation  and  Seller  have  no
                    knowledge  of any facts which could give rise to any notice,
                    that  Corporation is a potentially  responsible  party for a
                    federal,  state or local  environmental  cleanup site or for
                    corrective action under CERCLA, RCRA or any other applicable
                    Environmental  Health and Safety Laws.  Corporation  has not
                    submitted nor was required to submit any notice  pursuant to
                    Section  103(c)  of CERCLA  with  respect  to the  Premises.
                    Corporation has not received any written or oral request for
                    information   in  connection   with  any  federal  or  state
                    environmental cleanup site, or in connection with any of the
                    real   property   or   premises   where   Corporation   have
                    transported,   transferred  or  disposed  of  other  Wastes.
                    Corporation  has not been required to undertake,  nor has it
                    undertaken,  any  response or  remedial  actions or clean-up
                    actions  of any  kind  at the  request  of any  Governmental
                    Authorities  or at the  request  of any other  third  party.
                    Corporation has no liability under any Environmental, Health
                    and  Safety  Laws  for  personal  injury,  property  damage,
                    natural resource damage, or clean up obligations.

                         (e)  Corporation  does  not use,  nor has it used,  any
                    Aboveground  Storage Tanks or Underground Storage Tanks, and
                    there are not now nor have there  ever been any  Underground
                    Storage Tanks on the Premises.

                         (f)  Schedule  5.13   identifies   the  operations  and
                    activities, and locations thereof, which have been conducted
                    and are being conducted by Corporation on the Premises which
                    have  involved  the   generation,   accumulation,   storage,
                    treatment,      transportation,      labeling,     handling,
                    manufacturing, use, spilling, leaking, dumping, discharging,
                    release or disposal of Hazardous  Substances.  Schedule 5.13
                    also  identifies  the  locations  to which  Corporation  has
                    transferred,  transported,  hauled,  moved,  or  disposed of
                    Waste over the past five (5) years and the types and volumes
                    of  Waste  transferred,   transported,   hauled,  moved,  or
                    disposed of to each such location.

                         5.14 Real  Property,  Leases and  Significant  Personal
                    Property .  Schedule  5.14 sets forth all real and  personal
                    property  included (or that will be included) on the Current
                    Balance  Sheet,  all other  real and  personal  property  of
                    Corporation  with a value in  excess of Two  Thousand,  Five
                    Hundred  Dollars  ($2,500)  and  acquired  since the Current
                    Balance  Sheet  Date,  and all leases for real and  personal
                    property to which  Corporation is a party  involving real or
                    personal  property having a value in excess of Two Thousand,
                    Five  Hundred  ($2,500),   including,   in  each  case,  and
                    indication  as  to  which  real  and  personal  property  is
                    currently  owned,  or  was  formerly  owned,  by  Seller  or
                    Corporation or their Affiliates.  True, complete and correct
                    copies of all such leases have been  provided to  Purchaser.
                    Except as set forth in Schedule  5.14, (i) all of the trucks
                    and other  material  machinery  and  equipment and all other
                    tangible assets of Corporation are in good working order and
                    condition,  ordinary  wear and tear  excepted  and have been
                    maintained in accordance with all applicable  specifications
                    and warranties;  (ii) all leases set forth in Schedule 5.14,
                    are in full  force  and  effect  and  constitute  valid  and
                    binding  agreements of Corporation and constitute  valid and
                    binding   agreements  of  the  other   parties   thereto  in
                    accordance with their respective  terms; and (iii) all fixed
                    assets used by  Corporation  are either owned by Corporation
                    or leased under a valid  agreement.  Schedule 5.14 also sets
                    forth  a  summary  description  of  all  plans  or  projects
                    involving the opening of new  operations or the  acquisition
                    of any real property or existing  business,  with respect to
                    which  Corporation  has made any expenditure in the two-year
                    period  prior to the date of the  Agreement in excess of Ten
                    Thousand  Dollars  ($10,000) in the  aggregate,  or which if
                    pursued by Corporation would require additional expenditures
                    of capital in excess of Ten  Thousand  Dollars  ($10,000) in
                    the aggregate.

                                       9
<PAGE>

               5.15 Good Title,  Adequacy and Condition . Except as set forth in
               Schedule 5.15,  Corporation  has, and at Closing will have, good,
               legal,  and  marketable  title to the  Assets  with full power to
               sell,  transfer and assign the same,  free and clear of any Lien.
               The Assets  constitute,  in the aggregate,  all of the assets and
               properties  necessary  for the  conduct  of the  Business  in the
               manner  in which  and to the  extent to which  such  business  is
               currently being conducted and include,  without  limitation,  all
               tangible and intangible assets owned by Corporation including all
               vehicles, equipment and inventory (more particularly described in
               Schedule 5.15), and all Contracts,  customer lists,  Intellectual
               Property,   cash  and   accounts   receivable,   and  Permits  of
               Corporation.

               5.16  Compliance  with Laws .  Corporation is not in violation of
               any law or  regulation  or any  order of any  court  or  federal,
               state, local or other Governmental  Authority having jurisdiction
               over Corporation, and, except to the extent set forth on Schedule
               5.16, there are no claims,  actions, suits or proceedings pending
               or, to the  knowledge  of  Corporation,  threatened,  against  or
               affecting  Corporation or the Business,  at law or in equity,  or
               before  or by any  federal,  state,  local or other  Governmental
               Authority having  jurisdiction over any of them, and no notice of
               any such claim,  action,  suit or proceeding,  whether pending or
               threatened,  has been received.  Corporation has conducted and is
               conducting  the  Business in  compliance  with the  requirements,
               standards,  criteria  and  conditions  set  forth  in  applicable
               federal, state and local statutes, ordinances, orders, approvals,
               variances,  rules and  regulations and is not in violation of any
               of the foregoing.

                         5.17 Employee Benefit Plans.

                         (a) Schedule  5.17  contains a list setting  forth each
                    employee   benefit  plan  or  arrangement  of   Corporation,
                    including but not limited to employee  profit sharing plans,
                    as defined in Section 3(2) of the Employee Retirement Income
                    Security Act of 1974,  as amended  ("ERISA"),  multiemployer
                    plans,  as  defined  in  Section  3(37) of  ERISA,  employee
                    welfare  benefit plans, as defined in Section 3(1) of ERISA,
                    deferred  compensation  plans,  stock  option  plans,  bonus
                    plans, stock purchase plans, hospitalization, disability and
                    other  insurance  plans,  severance or termination pay plans
                    and  policies,  whether or not  described in Section 3(3) of
                    ERISA, in which employees,  their spouses or dependents,  of
                    Corporation participate ("Employee Benefit Plans") (true and
                    accurate  copies of  which,  together  with the most  recent
                    annual  reports on Form 5500 and summary  plan  descriptions
                    with respect  thereto,  were furnished to  Purchaser).  With
                    respect  to each  Employee  Benefit  Plan  (i) each has been
                    administered in all material respects in compliance with its
                    terms  and  with all  applicable  laws,  including,  but not
                    limited  to,  ERISA and the Code;  (ii) no  actions,  suits,
                    claims or disputes  are  pending,  or  threatened;  (iii) no
                    audits, inquiries, reviews, proceedings,  claims, or demands
                    are pending with any governmental or regulatory agency; (iv)
                    there are no facts  which  could  give rise to any  material
                    liability in the event of any investigation,  claim, action,
                    suit, audit,  review, or other proceeding;  (v) all material
                    reports, returns, and similar documents required to be filed
                    with any  governmental  agency  or  distributed  to any plan
                    participant  have been duly or timely filed or  distributed;
                    and (vi) no "prohibited transaction" has occurred within the
                    meaning of the applicable provisions of ERISA or the Code.

