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                              AGREEMENT FOR THE

                              PURCHASE AND SALE

                                  OF ASSETS


                                BY AND BETWEEN


                            2-INFINITY.COM, INC.

                                 (AS "BUYER")
                                     AND


                                 AFENEH, INC.

                                 (AS "SELLER)

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                          AGREEMENT FOR THE PURCHASE
                              AND SALE OF ASSETS



     THIS AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS "Agreement),
effective as of March 22, 2000 by and between AFENEH, Inc., a Texas
corporation, (the "Seller") and 2-Infinity.com, Inc., a Texas corporation a
subsidiary of Lakota Technologies, Inc., a Texas corporation (collectively
the "Buyer"), with respect to the following:

                                    RECITALS

          A    Seller is the owner of business known as AFANEH, Inc.,
               operated and located at 7710 Bellaire, Suite K, Houston, Texas
               77036 (referred to hereafter as the "business").

          1.   Buyer desires to purchase from Seller ONLY THAT certain asset
               described as Contract entitled Resale Agreement Between
               Southwestern Bell Telephone Company and Afaneh, Inc.
               (hereinafter referred to as the "Contract" or "Assets") a true
               and correct copy of which is attached hereto as Exhibit "A"
               hereof; and Seller desires to sell the Contract to Buyer on
               the terms and subject to the conditions of this Agreement.

     NOW THEREFORE, in consideration of the mutual covenants, agreements and
representations contained in this Agreement, the parties hereto agree as
follows:

     1.   ASSETS TO BE TRANSFERRED TO BUYER FROM SELLER

               Effective as of the Closing Date, Seller shall sell, assign
               and transfer to Buyer all of Seller's right, title and
               interest in and to the Contract set forth on Exhibit "A".


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          1.   Accounts Receivable. Both Buyer and Seller hereby acknowledge
               that the accounts receivable of the Business as of the Closing
               Date will not be transferred to Buyer and shall remain the
               exclusive property of the Seller. Buyer hereby agrees that in
               the event any payments are received by Buyer which are to be
               credited against any accounts receivable, the Buyer will,
               within five (5) business days of receipt of any such funds,
               forward the entire amount paid and received to Seller.

          2.   PRICE AND TERMS

               2.1   ASSET PURCHASE PRICE. Buyer shall deliver to Seller, on
                     or before the Closing Date, as and for the purchase price
                     of the Assets the following items of Compensation:

                     2.1a   CASH: A total one-time payment of Two Hundred
                            Seventeen Thousand Dollars (US $217,000); and

                     2.1b   STOCK: A total one-time distribution of One
                            Hundred Thousand Shares (100,000) of Lakota
                            Technologies, Inc. Seller shall deliver the
                            Share Certificate to Buyer within sixty (60)
                            days from Closing Date.

               2.2   SECURITY RESTRICTIONS. On or before the Closing Date,
                     Buyer shall deliver to Seller, or cause to be delivered
                     to Seller a stock certificate or certificates representing
                     the shares specified under 2.1.b. above, in a form and
                     substance satisfactory to Seller, and which shall
                     effectively vest in Seller, as of the Closing Date, all
                     right, title and interest in and to the shares except
                     as set forth in the legend on the certificate(s), which
                     legend shall provide as follows:

                     ("THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
                     NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                     AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE,
                     AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED,
                     HYPOTHECATED OR OTHERWISE DISPOSED OF FOR A PERIOD OF ONE
                     YEAR FROM THE ISSUANCE THEREOF, EXCEPT (I) PURSUANT TO AN
                     EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY
                     APPLICABLE STATE LAW, OR (II) UPON THE EXPRESS WRITTEN
                     AGREEMENT OF THE COMPANY AND COMPLIANCE, TO THE EXTENT
                     APPLICABLE, WITH RULE 144 UNDER THE ACT (OR ANY SIMILAR
                     RULE UNDER THE ACT RELATING TO THE DISPOSITION OF
                     SECURITIES)."

               2.3   ASSUMPTION OF SPECIFIC LIABILITIES. Effective as of the
                     Closing Date, Buyer shall assume any and all of those
                     liabilities and obligations of Seller contained in
                     and/or associated with the Contract (the "Assumed
                     Liabilities"). It


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                     is specifically understood and agreed, however, that any
                     payments due by Seller relating to the Assumed
                     Liabilities prior to the Closing Date which have not
                     been paid, shall be paid by Seller, unless otherwise
                     agreed on writing by Buyer subsequent to the Closing
                     Date. Buyer hereby agrees to assume the obligations of
                     Seller for the Assumed Liabilities as of, and after the
                     Closing Date. Nothing contained in this Agreement or any
                     of the documents of certificates delivered pursuant
                     hereto or contemplated hereby shall ever be deemed to
                     constitute an assumption by the Buyer or an agreement by
                     the buyer to assume any liability of Seller other than
                     the Assumed Liabilities specified on Exhibit "B", and as
                     provided for under this Section 2.4.

