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.

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          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.

          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 () 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.

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          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.

          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.

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          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.

          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");

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                    (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.

                    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


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               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.

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                    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.

                    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.

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                    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.

                    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


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               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.

                    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


                                       9
<PAGE>

               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.

                                       10
<PAGE>

                    (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.

                    (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


                                       11
<PAGE>

               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


                                       12
<PAGE>

               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.

                    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")


                                       13
<PAGE>

               (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.

                    (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.

                    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


                                       14
<PAGE>

               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 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


                                       15
<PAGE>

               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.

                    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.

                                       16
<PAGE>

                    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.

                                       17
<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


                                       18
<PAGE>

               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.

                    (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


                                       19
<PAGE>

               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.

                    (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;

                                       20
<PAGE>

                    (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:

                                       21
<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;

                                       22
<PAGE>

                    (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.

                    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.


                                       23
<PAGE>

               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.

                                       24
<PAGE>

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.

                    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
               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.   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.  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


                                       25
<PAGE>

               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.

                                       26
<PAGE>

                    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.

                    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


                                       27
<PAGE>

               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   1.1502-6 (or any similar provision of state,  local,


                                       28
<PAGE>

               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   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.  10.1  Indemnification
               Provisions for the Benefit of Purchaser.

                         (a) 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,


                                       29
<PAGE>

                    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.

                         (b) 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
                    1.1502-6  (or any  similar  provision  of state,  local,  or
                    foreign law), as a transferee or successor,  by contract, or
                    otherwise.

                    10.2  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.

                    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.

                                       30
<PAGE>

                    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.

                    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


                                       31
<PAGE>

               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.

                                       32
<PAGE>

                                      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


                             SCHEDULES AND EXHIBITS
<table>
<S>                        <C>
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
 </table>

                                       33
<PAGE>