                                       10
<PAGE>

                         (b) With respect to each Employee Benefit Plan intended
                    to qualify  under  Code  Section  401(a) or 403(a):  (i) the
                    Internal    Revenue   Service   has   issued   a   favorable
                    determination  letter, true and correct copies of which have
                    been  furnished to Purchaser,  that such plans are qualified
                    and  exempt  from  federal   income  taxes;   (ii)  no  such
                    determination  letter  has  been  revoked  nor,  to the best
                    knowledge of Corporation  and Seller,  has  revocation  been
                    threatened,  nor  has  any  amendment  or  other  action  or
                    omission  occurred  with  respect to any such plan since the
                    date of its most recent  determination letter or application
                    therefor in any respect  which  would  adversely  affect its
                    qualification  or  materially  increase its costs;  (iii) no
                    such plan has been  amended in a manner  that would  require
                    security  to  be  provided  in   accordance   with   Section
                    401(a)(29) of the Code; (iv) no reportable event (within the
                    meaning of Section 4043 of ERISA) has  occurred,  other than
                    one for which the 30-day notice requirement has been waived;
                    and (v) as of the Closing  Date,  the  present  value of all
                    liabilities  that  would  be  "benefit   liabilities"  under
                    Section  4001(a)(16) of ERISA if benefits  described in Code
                    Section  411(d)(6)(B) were included will not exceed the then
                    current  fair  market  value  of the  assets  of  such  plan
                    (determined  using the  actuarial  assumptions  used for the
                    most recent actuarial valuation for such plan).

                         (c)  None  of  the  Employee  Benefit  Plans  obligates
                    Corporation  to pay  separation,  severance,  termination or
                    similar  benefits  solely  as a  result  of any  transaction
                    contemplated  by this  Agreement  or solely as a result of a
                    "change of control" (as such term is defined in Section 280G
                    of  the  Code),  and  all  required  or  discretionary   (in
                    accordance with historical  practices)  payments,  premiums,
                    contributions,  reimbursements,  or accruals for all periods
                    ending prior to or as of the Closing shall have been made or
                    properly accrued on the Current Balance Sheet of Corporation
                    as of the Closing,  and none of the Employee  Benefit  Plans
                    has any unfunded  liabilities which are not reflected on the
                    Current Balance Sheet of Corporation.

                                       11
<PAGE>

                         5.18 Tax Returns and Examinations.  Except as set forth
                    on Schedule 5.18, (i) all Tax Returns  required to have been
                    filed by or with respect to Corporation  and any affiliated,
                    combined,  consolidated,  unitary or similar  group of which
                    Corporation is or was a member (a "Relevant Group") with any
                    Governmental  Authority have been duly filed,  and each such
                    Tax Return  correctly  and  completely  reflects the income,
                    franchise or other Tax liability and all other  information,
                    including  the tax basis and  recovery  periods  for assets,
                    required  to  be  reported  thereon;  (ii)  Corporation  has
                    furnished  or  made  available  to  Purchaser  complete  and
                    accurate copies of all income and franchise tax returns, and
                    any amendments thereto, filed by Corporation for all taxable
                    years ending on or after December 31, 2000;  (iii) all Taxes
                    (whether  or not shown on any Tax Return and  whether or not
                    assessed)  owed by  Corporation  have  been  paid;  (iv) the
                    provisions for Taxes due by  Corporation  (as opposed to any
                    reserve for deferred  Taxes  established  to reflect  timing
                    differences  between  book and tax income) in the  Financial
                    Statements  are sufficient  for, and adequate to cover,  all
                    unpaid Taxes of Corporation;  (v) Corporation is not a party
                    to any current agreement  extending the time within which to
                    file any Tax Return; (vi) no claim has ever been made by any
                    Taxing Authority in a jurisdiction in which Corporation does
                    not  file  Tax  Returns  that  it is or  may be  subject  to
                    taxation  by  that   jurisdiction;   (vii)  Corporation  has
                    withheld and paid all Taxes  required to have been  withheld
                    and paid in  connection  with  amounts  paid or owing to any
                    employee,  creditor,  independent  contractor or other third
                    party;  (viii)  Corporation does not expect any Governmental
                    Authority  to assess  any  additional  Taxes  against  or in
                    respect of it for any past period;  (ix) there is no dispute
                    or claim concerning any Tax liability of Corporation  either
                    (a) claimed or raised by any  Governmental  Authority or (b)
                    otherwise  known to  Corporation;  (x) no  issues  have been
                    raised in any examination by any Governmental Authority with
                    respect to which,  by  application  of  similar  principles,
                    reasonably  could  be  expected  to  result  in  a  proposed
                    deficiency  for  any  other  period  not so  examined;  (xi)
                    Schedule  5.18 lists all federal,  state,  local and foreign
                    income Tax Returns  filed by or with respect to  Corporation
                    for all taxable  periods  ended on or after January 1, ____,
                    and  indicates  those tax  returns  that  currently  are the
                    subject  of  audit;   (xii)  Corporation  has  delivered  to
                    Purchaser complete and correct copies of all federal, state,
                    local and foreign  income Tax Returns  filed by, and all Tax
                    examination reports and statements of deficiencies  assessed
                    against or agreed to by,  Corporation since January 1, 2001;
                    (xiii) Corporation has not waived any statute of limitations
                    in respect of Taxes or agreed to any  extension of time with
                    respect  to  any  Tax   assessment  or   deficiency;   (xiv)
                    Corporation  has not made any payments,  is not obligated to
                    make any payments,  and is not a party to any agreement that

                                       12
<PAGE>

                    under  certain  circumstances  could  require it to make any
                    payments,  that  would  not be  deductible  by reason of the
                    application of Section 280G of the Code; (xv) Corporation is
                    not a party  to any Tax  allocation  or  sharing  agreement;
                    (xvi)  none  of  the  assets  of   Corporation   constitutes
                    tax-exempt   bond-financed   property  or   tax-exempt   use
                    property,  within the  meaning  of Section  168 of the Code;
                    (xvii) Corporation is not a party to any "safe harbor lease"
                    that is subject to the  provisions  of Section  168(f)(8) of
                    the Code as in effect  prior to the Tax  Reform Act of 1986,
                    or to any "long-term contract" within the meaning of Section
                    460 of the Code;  (xviii)  Corporation is not a party to any
                    joint  venture,  partnership  or other  arrangement  that is
                    treated as a  partnership  for federal  income Tax purposes;
                    (xix) there are no accounting method changes, or proposed or
                    threatened  accounting  method changes,  of Corporation that
                    could give rise to any  adjustment  under Section 481 of the
                    Code for periods  after the Closing Date;  (xx)  Corporation
                    has  not  received  any  written  ruling  of a  Governmental
                    Authority  related to Taxes or entered  into any written and
                    legally  binding  agreement  with a  Governmental  Authority
                    relating  to  Taxes;   (xxi)   Corporation  has  substantial
                    authority  for  the  treatment  of,  or  has  disclosed  (in
                    accordance with Section  6662(d)(2)(ii)  of the Code) on its
                    federal  income  Tax  Returns,  all  positions  taken on its
                    relevant  federal income Tax Returns that could give rise to
                    a substantial  understatement  of federal  income Tax within
                    the  meaning  of  Section   6662(d)  of  the  Code;   (xxii)
                    Corporation  has no liability  for Taxes of any Person other
                    than  Corporation (a) under Section 1.1502-6 of the Treasury
                    regulations  (or any similar  provision  of state,  local or
                    foreign  law),  (b) as a  transferee  or  successor,  (c) by
                    contract or (d) otherwise; (xxiii) no consent has been filed
                    relating to  Corporation  pursuant to Section  341(f) of the
                    Code, nor has  Corporation  made any tax election that would
                    materially   increase   the  amount  of  Taxes   payable  by
                    Corporation  in any period after the Closing;  (xxiv) Seller
                    will pay her respective expenses incurred in connection with
                    this  transaction;  (xxv)  Corporation  is not an investment
                    company defined in Section 368(a)(2)(F)(iii) and (iv) of the
                    Code;  and  (xxvi)  the fair  market  value of the Assets of
                    Corporation  exceeds  the sum of its  liabilities,  plus the
                    amount of  liabilities,  if any,  to which  the  transferred
                    assets are  subject;  (xxvii)  Corporation  is not under the
                    jurisdiction of a court in a Title 11 or similar case within
                    the meaning of Section 368(a)(3)(A) of the Code.

