AGREEMENT


     Acquisition Agreement ("Agreement") between stereoscape.com, inc., a Nevada
corporation ("SSCP"),  and the persons executing this Agreement as "Shareholder"
(the  "Shareholder"),  being  the  owner  of  record  of all of the  issued  and
outstanding shares of Marx Toys, Inc., a Florida corporation (the "Company").
     WHEREAS, SSCP wishes to acquire and the Shareholder wish to transfer all of
the issued and  outstanding  stock of the  Company in  exchange  for  15,000,000
shares of common stock of stereoscape.com, inc. ("SSCP")
     WHEREAS, the effective date of the transaction contemplated herein shall be
October 1, 2000.
     NOW, THEREFORE, SSCP and the Shareholder agree as follows:

                          SECTION 1. EXCHANGE OF STOCK

     1.01 Number of Shares.  The  Shareholder  agrees to transfer to SSCP at the
Closing the number of shares of common stock of the Company ("Company  Shares"),
shown opposite his names below in exchange for an aggregate of 15,000,000 shares
(the "SSCP  Shares") of common  stock of SSCP,  $.001 par value per share.   The
SSCP Shares will be issued to the Shareholder immediately upon closing.
     1.02 Delivery of Certificates  by Shareholder.  The transfer of the Company
Shares by the Shareholder  shall be effected by the delivery to SSCP immediately
upon Closing of certificates  representing  the Company Shares endorsed in blank
or accompanied by stock powers executed in blank.
     1.03 Further  Assistance.  At the Closing and from time to time thereafter,
the Shareholder  shall execute such  additional  instruments and take such other
action  as SSCP  may  reasonably  request  in order  to more  effectively  sell,
transfer and assign the transferred Company Shares to SSCP and to confirm SSCP's
title thereto.


<PAGE>

     1.04  Changes  in  SSCP's  Capitalization.  If  between  the  date  of this
Agreement  and the  Closing,  the  outstanding  shares of SSCP common stock are,
without the receipt of consideration by SSCP, increased, decreased, changed into
or  exchanged  for a different  number or kind of shares or  securities  of SSCP
through reorganization,  reclassification,  stock dividend, stock split, reverse
stock split or similar  change in SSCP's  capitalization,  SSCP shall deliver to
the  Shareholder  in  addition  to or in lieu of the SSCP  Shares  specified  in
Section 1.01, voting stock of SSCP in equitably  adjusted amounts.  In the event
of any change in SSCP's  capitalization,  all  references  to SSCP Shares herein
shall refer to the number of SSCP Shares as thus adjusted.
     1.05  Consulting  Agreement  for  Option to  purchase  shares of SSCP.  Jay
Horowitz (the "consultant")  shall enter into a consulting  agreement to provide
services  to the Company for a minimum of two (2) year from the date of closing.
SSCP shall cause the  issuance of  6,000,000  stock  options for the purchase of
SSCP common stock from SSCP at a price of $0.04 per share to Jay Horowitz. These
options shall vest 1/6th at  the end  of  each  contract month, and shall expire
in accordance with SSCP's stock option plan, but  in  any event will not be less
than 5 years.

                               SECTION 2. CLOSING

     2.01 The closing contemplated by Section 1.01 (the "Closing") shall be held
at the offices of SSCP,  3440 Highway 9 South,  Freehold,  New Jersey 07728,  on
December 7, 2000 or as soon as practical thereafter unless another place or time
is agreed upon in writing by the parties.

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<PAGE>

          SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER

     The Shareholder hereby warrant, represent and agree as follows:

