exhibit 6

                                    Exhibit 6

                               EXCHANGE AGREEMENT
                                       AND
                             PLAN OF REORGANIZATION

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

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

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

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

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

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

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

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

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

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

                                       1
<PAGE>

          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 ($.001) par value common stock of Purchaser.

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

          1.14 "GAAP" means generally accepted accounting principles.

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

                                       2
<PAGE>

          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.

                                       3
<PAGE>

          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");

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

                                       4
<PAGE>

               (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 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.

                                       5
<PAGE>

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

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

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

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

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

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

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

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

     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.

                                       6
<PAGE>

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

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

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

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

                                       7
<PAGE>

     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 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.

                                       8
<PAGE>

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

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

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

     5.13 Environmental Matters .

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

                                       9
<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 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


                                       10
<PAGE>

     written or oral request for  information in connection  with any federal or
     state  environmental  cleanup site,  or in connection  with any of the real
     property or premises where  Corporation  have  transported,  transferred or
     disposed of other Wastes.  Corporation  has not been required to undertake,
     nor has it undertaken, any response or remedial actions or clean-up actions
     of any  kind  at the  request  of any  Governmental  Authorities  or at the
     request of any other third party.  Corporation  has no liability  under any
     Environmental, Health and Safety Laws for personal injury, property damage,
     natural resource damage, or clean up obligations.

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

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

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

     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.

                                       11
<PAGE>

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

     5.17 Employee Benefit Plans.

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

          (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).

                                       12
<PAGE>

          (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 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,


                                       13
<PAGE>

     within the meaning of Section 168 of the Code; (xvii)  Corporation is not a
     party to any "safe  harbor  lease"  that is  subject to the  provisions  of
     Section  168(f)(8)  of the Code as in effect prior to the Tax Reform Act of
     1986, or to any "long-term  contract"  within the meaning of Section 460 of
     the  Code;  (xviii)  Corporation  is  not a  party  to any  joint  venture,
     partnership  or other  arrangement  that is  treated as a  partnership  for
     federal income Tax purposes;  (xix) there are no accounting method changes,
     or proposed or threatened  accounting  method changes,  of Corporation that
     could give rise to any adjustment under Section 481 of the Code for periods
     after the Closing  Date;  (xx)  Corporation  has not  received  any written
     ruling of a  Governmental  Authority  related to Taxes or entered  into any
     written  and  legally  binding  agreement  with  a  Governmental  Authority
     relating to Taxes;  (xxi)  Corporation  has  substantial  authority for the
     treatment of, or has disclosed (in accordance  with Section  6662(d)(2)(ii)
     of the Code) on its federal income Tax Returns,  all positions taken on its
     relevant  federal  income Tax Returns that could give rise to a substantial
     understatement  of federal income Tax within the meaning of Section 6662(d)
     of the Code;  (xxii)  Corporation  has no liability for Taxes of any Person
     other  than   Corporation  (a)  under  Section  1.1502-6  of  the  Treasury
     regulations (or any similar provision of state,  local or foreign law), (b)
     as a transferee or successor, (c) by contract or (d) otherwise;  (xxiii) no
     consent has been filed relating to  Corporation  pursuant to Section 341(f)
     of the  Code,  nor  has  Corporation  made  any  tax  election  that  would
     materially  increase  the  amount of Taxes  payable by  Corporation  in any
     period after the Closing;  (xxiv) Seller will pay her  respective  expenses
     incurred in connection with this  transaction;  (xxv) Corporation is not an
     investment  company  defined in Section  368(a)(2)(F)(iii)  and (iv) of the
     Code; and (xxvi) the fair market value of the Assets of Corporation exceeds
     the sum of its  liabilities,  plus the amount of  liabilities,  if any,  to
     which the transferred assets are subject;  (xxvii) Corporation is not under
     the  jurisdiction  of a court  in a Title 11 or  similar  case  within  the
     meaning of Section 368(a)(3)(A) of the Code.

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

                                       14
<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.

     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.

                                       15
<PAGE>

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

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

     5.26 Securities Law Representations.

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

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

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

          (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.

                                       16
<PAGE>

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

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

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

     5.27 Intellectual Property.

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

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

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

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

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

                                       17
<PAGE>

               (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;

               (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.

                                       18
<PAGE>

     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:

          (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,


                                       19
<PAGE>

     or enter  into any  employment  or  severance  agreement  with,  any of its
     directors,  officers or employees, or establish, adopt, enter into or amend
     or take  any  action  to  accelerate  any  rights  or  benefits  which  any
     collective  bargaining,  bonus, profit sharing trust,  compensation,  stock
     option,  restricted  stock  pension,  retirement,   deferred  compensation,
     employment,  termination,  severance or other plan, agreement, trust, fund,
     policy  or  arrangement  for the  benefit  of any  directors,  officers  or
     employees;

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

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

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

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

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

     7. CERTAIN AGREEMENTS AND COVENANTS OF THE PARTIES.

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

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

     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.

                                       20
<PAGE>

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

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

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

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

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

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

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

Seller agrees and acknowledges  that the restrictions  contained in this Section
are reasonable in scope and duration, and are necessary to protect Purchaser. If
any  provision of this Section is adjudged by a court of competent  jurisdiction
to be invalid or  unenforceable,  the same will in no way affect the validity or
enforceability of the remainder of this Agreement. If any such provision, or any
part  thereof,  is held to be  unenforceable  because  of the  duration  of such
provision,  the area covered  thereby or otherwise,  then the parties agree that
the court making such determination shall have the power to reduce the duration,


                                       21
<PAGE>

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 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.

                                       22
<PAGE>

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

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

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

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

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

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

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

     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.

                                       23
<PAGE>

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

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

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

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

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

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

     10. INDEMNIFICATIONS.

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


                                       24
<PAGE>

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.   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.

                                       25
<PAGE>

11. TERMINATION, AMENDMENT AND WAIVER

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

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

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

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

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

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

12. GENERAL PROVISIONS.


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

          (a) if to Purchaser:
<table>
<caption>

                                  <C>
                                    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


                                       26
<PAGE>

          (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
</table>

     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 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.

                                       27
<PAGE>

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

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

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

                                      Make Your Move, Inc., a Nevada corporation


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

                                                     "Purchaser"/s/Henry Rolling
                                                --------------------------------
                                                                   Henry Rolling
                                                         "Date"September 1, 2001


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

                                                         "Seller"/s/Mimi Hui Ban
                                                --------------------------------
                                                                    Mimi Hui Ban
                                                         "Date"September 1, 2001



                                                        SCHEDULES AND EXHIBITS
<table>
<caption>
<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>

                                       28
<PAGE>