               2.4   PRORATION OF TAXES. All property taxes and special
                     assessments payable but not yet due with respect to any
                     of the Assets listed on Exhibit "A", shall be prorated
                     between Buyer and Seller on the basis of actual days
                     elapsed between the commencement of the current fiscal
                     year and the Closing Date, based upon a 365-day year,
                     with Buyer assuming the obligations effective as of and
                     on the Closing Date, and Seller assuming the obligations
                     from the commencement of the fiscal year to the day
                     before the Closing Date. In connection with such
                     proration of taxes, in the event that the actual tax
                     figures for the year of the Closing are not available at
                     the Closing Date, an estimated, provisional proration of
                     taxes shall be made using tax figures from the preceding
                     year. When actual tax figures for the year of Closing
                     become available, a corrected and definitive proration
                     of taxes shall be promptly made. In the event that taxes
                     for the year of Closing exceed the amount estimated in
                     each provisional proration, Seller shall pay Buyer its
                     pro rata share of the amount by which the actual taxes
                     exceeded the estimated taxes. Similarly, in the event
                     that taxes for the year of Closing are less than the
                     amount estimated in such provisional prorations, Buyer
                     shall pay Seller its pro rata share of the amount by
                     which the estimated taxes exceed the actual taxes.

               2.5   TRANSACTION TAXES AND OTHER CLOSING COSTS. Any sales,
                     use or similar transfer taxes, and any transfer,
                     recording or similar fees and charges arising out of or
                     in connection with this Agreement and the transfer of
                     Assets from Seller to


                                 Page 3 of 16


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               Buyer, shall be paid in full by the Buyer.

          2.6  COMMISSIONS AND BROKERAGE FEES.  Each of the parties hereto is
               responsible for, and shall indemnify the other against, any
               claim by third party to a fee, commission, bonus, or other
               remuneration arising by reason of any services alleged to have
               been rendered to or at the instance of said party to this
               Agreement, with respect to the negotiation, execution or
               implementation of this Agreement, or any of the transactions
               contemplated hereby.

          2.7  LIENS OR RESTRICTIONS ON THE ASSETS.  Seller shall deliver a
               fully executed Assignment of Contract and Contract Rights to
               Buyer at time of Closing.

3.   REPRESENTATION AND WARRANTIES BY SELLER.  Seller represents and warrants
     to Buyer as of the date hereof and as of the Closing Date the following:

     3.1  FINANCIAL STATEMENTS.  Seller has delivered to Buyer and Buyer
          acknowledges receipt and/or opportunity to review copies of its
          books and records, which correctly and fairly reflect gross
          revenues, operating expenses and net profit of the business
          attributable to the Contract through the periods shown on or
          reported by such records. All such books and records fairly
          represent the financial condition of the Seller's Assets and,
          although unaudited, have been prepared and maintained in a manner
          consistent with prior periods and correctly and fairly reflect the
          financial status of the assets, including any applicable changes in
          liabilities and capital.

     3.2  TITLE TO ASSETS AND INDEMNITY.  Seller has not made any prior
          assignment of any interest in and to the Contract to any other
          entity or party and has full authority to make the assignment of
          the Contract as set forth herein. Additionally, Seller has not
          pledged or hypothecated any interest in the Contract and Seller is
          not, to its knowledge delinquent on any obligation under the
          Contract as of or prior to Closing Date.