     3.01 Corporate Status. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the state of Florida.
     3.02  Capitalization.  The authorized capital stock of the Company consists
of 10,000  shares  of  common  stock, of  which 10,000  shares  are  issued  and
outstanding. All such shares are fully paid and non-assessable.
     3.03  Financial  Statements.   The  financial  statements  of  the  Company
furnished to SSCP, consisting of an unaudited balance sheet as  of  December 31,
1999 and a related statement of income for the period then ended (the "Financial
Statements") as well as a September 30, 2000 trial balance, will be delivered at
the Closing,  will be correct and fairly present the financial  condition of the
Company as of the dates and for the periods involved.
     3.04 Undisclosed Liabilities.  The Company has no liabilities of any nature
except to the extent reflected or reserved against in the Financial  Statements,
whether  accrued,  absolute,   contingent  or  otherwise,   including,   without
limitation, tax liabilities and interest due or to become due, and the Company's
accounts  receivable  are  collectible  in  accordance  with  the  terms of such
accounts,  except  to the  extent  of the  reserve  therefore  in the  Financial
Statements.
     3.05 Interim  Changes.  Between  September 30, 2000  and the date  of  this
Agreement,  there have not been, (1) any  changes  in  the  Company's  financial
condition,  assets,  liabilities, or business which, in the aggregate, have been
materially adverse;  (2) any damage,  destruction or loss of or to the Company's
property, whether or not covered by insurance; (3) any declaration or payment of
any dividends or other  distribution in respect of the Company's  capital stock,
or any direct or indirect redemption,  purchase or other acquisition or any such
stock;  or (4) any increase  paid or agreed to in the  compensation,  retirement
benefits or other commitments to employees.

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<PAGE>

     3.06 Title to Property.  The Company has good and  marketable  title to all
properties and assets, real and personal, reflected in the Financial Statements,
and the Company's properties and assets are subject to no mortgage, pledge, lien
or encumbrance, except for liens shown therein, with respect to which no default
exists.
     3.07  Litigation.  There is no  litigation  or  proceeding  pending,  or to
Shareholder'  knowledge  threatened,  against or  relating to the  Company,  its
properties or business.
     3.08  Access  to  Records,  etc.  From  the date of this  Agreement  to the
Closing,  the  Shareholder  will cause the  Company  (1) to give to SSCP and its
representatives  full access during normal business hours to all of its offices,
books, records,  contracts, and other corporate documents and properties so that
CEP may inspect and audit them; and (2) to furnish such  information  concerning
the Company's properties and affairs as SSCP may reasonably request.
     3.09  Confidentiality  Until the Closing  (and  permanently  if there is no
Closing),  the Shareholder and their  representatives will keep confidential any
information  which they obtain from SSCP concerning its  properties,  assets and
business. If the transactions contemplated by this Agreement are not consummated
by  December 31, 2000 the  Shareholder  will  return to  SSCP all written matter
with respect to SSCP  obtained by them in  connection  with the  negotiation  or
consummation of this Agreement.

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<PAGE>

     3.10 Title to Shares. The Shareholder is, in the aggregate, the owner, free
and clear of any liens, claims and encumbrances, of all Company Shares.
     3.11  Investment  Intent.  The Shareholder is acquiring the SSCP Shares for
his own respective accounts, for investment purposes, and not for or with a view
to resale or  distribution.  The SSCP  shares  shall bear a legend to the effect
that they represent restricted securities which may not be sold,  transferred or
hypothecated in the absence of a registration statement under the Securities Act
of 1933, as amended, or an opinion of counsel that registration is not required.
     3.12  Employment  Agreement  or  Consulting  Agreement.  At the Closing the
Shareholder shall execute an employment  agreement or consulting  agreement with
the Company at annual rates of $120,000 or $60,000, respectively.
     3.13  Specific  Identified  Assets.  The  Shareholder  represent  that  the
purchase  shall  include but not be limited to the  following  assets in "as is"
condition:
         Marx Toys, Inc. (company name)
         Marx Trains License Agreements
         Trademark #1,776,628
         Marx  Archives  (original  sets of plans,  drawings,  blueprints)  Marx
         Museum  Licenses  (Erie based Museum,  original Marx factory)  Customer
         Lists  Prospect Lists Marx Toys Web Site Available Marx Toy Samples All
         "Mexican  Inventory"  warehoused  in Ohio All Marx Molds  owned by MARX
         TOYS and/or American Plastic Equipment, Inc.
       All  license  agreements  related to Marx Molds,  and Marx Trains  (Buyer
       shall be subject to the specific terms of the license), and the royalties
       derived  from the license  agreements.  All  Trademark  Agreements  ("The
       Exclusive  Trademark  Agreement")(Buyer  shall be subject to the specific
       terms of the Trademark Agreement)
         Art & Design Department including Mac/Apple computer & Peripherals
         Entertainment Rights
         50% of the  proceeds of any net recovery of a potential  claim  against
         Disney and/or Mattel  (expenses to be covered by Marx, suit directed by
         Jay)- If any.