                         5.19  Insurance  .  Corporation  and the  Business  are
                    covered by valid,  outstanding and  enforceable  policies of
                    insurance  issued  to  Corporation  by  reputable   insurers
                    covering its  properties,  Assets and the  Business  against
                    risks of the nature normally insured against by corporations
                    in the same or similar  lines of  business  and in  coverage
                    amounts   typically   and   reasonably   carried   by   such
                    corporations  (the  "Insurance  Policies").   The  Insurance
                    Policies are in full force and effect,  and all premiums due
                    thereon have been paid.  Corporation  has complied  with the
                    provisions of the Insurance  Policies.  Corporation  has not
                    failed to give,  in a timely  manner,  any  notice  required
                    under any of the  Insurance  Policies to preserve its rights
                    thereunder.

                                       13
<PAGE>

                         5.20  Receivables  .  All  of  the  receivables   being
                    transferred  to  Purchaser  hereunder  are valid and legally
                    binding, represent bona fide transactions,  and arose in the
                    ordinary  course of  business  of  Corporation.  All of such
                    receivables are good and collectible  receivables,  and will
                    be  collected in full in  accordance  with the terms of such
                    receivables  (and in any event  within six months  following
                    the Closing), without setoff or counterclaims.

                         5.21 Licenses and Permits .  Corporation  possesses all
                    Permits for its  Business  and  operations.  All Permits are
                    valid  and in  full  force  and  effect,  Corporation  is in
                    compliance in all material respects with their requirements,
                    and no  proceeding  is  pending or  threatened  to revoke or
                    amend any of the Permits.  None of the Permits is or will be
                    impaired  or in  any  way  affected  by  the  execution  and
                    delivery of this Agreement or the transactions  contemplated
                    hereby.

                         5.22 Contracts,  Customer Lists and Employment Matters.
                    Schedule   5.22  lists  all   customers   and  Contracts  of
                    Corporation,  including, without limitation, (i) any written
                    arrangement  (or  group  of  written  arrangements)  for the
                    furnishing or receipt of services that calls for performance
                    over a period of more than one (1)  year;  (ii) any  written
                    arrangement concerning a partnership or joint venture; (iii)
                    any written  arrangement (or group of written  arrangements)
                    under which Corporation has created,  incurred or assumed or
                    may  create,   incur  or  assume   indebtedness   (including
                    capitalized  lease  obligations)  involving  more  than  Ten
                    Thousand Dollars ($10,000) or under which it has imposed (or
                    may  impose)  a  security  interest  on any  of its  Assets,
                    tangible or intangible;  (iv) any employment agreement;  (v)
                    any  written  arrangement   concerning   confidentiality  or
                    non-competition;  (vi)  any  written  arrangement  involving
                    Corporation and its present or former affiliates,  officers,
                    directors  or  shareholders;  (vii) any written  arrangement
                    under  which the  consequences  of a default or  termination
                    could  have  a  material   adverse  effect  on  the  assets,
                    liabilities,  business,  financial condition,  operations or
                    future  prospects of  Corporation;  (viii) any other written
                    arrangement  (or  group  of  related   arrangements)  either
                    involving  more than Ten Thousand  Dollars  ($10,000) or not
                    entered  into in the ordinary  course of Business;  and (ix)
                    that account for more than one percent (1%) of Corporation's
                    annual  revenue for the  twelve-month  period ending May 31,
                    2001.  All  of the  Contracts  (i)  are  valid  and  binding
                    obligations of the parties, (ii) are not in default nor will
                    become in default  solely upon notice or the passage of time
                    without  curative action and (iii) will remain in full force
                    and effect  following  the Closing,  without  requiring  the
                    consent of the other parties  thereto and without  causing a
                    default,  right to  terminate  or right to modify  any terms
                    under  any such  Contracts.  Corporation  has  delivered  to
                    Purchaser   true,   complete  and  correct   copies  of  all
                    Contracts.  None of the  parties to the  Material  Contracts
                    (which include all of Corporation's  significant  customers)
                    has cancelled or substantially  reduced or, to the knowledge
                    of  Corporation  or  Seller,  is  currently   attempting  or
                    threatening to cancel any Contract or  substantially  reduce
                    utilization  of the services  provided by  Corporation,  and
                    Corporation   has   complied   with  all   commitments   and
                    obligations  pertaining  to  any  Contract,  and  is  not in
                    default  under any such  Contract,  and no notice of default
                    has been received.  Corporation  has not been the subject of
                    any election in respect of union representation of employees
                    and is not bound by or subject to any  arrangement  with any
                    labor union.  No employees of Corporation are represented by
                    any labor  union or  covered  by any  collective  bargaining
                    agreement and no campaign to establish  such  representation
                    has ever occurred or is in progress. There is no pending, or
                    to Seller's  knowledge,  threatened labor dispute  involving
                    Corporation and any group of employees,  nor has Corporation
                    experienced  any  labor  interruptions  over the past  three
                    years  and  Corporation   considers  its  relationship  with
                    employees to be good,  except as set forth on Schedule 5.22.
                    The  Corporation  is not a  party  to any  verbal  contract,
                    agreement or other arrangement  which, if reduced to written
                    form,  would be  required  to be  listed in  Schedule  5.22.
                    Seller has  delivered  to  Purchaser a correct and  complete
                    copy of each written arrangement, as amended to date, listed
                    in Schedule 5.22.

                                       14
<PAGE>

                         5.23 Officers, Directors and Key Employees;  Employment
                    Agreements;  Compensation  .  Schedule  5.23  sets  forth an
                    accurate  list  showing  all  officers,  directors  and  key
                    employees of Corporation,  listing all employment agreements
                    with such  officers,  directors and key  employees  (and any
                    other   employees   having    employment    agreement   with
                    Corporation) and the rate of compensation  (and the portions
                    thereof    attributable   to   salary,   bonus   and   other
                    compensation,   respectively)   of  each  of  such  persons.
                    Schedule 5.23 also lists any increase in compensation or any
                    special bonus payable to any officer, director, key employee
                    or other employee of Corporation.

                         5.24 Predecessor  Status, etc. Schedule 5.24 sets forth
                    all names of all predecessor  corporations for the past five
                    years of  Corporation,  including  the names of any entities
                    from whom Corporation  previously  acquired material assets.
                    Except as disclosed in Schedule  5.24,  Corporation  has not
                    been a subsidiary  or division of another  corporation  or a
                    part of an acquisition which was later rescinded.

                         5.25  Spin-Off by  Corporation . Except as set forth in
                    Schedule 5.25, there has not been,  within the preceding two
                    (2) years, any sale, spin-off or split-up of material assets
                    of  Corporation or any other person or entity that directly,
                    or indirectly through one or more intermediaries,  controls,
                    or is  controlled  by,  or is  under  common  control  with,
                    Corporation other than in the ordinary course of business.

                         5.26 Securities Law Representations.

                         (a) Seller was granted access to the business premises,
                    offices,  properties, and business,  corporate and financial
                    books and  records of  Purchaser.  Seller was  permitted  to
                    examine  the  foregoing  records,  to  question  officers of
                    Purchaser,  and to make such  other  investigations  as they
                    considered  appropriate  to determine or verify the business
                    and financial condition of Purchaser. Purchaser furnished to
                    Seller all  information  regarding  its business and affairs
                    that Seller requested.

                         (b) Seller recognizes that the Exchange Shares will not
                    be registered  under the  Securities  Act and will therefore
                    constitute  "restricted  securities" as defined  pursuant to
                    Rule  144(a)(3)  under the Securities Act under which means,
                    among other things,  that Seller  generally will not be able
                    to sell the Exchange Shares for a period of at least one (1)
                    year  following  the  Closing  Date,  and may  not be  sold,
                    offered  for sale,  transferred,  pledged,  hypothecated  or
                    otherwise   disposed  of  except  in  compliance   with  the
                    Securities Act, as such, by way of illustration  but without
                    limitation, in compliance the safe harbor provisions of Rule
                    144; further,  the legal  consequences of the foregoing mean
                    that Seller must bear the economic risk of the investment in
                    the  Exchange  Shares  for an  indefinite  period  of  time;
                    further, if either Seller desires to sell or transfer all or
                    any part of the Exchange Shares,  Purchaser may require such
                    Seller's  counsel  to  provide  a  legal  opinion  that  the
                    transfer  may  be  made  without   registration   under  the
                    Securities  Act;  further,   other  restrictions   discussed
                    elsewhere  herein  may be  applicable;  further,  Seller  is
                    subject to the restriction on transfer  described herein and
                    Purchaser will issue stop transfer  orders with  Purchaser's
                    transfer agent to enforce such  restrictions;  further,  the
                    Exchange Shares will bear a legend restricting transfer; and
                    further, the following paragraph,  or language substantially
                    equivalent  thereto,  will be  inserted in or stamped on the
                    certificates evidencing the same:

THE SHARES OF STOCK  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED,  OR THE  SECURITIES  LAWS OF ANY
STATE, AND SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT.  THIS STOCK MAY NOT BE
SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE
OF AN EFFECTIVE  REGISTRATION  STATEMENT  COVERING THE SAME UNDER THE SECURITIES
ACT OF  1933 OR  OPINION  OF  COUNSEL  SATISFACTORY  TO  CORPORATION  THAT  SUCH
REGISTRATION  IS NOT REQUIRED UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR
ANY APPLICABLE SECURITIES LAWS.