          EXCEPT AS SET FORTH IN THIS SECTION 3, THERE ARE NO UNDERSTANDINGS,
          REPRESENTATIONS, CONDITIONS OR WARRANTIES, EXPRESS OR IMPLIED,
          BETWEEN THE PARTIES WITH RESPECT TO ANY NON-CONFORMANCE THE ASSETS
          WITH REGARD TO ANY SPECIFICATION OR

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          EXPECTATION OF BUYER, OR REGARDING ANY DEFECT IN THE ASSETS OR ANY
          OTHER THING DELIVERED UNDER THIS AGREEMENT. BUYER HEREBY WAIVES,
          RELEASES AND RENOUNCES ALL OTHER REMEDIES, WARRANTIES, GUARANTEES,
          OBLIGATIONS, REPRESENTATIONS OR LIABILITIES, EXPRESS OR IMPLIED, OF
          SELLER, ITS OFFICERS, DIRECTORS, PRINCIPALS AND ITS AFFILIATES WITH
          RESPECT TO ANY KNOWN OR SUBSEQUENTLY DISCOVERED DEFECTS IN EACH OF
          THE ASSETS BEING TRANSFERRED HEREUNDER, OR ANY PART THEREOF,
          INCLUDING ANY PRODUCT, DOCUMENT OR SERVICE DELIVERED OR PROVIDED
          UNDER THIS AGREEMENT, ARISING IN FACT, IN LAW, IN CONTRACT, IN
          TORT, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION: (a) ANY IMPLIED
          WARRANTY OR CONDITION OF MERCHANTABILITY OF FITNESS; (b) ANY
          IMPLIED WARRANTY OR CONDITION ARISING FROM COURSE OF PERFORMANCE,
          COURSE OF DEALING OR USAGE OF TRADE; (c) ANY OBLIGATION, LIABILITY,
          RIGHT, CLAIM OR REMEDY IN TORT (INCLUDING NEGLIGENCE OR STRICT
          PRODUCT LIABILITY) OR OTHERWISE OF SELLER, ITS OFFICERS, DIRECTORS,
          PRINCIPALS OR ITS AFFILIATES, BY REASON OF THE DESIGN, MANUFACTURE,
          SALE, REPAIR, LEASE OR USE OF THE ASSETS OR ANY PRODUCT AND
          SERVICES DELIVERED HEREUNDER; AND (d) ANY OBLIGATION, LIABILITY,
          RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO ANY ASSET OR PART
          THEREOF.

          BUYER HEREBY RELEASES AND AGREES TO DEFEND, INDEMNIFY AND HOLD
          HARMLESS SELLER, ITS SUBSIDIARIES, AFFILIATES, SUBCONTRACTORS AND
          LESSORS, AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS AND
          AGENTS, AND EACH OF THEM, FROM AND AGAINST ALL LIABILITIES, CLAIMS,
          DAMAGES, LOSSES, COSTS, AND EXPENSES FOR LOSS OF OR DAMAGE TO
          PROPERTY INCLUDING ANY ASSET DESCRIBED HEREIN, AND LOSS OF USE
          THEREOF, OR INJURIES TO OR DEATH OF ANY AND ALL PERSONS (INCLUDING
          BUYERS, DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES BUT EXCLUDING
          SELLER'S DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES), ARISING
          DIRECTLY OR INDIRECTLY OUT OF OR IN CONNECTION WITH ANY SERVICE
          PROVIDED UNDER

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          THIS AGREEMENT, SUCH INJURY OR LOSS AROSE IN CONTRACT (INCLUDING
          WITHOUT LIMITATION, WARRANTY) IN TORT (INCLUDING NEGLIGENCE OR
          STRICT PRODUCT LIABILITY) OR OTHERWISE, EXCEPT TO THE EXTENT CAUSED
          BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SELLER, ITS
          SUBSIDIARIES, AFFILIATES, SUBCONTRACTORS AND LESSOR, OR THE
          EMPLOYEES, DIRECTORS, OFFICERS AND AGENTS OF ANY OF THEM.

          SELLER HEREBY RELEASES AND AGREES TO DEFEND, INDEMNIFY AND HOLD
          HARMLESS BUYER, ITS SUBSIDIARIES, AFFILIATES, SUBCONTRACTORS AND
          LESSORS, AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS AND
          AGENTS, AND EACH OF THEM, FROM AND AGAINST ALL LIABILITIES,
          CLAIMS, DAMAGES, LOSSES, COSTS AND EXPENSES FOR LOSS OF OR DAMAGE
          TO PROPERTY INCLUDING ANY ASSET DESCRIBED HEREIN, AND LOSS OF USE
          THEREOF, OR INJURIES TO OR DEATH OF ANY AND ALL PERSONS (INCLUDING
          SELLER'S DIRECTORS, OFFICERS, AGENTS AND EMPLOYES BUT EXCLUDING
          BUYER'S DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES), ARISING
          DIRECTLY OR INDIRECTLY OUT OF OR IN CONNECTION WITH ANY SERVICE
          PROVIDED UNDER THIS AGREEMENT, SUCH INJURY OR LOSS AROSE IN
          CONTRACT (INCLUDING WITHOUT LIMITATION, WARRANTY) IN TORT (INCLUDING
          NEGLIGENCE OR STRICT PRODUCT LIABILITY) OR OTHERWISE, EXCEPT TO THE
          EXTENT CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF
          BUYER, ITS SUBSIDIARIES, AFFILIATES, SUBCONTRACTORS AND LESSORS, OR
          THE EMPLOYEES, DIRECTORS, OFFICERS AND AGENTS OF ANY OF THEM.