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<PAGE>

          SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SSCP

     SSCP  represents  and warrants to, and covenants  with the  Shareholder  as
follows:

     4.01  Corporate  Status.  SSCP is a  corporation  duly  organized,  validly
existing  and in good  standing  under the laws of the  State of  Nevada  and is
licensed or qualified as a foreign corporation in all jurisdictions in which the
nature of its business or the  character or  ownership of its  properties  makes
such licensing or qualification necessary.
     4.02  Capitalization.  The  authorized  capital  stock of SSCP  consists of
200,000,000 shares of common stock, having a par value of $.001 per share.
     4.03 Undisclosed  Liabilities.  SSCP has no undisclosed  liabilities of any
nature.
     4.04  Title  to  Property.  SSCP  has  good  and  marketable  title  to all
properties and assets,  real and personal,  and SSCP's properties and assets are
subject to no  mortgage,  pledge,  lien or  encumbrance,  except for liens shown
therein, with respect to which no default exists.
     4.05 Litigation. There is no litigation or proceeding pending, or to SSCP's
knowledge threatened, against or relating to SSCP, its properties or business.
     4.06  Confidentiality.  Until the Closing (and  permanently  if there is no
Closing),  the  Company  and its  representatives  will  keep  confidential  any
information which it obtained from the Company concerning its properties, assets
and  business.  If the  transactions  contemplated  by  this  Agreement  are not
consummated  by  December  31,  2000 SSCP will return to the Company all written
matter  with  respect  to the  Company  obtained  by it in  connection  with the
negotiation or consummation of this Agreement.

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<PAGE>

     4.07  Investment  Intent.  SSCP  is  acquiring  the  Company  Shares  to be
transferred to it under this Agreement for investment and not with a view to the
sale or distribution thereof, and SSCP has no commitment or present intention to
liquidate the Company or to sell or otherwise dispose of the Company Shares.
     4.08 Corporate  Authority.  SSCP has full corporate  power and authority to
enter into this  Agreement and to carry out its  obligations  hereunder and will
deliver to the Shareholder at the Closing a certified copy of resolutions of its
Board of Directors  authorizing  execution of this Agreement by its officers and
performance thereunder.
     4.09 Due Authorization. Execution of this Agreement and performance by SSCP
hereunder  has been or  prior  to the  Closing  will be duly  authorized  by all
requisite  corporate  and  shareholder  action  on the  part of  SSCP,  and this
Agreement  constitutes a valid and binding  obligation  of SSCP and  performance
hereunder  will not violate any provision of SSCP's  Articles of  Incorporation,
Bylaws, mortgages, agreements with third parties or other commitments.

SECTION 5. CONDUCT OF COMPANY PENDING THE CLOSING

     The  Shareholder  agree  that  from the date of this  Agreement  until  the
Closing the Company will conduct itself in the following manner:

     5.01 Certificate of Incorporation  and Bylaws.  The Company will not change
its Certificate of Incorporation or Bylaws.

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<PAGE>

     5.02  Capitalization,  etc.  The  Company  will not make any  change in its
authorized, issued or outstanding capital stock; grant any stock option or right
to purchase  shares of its capital stock;  issue any security  convertible  into
shares of its capital stock; purchase,  redeem, retire, or otherwise acquire any
shares of its capital stock;  or agree to do any of the  foregoing;  or declare,
set aside or pay any  dividend or other  distribution  in respect of its capital
stock.
     5.03 Business in Ordinary Course.  The Company will conduct its business in
the  ordinary  course and will (1) use its best efforts to preserve its business
organization  intact,  to keep  available  to SSCP the  services  of its present
officers and employees and to preserve the goodwill of suppliers,  customers and
others  having  business  relations  with it; (2)  maintain  its  properties  in
customary  repair,  working order and  condition,  reasonable  wear and tear and
damage by  casualty  excepted;  (3) keep in force at no less than their  present
limit all policies of  insurance;  (4) make no material  change in the customary
terms and conditions on which it extends credit to customers; and (5) enter into
no sale, lease, contract,  commitment or other transaction;  provided,  however,
that nothing in this Section 5.03 shall prohibit compliance by the Company with,
or the Company's  borrowings or repayment  funds  pursuant to, and agreements or
other commitments disclosed by the Company to SSCP.
     5.04 Banking  Arrangements;  Powers of Attorney.  The Company will not make
any change in its banking and safe deposit  arrangements  and will not grant any
powers of attorney.
     5.05  Accounting  Practices.  Except  as  required  by  generally  accepted
accounting  principles,  the Company will not make any changes in its accounting
methods or practices.