                                       15
<PAGE>

                         (c)  Because  of  their   considerable   knowledge  and
                    experience in financial and business matters, Seller is able
                    to evaluate the merits,  risks, and other factors bearing on
                    the  suitability  of the Exchange  Shares as an  investment.
                    Seller,   individually   or  by  virtue   of  a   "purchaser
                    representative"  (as defined  pursuant to Rule 501(h)  under
                    the Securities Act),  qualifies as an "accredited  investor"
                    as defined under Rule 501(a) under the Securities Act.

                         (d) Each Seller's  annual income and net worth are such
                    that he would not now be,  and does not  contemplate  being,
                    required  to  dispose  of any  investment  in  the  Exchange
                    Shares,  including the risk of losing all or any part of his
                    investment and the inability to sell,  transfer,  pledge, or
                    otherwise  dispose  of  any of the  Exchange  Shares  for an
                    indefinite period.

                         (e) Each Seller's  acquisition  of the Exchange  Shares
                    will be  solely  for  his own  account,  as  principal,  for
                    investment,  and  not  with a view  to,  or  for  resale  in
                    connection with, any underwriting or distribution.

                         (f) Lock-up Agreement.  At any time before or after the
                    Closing  Date,  Seller  agrees to execute  any and all stock
                    restriction  agreements,   lock-up  agreements,   and  other
                    agreements  affecting  the transfer of the  Exchange  Shares
                    consistent with agreements executed by other stockholders of
                    Purchaser.

               5.27 Intellectual Property.

                         (a)  Corporation  owns or has the right to use pursuant
                    to  license,   sublicense,   agreement,  or  permission  all
                    Intellectual   Property   necessary  or  desirable  for  the
                    operation  of the  businesses  of  Corporation  as presently
                    conducted and as presently  proposed to be  conducted.  Each
                    item of  Intellectual  Property owned or used by Corporation
                    immediately prior to the Closing hereunder shall be owned or
                    available  for  use by  Purchaser  on  identical  terms  and
                    conditions  immediately subsequent to the Closing hereunder.
                    Corporation has taken all necessary and desirable  action to
                    maintain and protect each item of Intellectual Property that
                    it owns or uses.

                         (b)  Corporation  has not  interfered  with,  infringed
                    upon, misappropriated,  or otherwise come into conflict with
                    any  Intellectual  Property  rights  of third  parties,  and
                    Seller nor the directors and officers  (and  employees  with
                    responsibility   for  Intellectual   Property   matters)  of
                    Corporation has ever received any charge, complaint,  claim,
                    demand,   or   notice   alleging   any  such   interference,
                    infringement,  misappropriation, or violation (including any
                    claim that  Corporation  must  license or refrain from using
                    any  Intellectual  Property  rights of any third party).  No
                    third   party   has   interfered   with,   infringed   upon,
                    misappropriated,  or otherwise  come into  conflict with any
                    Intellectual Property rights of Corporation.

                         (c) Schedule  5.28(c)  identifies each patent issued in
                    Corporation's   name,  each  patent   application  filed  or
                    pending, trade name and registered or unregistered trademark
                    or service mark used by Corporation,  license, agreement, or
                    other  permission that  Corporation has granted to any third
                    party  with  respect  to any of  its  Intellectual  Property
                    (together with any exceptions). Corporation has delivered to
                    Purchaser  correct and complete  copies of all such patents,
                    registrations,   applications,   licenses,  agreements,  and
                    permissions  (as amended to date) and has made  available to
                    Purchaser  correct and complete  copies of all other written
                    documentation   evidencing  ownership  and  prosecution  (if
                    applicable) of each such item.. With respect to each item of
                    Intellectual  Property required to be identified in Schedule
                    5.28(c):

                         (1)  Corporation   possesses  all  right,   title,  and
                    interest in and to the item,  free and clear of any security
                    interest, license, or other restriction;

                         (2)  the  item  is  not  subject  to  any   outstanding
                    injunction, judgment, order, decree, ruling, or charge;

                         (3)   no    action,    suit,    proceeding,    hearing,
                    investigation,   charge,  complaint,  claim,  or  demand  is
                    pending  or is  threatened  that  challenges  the  legality,
                    validity, enforceability, use, or ownership of the item; and

                         (4)  Corporation  has  never  agreed to  indemnify  any
                    person  or  entity   for  or   against   any   interference,
                    infringement,   misappropriation,  or  other  conflict  with
                    respect to the item.

                                       16
<PAGE>

                         (d)   Schedule   5.28(d)   identifies   each   item  of
                    Intellectual  Property  that any third  party  owns and that
                    Corporation uses pursuant to license, sublicense, agreement,
                    or  permission.   Corporation  has  delivered  to  Purchaser
                    correct   and   complete   copies  of  all  such   licenses,
                    sublicenses,  agreements,  and  permissions  (as  amended to
                    date).  With respect to each item of  Intellectual  Property
                    required to be identified in Schedule 5.28(d):

                         (1) the license,  sublicense,  agreement, or permission
                    covering the item is legal, valid, binding, enforceable, and
                    in full force and effect;

                         (2) the license,  sublicense,  agreement, or permission
                    shall continue to be legal, valid, binding, enforceable, and
                    in full force and effect on identical  terms  following  the
                    consummation of the transactions contemplated hereby;

                         (3) no party to the license, sublicense,  agreement, or
                    permission  is in  breach  or  default,  and  no  event  has
                    occurred that with notice or default or permit  termination,
                    modification, or acceleration thereunder;

                         (4) no party to the license, sublicense,  agreement, or
                    permission has repudiated any provision thereof;

                         (5)   with    respect   to   each    sublicense,    the
                    representations  and  warranties  set forth in  clauses  (i)
                    through  (iv) above are true and correct with respect to the
                    underlying license;

                         (6) the underlying item of Intellectual Property is not
                    subject  to any  outstanding  injunction,  judgment,  order,
                    decree, ruling, or charge;

                         (7)   no    action,    suit,    proceeding,    hearing,
                    investigation,   charge,  complaint,  claim,  or  demand  is
                    pending or, to the  Knowledge of Seller or  Corporation,  is
                    threatened  that  challenges  the  legality,   validity,  or
                    enforceability   of  the  underlying  item  of  Intellectual
                    Property; and

                         (8)  Corporation  has not  granted  any  sublicense  or
                    similar  right  with  respect  to the  license,  sublicense,
                    agreement, or permission.

                         (e)  Corporation  shall not  interfere  with,  infringe
                    upon, misappropriate,  or otherwise come into conflict with,
                    any  Intellectual  Property  rights  of third  parties  as a
                    result  of the  continued  operation  of its  Businesses  as
                    presently   conducted  and  as  presently   proposed  to  be
                    conducted.

                    5.28 No Misrepresentations.  None of the representations and
               warranties  of  Seller  set  forth  in this  Agreement  or in the
               attached Schedules,  notwithstanding any investigation thereof by
               Purchaser,  contains any untrue  statement of a material fact, or
               omits the statement of any material fact  necessary to render the
               statements made not misleading.