          NOTHING CONTAINED IN THIS SECTION SHALL BE CONSTRUCTED AS, AND
          BUYER SPECIFICALLY DOES NOT AGREE TO DEFEND, INDEMNIFY, HOLD
          HARMLESS SELLER OR ANY AFFILIATE OR THEIR AGENTS OR EMPLOYEES FROM
          ANY CLAIM OF ANY KIND WHATSOEVER CAUSED BY THE WILLFUL MISCONDUCT
          OR SOLE NEGLIGENCE OF SELLER OR ITS AFFILIATES OR ANY OF THEIR
          AGENTS OR EMPLOYEES.

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          (a)  ACCOUNTS RECEIVABLE. Seller and Buyer acknowledge that the
               primary purpose of this agreement is to effectuate the
               transfer assignment of the Contract, but that Buyer does not
               desire to acquire and/or service the individual accounts
               derived therefrom. To the extent that it is legally
               permissible, Buyer desires that Seller service the individual
               accounts and retain all funds received pursuant to same for
               Seller's account.

     3.3  CONTRACTS. Attached thereto as Exhibit "C" is a "Schedule of
          Contracts" listing the following contracts, understandings,
          commitments and agreements to which Seller is a party or bound
          solely with respect to and/or arising from the Contract:

               1. All oral or written contracts, understandings or commitments,
                  whether in the ordinary course of business or not,
                  involving a present or future obligation to deliver goods
                  or services of an amount or value in excess of Five Hundred
                  Dollars ($500.00) whatsoever, pertaining to the Assets
                  and/or business associated with the Name.

               2. All bonus, incentive or deferred compensation, profit
                  sharing, pension, vacation, group insurance or employee
                  welfare plans of any nature whatsoever, pertaining to the
                  Assets and/or the business associated with the Name.

               3. All collective bargaining agreements or other contracts or
                  commitments to or with any labor union, employee
                  representative or group of employees of any nature
                  whatsoever, pertaining to the Assets and/or the business
                  associated with the name.

               4. All employment contracts, and all other contracts,
                  agreements or Commitments (whether written or oral) to or
                  with individual employees, agents of representatives, for a
                  period of thirty (30) days, or for a remuneration which
                  exceeds or will exceed in accordance with present
                  commitments, one Thousand Dollars ($1,000) per annum,
                  identifying the


                                 Page 7 of 16

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                  individual and his position provided the document and
                  individual pertain to the Assets and/or the business
                  associated with the Name.

               5. Any oral or written contract, understanding or commitment
                  which requires the consent of any party thereto to the
                  consummation of the transactions contemplated by the
                  Agreement.

               6. All contracts, agreements or commitments which restrict the
                  ability of Seller to carry on its business anywhere in the
                  world; and

               7. Any other contract or commitment not listed on other
                  Exhibits or Schedules hereto which is or may be material to
                  the business or Operation of Seller.

          There has not been any default in any obligation to be performed by
          Seller under any contract, commitment or agreement listed in
          Exhibit "C" which default could adversely affect the property,
          operations, business or prospects of Seller, and Seller has not
          knowingly waived any right under any such contract, commitment or
          agreement so as to adversely affect the property, operations,
          business or prospects of Seller. True and complete copies of all
          such written contracts and written summaries of all such oral
          contracts will be furnished of made available to Buyer at least
          seven (7) days before the Closing Date.

     3.4  LITIGATION. Except ans set forth on Exhibit "E" attached hereto,
          there is, to the best of Seller's knowledge, no actual or
          threatened litigation, action, proceeding, claim, complaint,
          accusation, or governmental investigation pending or threatened,
          nor is there basis for any against of affecting Seller of Seller's
          assets. There is no outstanding order, judgement or award by any
          court, arbitrator or governmental body against of affecting
          Seller's Assets.