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<PAGE>

     5.06 Merger,  etc. The Company will not merge or consolidate with any other
corporation;  sell or lease all or substantially all of its assets and business;
acquire all or  substantially  all of the stock of the business or assets or any
other person,  corporation or business  organization;  or agree to do any of the
foregoing.

                     SECTION 6. COVENANTS AFTER THE CLOSING

     6.01 After Closing. From and after the Closing, all parties hereto agree to
issue  certificates  representing  the SSCP  Shares  to the  Shareholder  of the
Company pursuant to Paragraph 1.01 hereof.
     6.02  Working  Capital.  SSCP agrees to provide or arrange  for  sufficient
capital  infusions to  successfully  carry out the business  plan of the Company
currently estimated to be approximately $1,000,000 during the first year.
     6.03  Personal  Guarantees.  SSCP shall make  every  effort to relieve  Jay
Horowitz of any and all personal  guarantees given by him for the benefit of the
Company.  SSCP shall in any case  indemnify  him from any  liability  whatsoever
related to such personal guarantees.

                     SECTION 7. CONDITIONS PRECEDENT - SSCP

     All obligations of SSCP under this Agreement are subject, at SSCP's option,
to the  fulfillment,  before  or at  the  Closing,  of  each  of  the  following
conditions:

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<PAGE>

     7.01  Representations  and  Warranties  True at Closing.  The  Shareholder'
representations  and warranties  contained in this  Agreement  shall be true and
correct as of the date hereof and as of the Closing in all material respects.
     7.02 Due  Performance.  The  Shareholder  shall have performed and complied
with all the terms and conditions  required by this Agreement to be performed or
complied with by them before the Closing.
     7.03 Books and  Records.  The  Shareholder  has caused the  Company to make
available to SSCP all books and records of the Company,  including  minute books
and stock transfer records.
     7.04 Acceptance by the Shareholder.  The terms of this Agreement shall have
been accepted by the Shareholder of the Company as evidenced by their signatures
on the signature page of this Agreement.

                SECTION 8. CONDITIONS PRECEDENT - THE SHAREHOLDER

     All  obligations of the  Shareholder  under this Agreement are subject,  at
their  option,  to the  fulfillment,  before or at the  Closing,  of each of the
following conditions:

     8.01 Representations and Warranties True at Closing. SSCP's representations
and warranties  contained in this Agreement  shall be true and correct as of the
date hereof at and as of the Closing in all material respects.
     8.02 Due  Performance.  SSCP shall have  performed and complied with all of
the terms and conditions  required by this Agreement to be performed or complied
with by it before the Closing.

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<PAGE>

     8.03  Revocation  of  Prior  Authorizations.  The  Shareholder  shall  have
delivered to SSCP  certified  copies of  resolutions  of the Company's  Board of
Directors  revoking  as of the  Closing  all  prior  authorizations,  powers  of
attorney,  designations  and  appointments  relating  to the  signing of checks,
borrowing of funds,  access to corporate  safe deposit  boxes and other  similar
matters, to the extent requested by SSCP.
     8.04  Resignations.  There  shall  have been  delivered  to SSCP the signed
resignations of such directors of the Company as SSCP shall request, dated as of
the Closing.