               6. CONDUCT OF BUSINESS PENDING THE CLOSING.

                    6.1 Conduct of Business by Corporation Pending the Closing .
               Seller covenants and agrees that,  except as otherwise  expressly
               required or permitted by the terms of this Agreement, between the
               date  of  this  Agreement  and  the  Closing,   the  Business  of
               Corporation shall be conducted only in, and Corporation shall not
               take any  action  except  in,  the  ordinary  course of  business
               consistent  with past practice.  Corporation and Seller shall use
               its  or  their   reasonable   best  efforts  to  preserve  intact
               Corporation's  Business  organizations,  to  keep  available  the
               services of its current officers,  employees and consultants, and
               to preserve its present  relationships with customers,  suppliers
               and other Persons with which it has business relations. By way of
               amplification  and not limitation,  Corporation shall not, except
               as expressly required or permitted by the terms of this Agreement
               between the date of this  Agreement and the Closing,  directly or
               indirectly,  do or  propose  or agree to do any of the  following
               without the prior written consent of Purchaser:

                                       17
<PAGE>

                         (a) amend or otherwise change its Charter Documents;

                         (b) issue,  sell,  pledge,  dispose  of,  encumber,  or
                    authorize the issuance, sale, pledge, disposition,  grant or
                    encumbrance  of any of its Assets,  tangible or  intangible,
                    except in the ordinary  course of business  consistent  with
                    past  practice;  or any shares of its  capital  stock of any
                    class, or any options,  warrants,  convertible securities or
                    other  rights  of any kind to  acquire  any  shares  of such
                    capital stock;

                         (c)  declare,  set aside,  make or pay any  dividend or
                    other  distribution,  payable in cash,  stock,  property  or
                    otherwise, with respect to any of its capital stock or other
                    securities;

                         (d) reclassify,  combine,  split,  subdivide or redeem,
                    purchase or otherwise acquire,  directly or indirectly,  any
                    of its capital stock or other securities;


               (a) sell,  lease or transfer any of its Assets (other than in the
          ordinary course of business consistent with past practice), or acquire
          (including,  without  limitation,  for cash or  shares  of  stock,  by
          merger,  consolidation or acquisition of stock or assets) any interest
          in any  corporation,  partnership  or other business  organization  or
          division  thereof  or any  assets;  or make any  investment  either by
          purchase of stock or securities,  contributions of capital or property
          transfer,  or  purchase  any  property  or assets of any other  Person
          (except  in the  ordinary  course  of  business  consistent  with past
          practice);  make or obligate itself to make capital expenditures other
          than in the ordinary course of business consistent with past practice;
          other than in the  ordinary  course of business  consistent  with past
          practice,  incur any  obligations  or liabilities  including,  without
          limitation,  any  indebtedness  for  borrowed  money,  issue  any debt
          securities  or  assume,  guarantee  or  endorse  or  otherwise  as  an
          accommodation  become  responsible for, the obligations of any Person,
          or make any loans or advances,  modify, terminate, amend or enter into
          any Contract other than as expressly  required or permitted  herein or
          in the ordinary course of business  consistent with past practice,  or
          impose any security  interest or other Lien on any of its assets other
          than in the ordinary course of business consistent with past practice;

               (b) pay any bonus to its officers or  employees,  or increase the
          compensation payable or to become payable to its officers or employees
          or,  except  as  presently   bound  to  do,  grant  any  severance  or
          termination  pay  to,  or  enter  into  any  employment  or  severance
          agreement  with,  any of its  directors,  officers  or  employees,  or
          establish, adopt, enter into or amend or take any action to accelerate
          any rights or benefits which any collective bargaining,  bonus, profit
          sharing trust,  compensation,  stock option, restricted stock pension,
          retirement, deferred compensation,  employment, termination, severance
          or other plan,  agreement,  trust, fund, policy or arrangement for the
          benefit of any directors, officers or employees;

               (c) take any  action  with  respect  to  accounting  policies  or
          procedures  other than in the  ordinary  course of  business  and in a
          manner consistent with past practices;

               (d) pay, discharge or satisfy any existing claims, liabilities or
          obligations (absolute, accrued, asserted or unasserted,  contingent or
          otherwise),  other than the payment,  discharge or satisfaction in the
          ordinary  course of business and consistent  with past practice of due
          and payable liabilities reflected or reserved against in the Financial
          Statements,  as  appropriate,  or liabilities  incurred after the date
          thereof in the ordinary  course of business and  consistent  with past
          practice or delay paying any amount  payable  beyond  forty-five  (45)
          days following the date on which it is due, except to the extent being
          contested in good faith;

               (e) enter into any  transaction  or  agreement  with Seller or an
          Affiliate thereof except for such transactions or agreements expressly
          permitted herein;

               (f) make or pledge any charitable contributions in excess of Five
          Thousand Dollars ($5,000) in the aggregate; or

               (g) agree,  in writing or otherwise,  to take or authorize any of
          the   foregoing   actions   or  any  action   which   would  make  any
          representation  or  warranty in Article V untrue or  incorrect  in any
          respect.

          7. CERTAIN AGREEMENTS AND COVENANTS OF THE PARTIES.

               7.1 Further  Assurances  . Each party  shall  execute and deliver
          such  additional  instruments  and other documents and shall take such
          further  actions as may be necessary  or  appropriate  to  effectuate,
          carry out and comply with all of the terms of this  Agreement  and the
          transactions  contemplated  hereby and to satisfy the  conditions  set
          forth in Articles 8. and 9. Seller shall cause  Corporation  to comply
          with all of the covenants under this Agreement.

               7.2 Confidentiality; Publicity . Seller and Corporation shall not
          disclose the terms of this transaction to any third party nor make any
          public  announcement  related to this  Agreement  or the  transactions
          contemplated hereby without the prior written approval of Purchaser.

                                       18
<PAGE>

               7.3  No  Other  Discussions  .  Seller,   Corporation  and  their
          respective Affiliates,  employees, agents and representatives will not
          (i)  initiate,  encourage  the  initiation  by others of or  entertain
          discussions  or   negotiations   with  third  parties  or  respond  to
          solicitations by third persons  relating to any merger,  sale or other
          disposition of any substantial part of the assets, the Business or the
          properties of Corporation (whether by merger,  consolidation,  sale of
          stock, sale of assets, or otherwise), or (ii) enter into any agreement
          or  commitment  (whether or not  binding)  with  respect to any of the
          foregoing  transactions.  Seller will immediately  notify Purchaser if
          any third party attempts to initiate any  solicitation,  discussion or
          negotiation with respect to any of the foregoing transactions.

               7.4 Due Diligence  Investigation . Purchaser shall be entitled to
          conduct,   prior  to  Closing,   a  due  diligence   investigation  of
          Corporation,  the Assets and the Business.  Corporation  shall provide
          Purchaser and its designated agents and consultants with the access to
          Corporation's   Business  and  the  Assets  and  all  books,  records,
          documents,  correspondence  and other materials  related thereto which
          Purchaser,  its agents  and  consultants  require to conduct  such due
          diligence  review.  If the results of Purchaser's due diligence review
          are not satisfactory to Purchaser in its sole and absolute discretion,
          then Purchaser may elect not to close the transactions contemplated by
          this  Agreement  by delivery of written  notice to Seller on or before
          the Closing Date.

               7.5 Access to Information.  Upon reasonable notice,  Seller shall
          cause to afford to the officers, employees,  accountants, counsel, and
          other authorized  representatives of Purchaser full access, during the
          period prior to the Closing  Date,  to all of the  properties,  books,
          contracts,  commitments,  records,  and senior  management of . Unless
          otherwise  required by law,  Purchaser will hold any such  information
          that is nonpublic in confidence,  will not use such information in its
          business  if the  transaction  does not close,  and will  return  such
          information if the transaction does not close.