     3.5  TEXAS STATE LAWS. SELLER REPRESENTS TO THE BUYER THAT THE PURCHASE
          AND SALE OF THE CONTRACT IS SUBJECT TO REVIEW AND APPROVAL BY THE
          PUBLIC UTILITY COMMISSION AND SOUTHWESTERN BELL TELEPHONE COMPANY.
          SELLER HAS, HOWEVER, COMPLIED WITH ALL LEGAL REQUIREMENTS OF THE
          SELLER RELATED TO THE TRANSFER AND SALE OF THE CONTRACT TO THE
          BUYER.


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     3.6  BOOKS AND RECORDS. Seller maintains its books, records and accounts
          related to the Contract (including, but not limited to, those kept
          for financial reporting purposes and for tax purposes) in
          accordance with good business practice and in sufficient detail to
          reflect accurately and fairly the transaction and dispositions of
          its assets, liability and equities.

     3.7  NO VIOLATION. Except for those consents and agreements set forth on
          Exhibit "F" attached hereto which will have to be obtained prior to
          Closing, the execution and delivery of this Agreement does not, and
          the consummation of the transactions contemplated hereby will not:

               1. Violate, conflict with or cause any default under or
                  acceleration of (or give any party any right to declare any
                  default or acceleration upon notice or passage of time or
                  both), in whole or in part, any character, certificate of
                  incorporation, by-law, mortgage, lien, deed of trust,
                  indenture, lease, agreement, instrument, order, injunction,
                  decrees, judgement or any other restrictions of any kind of
                  character to which Seller is a party or by which it or any
                  of its properties is bound;

               2. Result in the certain of any security interest, lien,
                  encumbrance, adverse claim, proscription or restriction on
                  any property or asset (whether real, personal, mixed,
                  tangible, or intangible) right contract, agreement or
                  business of Seller; violate any statute or any rule or
                  regulation of any governmental body; or Permit and
                  governmental body to impose any restrictions or limitations
                  of any nature on Seller or its activities.

     3.8  CONSENTS. Except as set forth in Exhibit "G" attached hereto, no
          consent, approval, authorization or order of or filing with any court,
          any governmental body, or any insurer of or other party to agreements,
          licenses, leases, sales orders, permits, franchises, rights and other
          obligations of Seller is required for the execution and delivery of
          this Agreement and the consummation of the transactions contemplated
          in this Agreement.


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         3.9   DUE AUTHORIZATION AND VALIDITY OF AGREEMENT.  Seller has all
               requisite power and authority to enter into this Agreement, to
               sell and convey the Assets and to carry out the other
               provisions and conditions hereof. This Agreement has been duly
               authorized, executed and delivered by Seller and constitutes a
               valid and legally binding agreement of Seller enforceable in
               accordance with its terms.

         3.10  FULL DISCLOSURE.  No representation or warranty of Seller made
               in this Agreement, or any written statement furnished to Buyer
               pursuant hereto, or in connection with the transactions
               contemplated hereby, heretofore furnished Buyer by Seller,
               contains or will contain any untrue statement of a material
               fact which affects the Assets of Seller, or Seller's title to
               the Assets or omits or will omit to state a material fact
               unnecessary to make the statements or facts contained herein
               or therein not misleading. Seller has not withheld and will
               not withhold from Buyer knowledge of any events, conditions or
               facts which may affect the Assets or Seller's title to the
               Assets.

    4.   REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer represents and
         warrants to Seller as of the date hereof and as of the Closing Date
         as follows:

         4.1   ORGANIZATION AND GOOD STANDING.  Buyer is duly organized and
               existing and in good standing under the laws of the State of
               Texas.

         4.2   AUTHORITY.  The execution of this Agreement by Buyer, its
               delivery to Seller and the performance of its terms have been
               fully authorized by the Board of Directors of Buyer, and not
               further corporate action will be necessary on its part to make
               this Agreement valid and binding upon Buyer in accordance with
               its terms. Neither the execution or delivery of this Agreement
               nor its performance will result in a violation breach of any
               term or provision or, nor constitute a default under, its
               Articles of Incorporation or By-laws.

         4.3   FULL DISCLOSURE.  No representation or warranty of Buyer made
               in this Agreement, nor any written statement furnished to
               Seller pursuant hereto, or in connection with the transactions
               contemplated hereby, heretofore furnished to Seller by Buyer,
               contains or will contain any untrue statement of a material
               fact


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               which affects the business or financial condition of Buyer, or
               omits or will omit to state a material fact necessary to make
               the statements or facts contained herein or therein not
               misleading.