               7.6 Covenant  not to Compete . Seller  agrees that for the period
          of five (5) years immediately following the Closing, Seller shall not,
          directly or indirectly:

                         (a) alone or as a  partner,  joint  venturer,  officer,
                    director,   employee,    consultant,    agent,   independent
                    contractor, or security holder, of any Person, engage in any
                    business   activity  which  is  directly  or  indirectly  in
                    competition with the Business;  provided,  however, that the
                    beneficial  ownership  of less than five percent (5%) of any
                    class of  securities  of any entity having a class of equity
                    securities actively traded on a national securities exchange
                    or the Nasdaq Stock  Market  shall not be deemed,  in and of
                    itself, to violate the prohibitions of this Section;

                         (b) induce any customer acquired hereunder or any other
                    customer of Purchaser or any of its  Affiliates to patronize
                    any business  which is directly or indirectly in competition
                    with the Business; (ii) canvass, solicit or accept for or on
                    behalf of any such  competitive  business  any  customer  of
                    Purchaser  or any of its  Affiliates;  or (iii)  request  or
                    advise any customer of Purchaser or any of its Affiliates to
                    withdraw,  curtail  or cancel any such  customer's  business
                    with Purchaser or any of its Affiliates or their successors;

                         (c) employ any person who was  employed by Purchaser or
                    any of its  Affiliates,  within  one year  prior to the date
                    being employed by Seller or any of its Affiliates, or in any
                    manner seek to induce any  employee of  Purchaser  or any of
                    its Affiliates to leave his or her employment;

                         (d) in any way utilize,  disclose,  copy,  reproduce or
                    retain in his possession any of the proprietary  rights,  or
                    records acquired by Purchaser hereunder,  including, but not
                    limited to, any customer lists.

Seller agrees and acknowledges  that the restrictions  contained in this Section
are reasonable in scope and duration, and are necessary to protect Purchaser. If
any  provision of this Section is adjudged by a court of competent  jurisdiction
to be invalid or  unenforceable,  the same will in no way affect the validity or
enforceability of the remainder of this Agreement. If any such provision, or any
part  thereof,  is held to be  unenforceable  because  of the  duration  of such
provision,  the area covered  thereby or otherwise,  then the parties agree that
the court making such determination shall have the power to reduce the duration,
area or scope of such provision, and/or to delete specific words or phrases, and
in its reduced or modified form,  such provision  shall then be enforceable  and
shall be enforced. Seller further agrees and acknowledge that any breach of this
Section  will  cause  irreparable  injury to  Purchaser  and upon any  breach or
threatened breach of any provision of this Section,  Purchaser shall be entitled
to injunctive relief,  specific  performance or other equitable relief,  without
the  necessity of posting  bond;  provided,  however,  that this shall in no way
limit any other  remedies  which  Purchaser may have as a result of such breach,
including the right to seek monetary damages.

                                       19
<PAGE>

               7.7  Termination  of  Related  Party  Agreements  . All  existing
          agreements between  Corporation and Seller or their Affiliates,  other
          than those set forth in Section 7.7, shall have been  cancelled  prior
          to the Closing.

               7.8 Code Section 338(h)(10)  Election.  At Purchaser's  election,
          Purchaser may make, and Seller and  Corporation  shall join in making,
          an election  under Section  338(h)(10) of the Code with respect to the
          Assets and any  comparable  election under state or local Tax law, and
          Seller shall  cooperate  with  Purchaser in the  completion and timely
          filing of such elections in accordance with the provisions of Treasury
          Regulation  Sec.1.338(h)(10)-1  (or any comparable provisions of state
          or local Tax law) or any successor  provision.  Should  Purchaser make
          such election,  Seller and Purchaser  shall act together in good faith
          to (i) determine  and agree upon the amount of the modified  aggregate
          deemed  sales  price  ("MADSP")  (within  the  meaning to Treas.  Reg.
          Sec.1.338(h)(10)-1(f)  and (ii) agree upon the proper allocations (the
          "Allocations") of the MADSP among the Assets in accordance with Treas.
          Reg.  Sec.1.338(h)(10)-1(f).  Seller and Purchaser  will calculate the
          gain  or  loss,  if any,  resulting  from  the  election  in a  manner
          consistent  with the  Allocations  and  will  not  take  any  position
          inconsistent with the election or the Allocations in any tax return or
          otherwise. Seller will allocate the MADSP among the Assets in a manner
          consistent  with the  Allocations  and  will  not  take  any  position
          inconsistent with the election or the Allocations in any tax return or
          otherwise.

          8.  CONDITIONS TO THE  OBLIGATIONS  OF PURCHASER.  The  obligations of
          Purchaser  to effect the  transactions  contemplated  hereby  shall be
          subject  to the  fulfillment  at or prior to the  Closing  Date of the
          following conditions, any or all of which may be waived in whole or in
          part by Purchaser;

               8.1 Accuracy of  Representations  and  Warranties  and Compliance
          with  Obligations  . The  representations  and  warranties  of  Seller
          contained in this Agreement  shall be true and correct in all material
          respects at and as of the Closing  Date with the same force and effect
          as  though  made  at  and as of  that  time  except  (i)  for  changes
          specifically permitted by or disclosed pursuant to this Agreement, and
          (ii) that those  representations  and warranties which address matters
          only as of a particular  date shall remain true and correct as of such
          date.  Seller and  Corporation  shall have performed and complied with
          all of their obligations required by this Agreement to be performed or
          complied  with  at or  prior  to the  Closing  Date,  including  these
          obligations  set forth in Article 7.  herein.  Seller and  Corporation
          shall have  delivered  to  Purchaser  a  certificate,  dated as of the
          Closing Date, duly signed,  certifying that such  representations  and
          warranties  are true and  correct and that all such  obligations  have
          been performed and complied with.

               8.2 No  Material  Adverse  Change or  Destruction  of  Property .
          Between  the date hereof and the  Closing  Date,  (i) there shall have
          been no Material Adverse Change of Corporation,  the Business,  or the
          Assets, (ii) there shall have been no adverse federal,  state or local
          legislative or regulatory change affecting in any material respect the
          service, or products of Corporation or the Business, and (iii) none of
          the Assets shall have been damaged by fire, flood,  casualty,  riot or
          other cause  (regardless of insurance  coverage for such damage),  and
          there shall have been  delivered  to Purchaser a  certificate  to that
          effect, dated as of the Closing Date and signed by Seller.

               8.3 Corporate  Certificate . Corporation  shall have delivered to
          Purchaser (i) copies of the Charter Documents as in effect immediately
          prior to the Closing Date,  (ii) copies of resolutions  adopted by its
          Board of  Directors  and  shareholders  authorizing  the  transactions
          contemplated  by  this  Agreement,   (iii)  written   resignations  of
          Corporation's  officers and Board of Directors  and (iv) a certificate
          of good  standing  issued  by the  Secretary  of State of the State of
          California  as of a date not more  than  ten  (10)  days  prior to the
          Closing Date,  certified in the case of subsections (i) and (ii) as of
          the  Closing  Date by the  Secretary  of  Corporation  as being  true,
          correct and complete.

               8.4  Delivery of Shares . At  Closing,  Seller  shall  deliver to
          Purchaser certificates representing the Corporation Shares accompanied
          by duly executed stock powers,  and such other instruments of transfer
          of title as are necessary to transfer to Purchaser good and marketable
          title to the Corporation Shares.

               8.5  Consents  .  Corporation  and  Seller  shall  have  received
          consents to the transactions contemplated hereby and waivers of rights
          to  terminate  or  modify  any  material   rights  or  obligations  of
          Corporation  and  Seller  from any  person  from whom such  consent or
          waiver is required under any Contract to which Seller,  Corporation or
          the Assets are bound as of a date not more than ten (10) days prior to
          the Closing Date, or who, as a result of the transactions contemplated
          hereby,  would have such rights to terminate or modify such contracts,
          either by the terms thereof or as a matter of law.

               8.6 No  Adverse  Litigation  .  There  shall  not be  pending  or
          threatened  any action or  proceeding  by or before any court or other
          governmental body which shall seek to restrain,  prohibit,  invalidate
          or  collect  damages  arising  out  of the  transactions  contemplated
          hereby, and which, in the judgment of Purchaser,  makes it inadvisable
          to proceed with the transactions contemplated hereby.

               8.7 Due Diligence Review . Purchaser shall have completed its due
          diligence review of Corporation,  the Assets and the Business pursuant
          to Section 7.4, and shall be satisfied with the results of such review
          and assessment.

               8.8 Seller Employment  Agreement . Seller shall have entered into
          the Seller Employment Agreement.

               8.9  Opinion  of Counsel .  Purchaser  shall  have  received  the
          Opinion of Seller's Counsel.

                                       20
<PAGE>

               8.10 Release . At the Closing,  Seller and such of her Affiliates
          as may be  designated  by Purchaser  shall  deliver to  Purchaser  the
          Release.

               8.11  Approvals.   All  authorizations,   consents,   orders,  or
          approvals  of, or  declarations  or filings with,  or  expirations  of
          waiting periods imposed by, any Governmental Authority, the failure to
          obtain which would have a material adverse effect on , shall have been
          filed, occurred, or been obtained.

               8.12 No  Injunctions  or  Restraints.  No  temporary  restraining
          order,  preliminary or permanent injunction,  or other order issued by
          any  court of  competent  jurisdiction  or other  legal  restraint  or
          prohibition preventing the consummation of the transaction shall be in
          effect.

               8.13 Termination of Employee Benefit Plans.  Purchaser shall have
          received copies of duly adopted  resolutions of Corporation's Board of
          Directors  satisfactory  to  Purchaser  in  its  sole  discretion  (i)
          terminating Corporation's Employee Benefits Plans (other than Employee
          Welfare Benefit Plans),  with such termination  effective prior to the
          Closing Date,  (ii) providing that no  contributions  shall be made to
          Corporation's  401(k)  Plan  after  such  date,  and  (iii)  directing
          Corporation's  legal counsel to apply for a determination  letter from
          the Internal  Revenue  Service with respect to the  termination of the
          401(k)  Plan and to  submit a Notice of  Intent  to  Terminate  to all
          participants and beneficiaries under 401(k) Plan.

               8.14 No Liens or Encumbrances.  All liens,  judgments,  and other
          encumbrances on the  Corporation  Shares shall have been satisfied and
          released prior to Closing.

               8.15 Spousal Consent.  Pursuant to Nevada community property law,
          Purchaser  shall  have  received  executed  written  consents  to this
          Agreement and the transactions  contemplated herein from the spouse of
          Seller, if applicable.

          9. CONDITIONS TO THE OBLIGATIONS OF SELLER.  The obligations of Seller
          to effect the transactions contemplated hereby shall be subject to the
          fulfillment  at  or  prior  to  the  Closing  Date  of  the  following
          conditions,  any or all of which  may be waived in whole or in part by
          Seller:

               9.1 Accuracy of  Representations  and  Warranties  and Compliance
          with  Obligations . The  representations  and  warranties of Purchaser
          contained in this Agreement  shall be true and correct in all material
          respects at and as of the Closing  Date with the same force and effect
          as  though  made  at  and as of  that  time  except  (i)  for  changes
          specifically permitted by or disclosed pursuant to this Agreement, and
          (ii) that those  representations  and warranties which address matters
          only as of a particular  date shall remain true and correct as of such
          date.  Purchaser  shall have  performed  and  complied in all material
          respects with all of its obligations  required by this Agreement to be
          performed or complied with at or prior to the Closing Date.  Purchaser
          shall have delivered to Seller a certificate,  dated as of the Closing
          Date, and signed by an executive officer thereof, certifying that such
          representations and warranties are true and correct, and that all such
          obligations  have been  performed  and complied  with, in all material
          respects.

               9.2 Other  Conditions . Purchaser  shall have delivered to Seller
          the Purchaser Shares.

               9.3 Opinion of Counsel . Seller  shall have  received the Opinion
          of Purchaser's counsel.

          10.  INDEMNIFICATIONS.

               10.1 Survival of  Representations,  Warranties,  Indemnities  and
          Covenants.  The representations,  warranties and indemnities set forth
          in this  Agreement and any right to bring an action at law, in equity,
          or otherwise  for any  misrepresentation  or breach of warranty  under
          this Agreement  shall survive for a period of three (3) years from the
          Closing  Date.  All   post-closing   covenants   (including,   without
          limitation, the obligation to pay contingent consideration pursuant to
          Section 2.2 above) shall survive the Closing for the period  specified
          in this  Agreement  or,  if not  specified,  for a period of three (3)
          years following the Closing Date.  Indemnification  Provisions for the
          Benefit of Purchaser.  Seller agrees to indemnify and hold  Purchaser,
          and their respective officers,  directors and affiliates harmless from
          and against any and all Adverse  Consequences  (as defined below) that
          any of such parties may suffer or incur  resulting  from,  arising out
          of,  relating  to,  or caused  by (i) the  breach  of any of  Seller's
          representations,   warranties,   obligations  or  covenants  contained
          herein,  or (ii) the  operation  of the  Business or  ownership of the
          Assets on or prior to the Closing Date, including, without limitation,
          any claims or lawsuits based on conduct of Corporation,  its employees
          or Seller occurring  before the Closing.  For purposes of this Article
          10., the phrase "Adverse Consequences" means all charges,  complaints,
          actions,  suits,  proceedings,   hearings,   investigations,   claims,
          demands,  judgments,  orders,  decrees,   stipulations,   injunctions,
          damages,  dues,  penalties,  fines, costs, amounts paid in settlement,
          liabilities (whether known or unknown, whether absolute or contingent,
          whether liquidated or unliquidated, and whether due or to become due),
          obligations,  taxes, liens, losses,  expenses, and fees, including all
          attorneys' fees and court costs.  In addition to and without  limiting
          the foregoing, Seller agrees, from and after the Closing, to indemnify
          Purchaser  from and against the  entirety of any Adverse  Consequences
          Purchaser may suffer  resulting from,  arising out of, relating to, in
          the nature of, or caused by any  liability  of for the unpaid taxes of
          any person or entity  (including  Seller) under United States Treasury
          Regulation Sec. 1.1502-6 (or any similar provision of state, local, or
          foreign law), as a transferee or successor, by contract, or otherwise.
          Indemnification Provisions for the Benefit of Seller. Purchaser agrees
          to  indemnify  and hold Seller  harmless  from and against any and all
          Adverse  Consequences  Seller  may  suffer  or incur  resulting  from,
          arising  out of,  relating  to,  or  caused  by the  breach  of any of
          Purchaser's  representations,  warranties,  obligations  or  covenants
          contained herein. Survival of Representations, Warranties, Indemnities
          and Covenants.  The  representations,  warranties and  indemnities set
          forth in this  Agreement  and any right to bring an action at law,  in
          equity, or otherwise for any  misrepresentation  or breach of warranty
          under this  Agreement  shall  survive  for a period of three (3) years
          from the Closing Date. All post-closing covenants (including,  without
          limitation, the obligation to pay contingent consideration pursuant to
          Section 2.2 above) shall survive the Closing for the period  specified
          in this  Agreement  or,  if not  specified,  for a period of three (3)
          years following the Closing Date.  Indemnification  Provisions for the
          Benefit of Purchaser.  Seller agrees to indemnify and hold  Purchaser,
          and their respective officers,  directors and affiliates harmless from
          and against any and all Adverse  Consequences  (as defined below) that
          any of such parties may suffer or incur  resulting  from,  arising out
          of,  relating  to,  or caused  by (i) the  breach  of any of  Seller's
          representations,   warranties,   obligations  or  covenants  contained
          herein,  or (ii) the  operation  of the  Business or  ownership of the
          Assets on or prior to the Closing Date, including, without limitation,
          any claims or lawsuits based on conduct of Corporation,  its employees
          or Seller occurring  before the Closing.  For purposes of this Article
          10., the phrase "Adverse Consequences" means all charges,  complaints,
          actions,  suits,  proceedings,   hearings,   investigations,   claims,
          demands,  judgments,  orders,  decrees,   stipulations,   injunctions,
          damages,  dues,  penalties,  fines, costs, amounts paid in settlement,
          liabilities (whether known or unknown, whether absolute or contingent,
          whether liquidated or unliquidated, and whether due or to become due),
          obligations,  taxes, liens, losses,  expenses, and fees, including all
          attorneys' fees and court costs.  In addition to and without  limiting
          the foregoing, Seller agrees, from and after the Closing, to indemnify
          Purchaser  from and against the  entirety of any Adverse  Consequences
          Purchaser may suffer  resulting from,  arising out of, relating to, in
          the nature of, or caused by any  liability  of for the unpaid taxes of
          any person or entity  (including  Seller) under United States Treasury
          Regulation Sec. 1.1502-6 (or any similar provision of state, local, or
          foreign law), as a transferee or successor, by contract, or otherwise.
          Indemnification Provisions for the Benefit of Seller. Purchaser agrees
          to  indemnify  and hold Seller  harmless  from and against any and all
          Adverse  Consequences  Seller  may  suffer  or incur  resulting  from,
          arising  out of,  relating  to,  or  caused  by the  breach  of any of
          Purchaser's  representations,  warranties,  obligations  or  covenants
          contained herein.