    5.   AGREEMENT BY SELLER.

         5.1   NOTICES AND APPROVALS.  Seller agrees to provide Buyer with
               reasonable assistance to give all notices to third parties and
               obtain all consents, approvals, permits and authorizations
               which may be necessary or deemed desirable by Buyer in
               connection with this Agreement and the consummation of the
               transactions contemplated herein, including the releases of
               all liens and encumbrances attached to the Assets on the date
               hereof and the Closing Date.

         5.2   EMPLOYEES.  Seller will do nothing to dissuade any of its
               employees from becoming employed by Buyer after the Closing;
               and Seller will not terminate, lay off or transfer any such
               employees without the written consent of Buyer, prior to the
               Closing.

         5.3   FURTHER INSTRUMENTS.  Seller will, at the request of Buyer,
               execute and deliver to Buyer all such further instruments,
               assignments, assurances and documents as Buyer may reasonably
               request in connection with the carrying out of this Agreement.

         5.4   CUSTOMERS.  Buyer and Seller acknowledge and agree that to the
               extent that Seller retains and/or continues to service any
               specific customer account derived from and/or associated with
               the Contract and in the event that a customer complains after
               the sale of the Business regarding the services or work
               performed prior to the sale, Buyer shall have the initial
               contact with such customer. Buyer agrees that prior to taking
               actions (other than are reasonably necessary) to remedy the
               customer complaint, Buyer shall consult with Seller regarding
               the final plans to obtain the customer's satisfaction.

    6.   CONDITIONS PRECEDENT TO THE OBLIGATION OF BUYER TO CLOSE.

         In addition to all obligations of Buyer contained in this Agreement,
         the obligation of Buyer to close shall be subject to the following
         conditions precedent:


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         6.1   COMPLIANCE WITH OBLIGATIONS.  Fulfillment by Seller of its
               covenants, obligations and agreements as set forth in this
               Agreement.

         6.2   CORRECTNESS OF REPRESENTATIONS.  The representations of Seller
               contained in this Agreement shall be accurate in all material
               respects on the date when made and shall also be accurate on
               the Closing Date to the same extent as if made on such date.

         6.3   CONSENTS.  Buyer acknowledges that it must contain consent
               from Southwestern Bell Telephone Company to approve Seller's
               assignment of the Contract to Buyer.

         6.4   NO INJUNCTION.  On the Closing Date, there shall be no
               effective injunction, writ, preliminary restraining order or
               any order of any nature issued by a court of competent
               jurisdiction, directing that the transactions provided for
               herein or any of them not be consummated as herein provided.

         6.5   CONSENTS OF GOVERNMENTAL AGENCIES.  Buyer acknowledges that it
               must obtain consent from one or more governmental,
               administrative and/or regulatory agencies to effectuate the
               assignment of the Contract to Buyer.  Seller agrees to provide
               Buyer with reasonable assistance and cooperation in the
               seeking and obtaining of any and all such approvals, provided
               however, that the failure of Buyer to receive any such
               approvals shall not invalidate this agreement nor be a default
               hereunder.

         6.6   APPROVAL OF BOARD OF DIRECTORS.  Buyer shall have obtained the
               approval of its Board of Directors authorizing it to proceed
               with the transactions contemplated herein.

    7.   CONDITIONS PRECEDENT TO THE OBLIGATION OF SELLER TO CLOSE.

         In addition to all obligations of Seller contained in the Purchase
         Agreement, the obligation of Seller to close shall be subject to the
         following conditions precedent:

         7.1   AUTHORIZATION.  Seller shall have received a certified copy of
               the resolutions of the Board of Directors of Buyer, certified
               by its Secretary or an Assistant Secretary, authorizating the
               execution of this Agreement and the consummation of the
               transactions contemplated hereby.


                                Page 12 of 16

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         7.2   CORRECTNESS OF REPRESENTATIONS.  The representations and
               warranties of Buyer contained in this Agreement shall be
               accurate in all material respects on the Closing Date to the
               same extent as if made on that date.

    8.     OTHER AGREEMENTS.

         8.1   FURTHER ASSURANCES.  From time to time, at Buyer's request,
               whether at or after the Closing and without further
               consideration, Seller, at Buyer's sole expense, including the
               reimbursement to Seller of any legal fees which Seller
               reasonably incurs with respect to same will execute and
               deliver such further instruments of assignment, conveyance and
               transfer and take such other action as the Buyer may
               reasonably require to assign, convey and transfer to Buyer any
               of the Assets intended to be sold hereunder.