                                       21
<PAGE>

     11. TERMINATION, AMENDMENT AND WAIVER

               11.1  Termination . This  Agreement may be terminated at any time
          prior to the Closing:

                    (a)  by   notification   from   Purchaser  as  a  result  of
               Purchaser's due diligence  investigation  pursuant to Section 7.4
               above;

                    (b) by mutual  written  consent of all of the parties hereto
               at any time prior to the Closing;

                    (c) by  Purchaser  in the event of a breach by Seller of any
               provision of this Agreement; or

                    (d) by  Purchaser  or Seller if the  Closing  shall not have
               occurred by September 1, 2001.

               11.2  Effect of  Termination  . Except as provided in Article 10.
          and for the  provisions of Section 7.2, in the event of termination of
          this  Agreement   pursuant  to  Section  12.1,  this  Agreement  shall
          forthwith become void;  provided,  however,  that nothing herein shall
          relieve  any  party  from  liability  for  the  breach  of  any of its
          representations, warranties, covenants or agreements set forth in this
          Agreement.

     12. GENERAL PROVISIONS.

               12.1 Notices . All notices, requests,  demands, claims, and other
          communications  hereunder  shall be in writing and shall be  delivered
          (and shall be deemed delivered) by certified or registered mail (first
          class postage pre-paid),  guaranteed overnight delivery,  or facsimile
          transmission  if  such   transmission  is  confirmed  by  delivery  by
          certified  or  registered  mail  (first  class  postage  pre-paid)  or
          guaranteed overnight delivery, to the following addresses and telecopy
          numbers (or to such other  addresses  or telecopy  numbers  which such
          party shall designate in writing to the other party):

                    (a) if to Purchaser:

                    Make Your Move,  Inc.
                    P. O. Box 11557
                    Reno,  NV  89510-1557
                    Attn: Henry L. Rolling, President
                    Facsimile: (775) 322-4573

                    with a copy to:

                    Walther, Key, Maupin, Oats, Cox & LeGoy
                    3500 Lakeside Court, Suite 200
                    Reno, NV  89509
                    Attn:  Robert A. Winkel, Esq.
                    Facsimile:       (775) 827-2185


                    (b) if to Seller:

                    Mimi Hui Ban
                    c/o Allpaq Technologies
                    16912 Gridley Place
                    Cerritos, CA  90703
                    Facsimile:       (562) 402-1006

                    with a copy to:

                    Steven Cho, Esq.
                    c/o Allpaq Technologies
                    16912 Gridley Place
                    Cerritos, CA  90703
                    Facsimile:       (562) 402-1006

               Entire  Agreement . This  Agreement  (including  the Exhibits and
          Schedules  attached  hereto)  and  other  documents  delivered  at the
          Closing  pursuant  hereto,  contains the entire  understanding  of the
          parties in  respect of its  subject  matter and  supersedes  all prior
          agreements and  understandings  (oral or written) between or among the
          parties  with  respect  to  such  subject  matter.  The  Exhibits  and
          Schedules constitute a part hereof as though set forth in full above.

                                       22
<PAGE>

               12.2 Expenses . Except as otherwise  provided herein, the parties
          shall pay their own fees and  expenses,  including  their own  counsel
          fees,  incurred in connection  with this Agreement or any  transaction
          contemplated  hereby.  Seller  hereby  agrees to pay any and all sales
          and/or  use taxes  which may  become  due and owing as a result of the
          completion of the transactions contemplated hereby.

               12.3 Amendment;  Binding Effect;  Assignment . This Agreement may
          not be modified, amended, supplemented, canceled or discharged, except
          by  written  instrument  executed  by  all  parties.  The  rights  and
          obligations of this  Agreement  shall bind and inure to the benefit of
          the parties and their  respective  successors  and assigns.  Except as
          expressly   provided  herein,  the  rights  and  obligations  of  this
          Agreement  may not be  assigned by Seller  without  the prior  written
          consent of Purchaser.

               12.4  Counterparts . This Agreement may be executed in any number
          of  counterparts,  each of which shall be an original but all of which
          together shall constitute one and the same instrument.

               12.5 Governing  Law;  Interpretation  . This  Agreement  shall be
          construed in accordance with and governed for all purposes by the laws
          of the State of Nevada  applicable  to  contracts  executed  and to be
          wholly performed within such State.

               12.6 Joint  Efforts.  This  Agreement  is the result of the joint
          efforts and negotiations of the parties hereto,  with each party being
          represented,  or having the  opportunity to be  represented,  by legal
          counsel  of its own  choice,  and no  singular  party is the author or
          drafter of the provisions  hereof.  Each of the parties  assumes joint
          responsibility for the form and composition of this Agreement and each
          party agrees that this  Agreement  shall be interpreted as though each
          of the  parties  participated  equally  in  the  composition  of  this
          Agreement and each and every  provision  and part hereof.  The parties
          agree that the rule of judicial  interpretation to the effect that any
          ambiguity or uncertainty  contained in an agreement is to be construed
          against the party that drafted the  agreement  shall not be applied in
          the  event  of  any  disagreement  or  dispute  arising  out  of  this
          Agreement.

               12.7  Headings.  All paragraph  headings  herein are inserted for
          convenience  of  reference  only and  shall not  modify or affect  the
          construction or interpretation of any provision of this Agreement.

               12.8  Severability.  If any  provision or  covenant,  or any part
          thereof,  of this Agreement should be held by any court to be illegal,
          invalid or unenforceable, either in whole or in part, such illegality,
          invalidity or unenforceability shall not affect the legality, validity
          or  enforceability  of the remaining  provisions or covenants,  or any
          part thereof, all of which shall remain in full force and effect.

               12.9  Attorneys'  Fees.  The  prevailing  party in any proceeding
          brought to enforce the provisions of this Agreement  shall be entitled
          to an award of reasonable  attorneys'  fees and costs incurred at both
          the trial and  appellate  levels  incurred  in  enforcing  its  rights
          hereunder.

                                   Make Your Move, Inc., a Nevada corporation


                                   By: /s/ Henry L. Rolling
                                   -----------------------------
                                   Name: Henry L. Rolling
                                   Title: President

                                   "Purchaser"/s/Henry Rolling

                                   "Date"September 1, 2001


                                   By: /s/ Mimi Hui Ban
                                   ------------------------------
                                   Name: Mimi Hui Ban

                                   "Seller"/s/Mimi Hui Ban

                                   "Date"September 1, 2001

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J:\COREL\WPDATA\RAW\Rolling\Make Your Move, Inc\Exchange Agreement6-29-01.wpd

                             SCHEDULES AND EXHIBITS

Schedule 5.1:         Corporate Status
Schedule 5.4:         Capitalization
Schedule 5.5:         Corporation's Subsidiaries
Schedule 5.8:         Financial Statements
Schedule 5.9:         Current Balance Sheet
Schedule 5.10:        Litigation
Schedule 5.11:        Liabilities; Bank Accounts
Schedule 5.13:        Environmental Matters
Schedule 5.14:        Real Property, Leases and Significant Personal Property
Schedule 5.15:        Good Title, Adequacy and Condition
Schedule 5.16:        Compliance With Law
Schedule 5.17:        Employee Benefit Plans
Schedule 5.18:        Tax Returns
Schedule 5.22:        Contracts, Customer Lists and Employment Matters
Schedule 5.23:        Officers, Directors and Key Employees
Schedule 5.24:        Predecessor Corporations
Schedule 5.25:        Spin-Off by Corporation
Schedule 5.27(c):     Trade Names and Service Marks
Schedule 5.27(d):     Intellectual Property


Exhibit 3.2(a)(ii):   Release
Exhibit 3.2(a)(iii):  Opinion of Seller's Counsel
Exhibit 3.2(a)(iv):   Seller Employment Agreement
Exhibit 3.2(b)(ii):   Opinion of Purchaser's Counsel


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