         8.2   MAINTENANCE AND RETENTION OF BOOKS AND RECORDS.  For a period
               of seven years after the Closing Date, the parties shall
               retain all books and records relating to the Assets, and any
               party wishing to dispose or destroy books or records shall
               provide not less than 60 days prior written notice to the
               other parties of such proposed action. If the recipient of
               such notice desires to obtain any of such documents, it may do
               so by notifying the other party in writing at any time prior
               to the scheduled date for such destruction or disposal. Such
               notice must specify the documents which the requesting party
               wishes to obtain. The parties shall then promptly arrange for
               the delivery of such documents. All out-of-pocket costs
               associated with the delivery of the requested documents shall
               be paid by the requesting party.

         8.3   CONFIDENTIALITY.  Each party hereto will hold and will cause
               its consultants and advisors to hold in strict confidence,
               unless compelled to disclose by judicial or adminstrative
               process or, in the opion of its counsel, by other requirements
               of law, all documents and information concerning the other
               party furnished it by such other party or its representative
               in connection with the transactions contemplated by this
               Agreement (except to the extent that such information can be
               shown to have been (i) previously known by the party to which
               it was furnished, (ii) in the public domain through no fault
               of such party, or (iii) later lawfully acquired from other
               sources by the party to which it was furnished), and each
               party will not release or disclose such information to any
               other person, except its auditors, attorneys, financial
               advisors,

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               bankers and other consultants and advisors in connection with
               this Agreement. Each party shall be deemed to have satisfied
               its obligation to hold confidential information concerning or
               supplied by the other party if it exercises the same care as
               it takes to preserve confidentiality for its own similar
               information. In the event of termination of this Agreement,
               each party shall use its best efforts to return to the other
               party all documents and copies thereof received from the other
               party that contain information subject to the confidentiality
               requirements of this Section.

    9.   CLOSING DATE AND TERMINATION.

         9.1   CLOSING.  The consummation of the transactions contemplated by
               this Agreement (the "Closing") shall take place at the
               location of the Seller on or before March 22, 2000, or at such
               later date as Buyer and Seller may mutually agree upon, such
               time and date being herein called the "Closing Date".

         9.2   TERMINATION.  This Agreement may be terminated at any time (i)
               by mutual consent of all parties or (ii) as either Buyer or
               Seller at any time in the event of a breach of the other which
               remains uncured for thirty (30) days after notice in writing
               of such breach.

    10.  SURVIVAL OF REPRESENTATIONS AND AGREEMENTS.  The representations and
         agreements made herein are true and binding as of the date hereof
         and shall continue in full force and effect on and after the Closing
         Date notwithstanding any investigations which may have been made by
         any of the parties prior thereto.

    11.  INDEMNIFICATION. Buyer and Seller shall indemnify and hold harmless
         each other from any liability, damage, deficiency, loss, cost or
         expense, including attorney fees and any costs of investigation
         (being hereafter referred to as "Costs"), arising from or
         attributable to any breach of any representation, warranty or
         agreement made by either party herein or in any certificate
         delivered at the Closing with respect thereto.

    12.  EXPENSES.  Each party hereto shall bear its or his own expenses
         incurred pursuant to this Agreement except as otherwise specifically
         set forth herein.

    13.  ENTIRE AGREEMENT.  This Agreement, together with the Exhibits and
         Schedules referred to herein which are incorporated herein by this
         reference, and the agreements referred to herein, shall constitute
         the

                                   Page 14 of 14

<PAGE>

         entire agreement between the parties hereto with respect to the
         transactions contemplated hereby.

    14.  CONSTRUCTION AND JURISDICTION.  The parties agree that this
         Agreement shall be construed and enforced in accordance with the
         governed by the laws of the State of Texas, and any proceeding
         instituted as a result of this Agreement shall be brought in the
         court of proper jurisdiction in Harris County, Texas.

    15.  ATTORNEYS FEES.  In the event an arbitration, suit or action is
         brought by any party under this Agreement to enforce any of its
         terms, or in any appeal therefrom, it is agreed that the prevailing
         party shall be entitled to reasonable attorneys fees to be fixed by
         the arbitrator, trial court and/or appellate court.

    16.  INVALID PROVISIONS.  If any provision hereof is held to be illegal,
         invalid or unenforceable under present or future laws effective
         during the term hereof, such provision shall be fully severable.
         This Agreement shall be construed and enforced as if such illegal,
         invalid or unenforceable provision had never comprised a party
         hereof, and the remaining provision hereof shall remain in full
         force and effect and shall not be affected by the illegal, invalid
         or unenforceable provision or by its severance herefrom.
         Furthermore, in lieu of such illegal, invalid or unenforceable
         provision there shall be added automatically by the Company as part
         of a provision as similar in terms of such illegal, invalid or
         unenforceable provision as may be possible and legal, valid and
         enforceable.

    17.  NUMBER AND GENDER OF WORDS.  When the context so requires in this
         Agreement, words of gender shall include either or both of the other
         genders and the singular number shall include the plural.

    18.  ASSIGNMENTS.  This Agreement shall be binding upon the parties
         hereto, their successors and assigns, and shall not be assignable
         without the express written consent of all parties hereto.

    19.  AMENDMENTS.  This Agreement may be amended only by a written
         agreement executed by all of the parties thereto.

    20.  NOTICES.  All notices, request, consents and other communications
         hereunder shall be in writing and shall be delivered in person, by
         facsimile, or by registered or certified mail, return receipt
         requested, postage and fees prepaid, first class mail;

                                   Page 15 of 16

<PAGE>

     If to Seller:   AFANEH, INC.
                     7710 Bellaire, Suite K
                     Houston, Texas 77036
                     Attn: Mr. Mohammad K. Afaneh
                     Facsimile: 713.988.1045

     If to Buyer:    2-Infinity.com, Inc.
                     4828 Loop Central Drive, Suite 150
                     Houston, Texas 77081
                     Attn: Majed Jalali, President
                     Facsimile: 713.592.0378

     Any party hereto may change the address or facsimile number by written
     notice to the other party.  All such notices shall be deemed to be given
     when delivered in person, or if placed in the mail as aforesaid, then
     four (4) days thereafter.

21.  AUTHORITY.  Each party executing this Agreement warrants his authority
     to execute this Agreement.

22.  COUNTERPARTS.  This Agreement may be executed in several counterparts
     and it shall not be necessary for each party to execute each of such
     counterparts, but when all of the parties have executed and delivered
     one of such counterparts, when taken together, shall be deemed to
     constitute one and the same instrument, enforceable against each party
     in Accordance with its terms.

23.  FACSIMILE SIGNATURES.  The parties hereto agree that this Agreement may
     be executed by facsimile signatures and such signatures shall be deemed
     originals.  The parties further agree that within three (3) days
     following the execution of the Agreement, they shall exchange original
     signature pages.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date and year first above written.

"SELLER"                                "BUYER"
AFANEH, INC.                            2-INFINITY.COM, INC., a subsidiary of
                                        Lakota Technologies, Inc.


/s/ Mohammad K. Afaneh                  /s/ Majed Jalali
-----------------------                 -------------------------
By:  Mohammad K. Afaneh                 By:  Majed Jalali
Its: President                          Its: President

                                Page 16 of 16
<PAGE>

                                  EXHIBIT A










          RESALE AGREEMENT BETWEEN SOUTHWESTERN BELL TELEPHONE COMPANY
        AND AFANEH, INC. TO BE ATTACHED AFTER BUYER'S CHECK HAS BEEN PAID
                         IN GOOD FUNDS TO SELLER'S BANK.
<PAGE>

                                  EXHIBIT B

                             ASSUMED LIABILITIES:

                   NONE EXCEPT AS SET FORTH IN THE CONTRACT.
<PAGE>

                                  EXHIBIT C

                            SCHEDULE OF CONTRACTS:

                   NONE EXCEPT AS SET FORTH IN THE CONTRACT.
<PAGE>

                                  EXHIBIT D
<PAGE>

                                  EXHIBIT E

                                 LITIGATION:

                  NONE TO THE BEST OF SELLER'S KNOWLEDGE.
<PAGE>

                                  EXHIBIT F

                                 VIOLATIONS:

                  NONE TO THE BEST OF SELLER'S KNOWLEDGE.
<PAGE>

                                  EXHIBIT G

                                  CONSENTS:

     TO THE BEST OF SELLER'S KNOWLEDGE, THERE ARE NO CONSENTS, APPROVALS,
   AUTHORIZATIONS OR ORDERS REQUIRED FOR THE EXECUTION AND DELIVERY OF THIS
    AGREEMENT.  HOWEVER, AS A CONDITION TO THE ASSIGNMENT OF THE SUBJECT
 CONTRACT, BUYER MUST OBTAIN THE APPROVAL OF ONE OR MORE ENTITIES INCLUDING
BUT NOT LIMITED TO SOUTHWESTERN BELL TELEPHONE COMPANY AND THE PUBLIC UTILITY
                                  COMMISSION.