                           SECTION 9. INDEMNIFICATION

     9.01  Indemnification  of SSCP.  The  Shareholder  agrees to indemnify SSCP
against  any loss,  damage or expense  (including  reasonable  attorneys'  fees)
suffered by SSCP from (1) any breach by the  Shareholders of this Agreement;  or
(2) any  inaccuracy  in or breach of any of the  representations,  warranties or
covenants by the Shareholder  herein;  provided,  however that (a) SSCP shall be
entitled to assert rights of indemnification hereunder only if and to the extent
that it suffers losses,  damages and expenses (including  reasonable  attorneys'
fees) exceeding $25,000 in the aggregate;  and (b) SSCP shall give notice of any
claims  hereunder within the twenty-four (24) month period beginning on the date
of the  Closing.  No loss,  damage  or  expense  shall be  deemed  to have  been
sustained by SSCP to the extent of insurance  proceeds  paid to, or tax benefits
realizable  by, SSCP or the Company as a result of the event giving rise to such
light indemnification.

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<PAGE>

     9.02   Indemnification  of  Shareholder.   SSCP  agrees  to  indemnify  the
Shareholder against any loss, damage or expense (including reasonable attorneys'
fees)  suffered  by any of the  Shareholder  from (1) any breach by SSCP of this
Agreement;  or (2) any inaccuracy in or breach of any of SSCP's representations,
warranties or covenants herein.
     9.03 Defense of Claims. Upon obtaining  knowledge thereof,  the indemnified
party shall promptly notify the indemnifying  party of any claim which has given
or could give rise to a right of  indemnification  under this Agreement.  If the
right of  indemnification  relates to a claim  asserted by a third party against
the indemnified  party,  the  indemnifying  party shall have the right to employ
counsel  acceptable to the indemnified  party to cooperate in the defense of any
such claim.  So long as the  indemnifying  party is defending  any such claim in
good  faith,  the  indemnified   party  will  not  settle  such  claim.  If  the
indemnifying  party does not elect to defend  any such  claim,  the  indemnified
party shall have no obligation to do so.

                             SECTION 10. TERMINATION

     10.01  Termination.  This Agreement may be terminated (1) by mutual consent
in writing;  (2) by either the  Shareholder or SSCP if there has been a material
misrepresentation  or material  breach of any  warranty or covenant by the other
party;  or (3) by either the  Shareholder  or SSCP if the Closing shall not have
taken place,  unless  adjourned to a later date by mutual  consent in writing by
December 31, 2000.

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<PAGE>

                         SECTION 11. GENERAL PROVISIONS

     11.01 Further  Assurances.  At any time,  and from time to time,  after the
Effective  Date,  each party will execute such  additional  instruments and take
such  action as may be  reasonably  requested  by the other  party to confirm or
perfect  title to any property  transferred  hereunder or otherwise to carry out
the intent and purposes of this Agreement.
     11.02 Waiver. Any failure on the part of either party hereto to comply with
any of its  obligations,  agreements  or  conditions  hereunder may be waived in
writing by the party to whom such compliance is owed.
     11.03  Brokers.  Each party agrees to indemnify and hold harmless the other
party  against  any fee,  loss or  expense  arising  out of claims by brokers or
finders  employed or alleged to have been employed by it. The parties agree that
any fees agreed by SSCP shall be paid by SSCP.
     11.04 Notices. All notices and other  communications  hereunder shall be in
writing and shall be deemed to have been given if delivered in person or sent by
prepaid first-class  registered or certified mail, return receipt requested,  as
follows:
                                    To:     Mr. Mario Bassani, Chairman & CEO
                                            stereoscape.com, inc.
                                            3440 Highway 9 South
                                            Freehold, New Jersey  07728

                                    To:     Jay Horowitz
                                            c/o Marx Toys, Inc.
                                            1800 NE 114th Street
                                            N. Miami, Florida  33181

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<PAGE>

     11.05 Entire  Agreement.  This Agreement  constitutes the entire  agreement
between   the  parties  and   supersedes   and  cancels  any  other   agreement,
representation,  or communication,  whether oral or written, between the parties
hereto relating to the  transactions  contemplated  herein or the subject matter
hereof and can only be modified in writing SIGNED BY both parties.
     11.06 Headings.  The section and subsection  headings in this Agreement are
inserted  for  convenience  only and shall not affect in any way the  meaning or
interpretation of this Agreement.
     11.07  Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New Jersey.
     11.08  Assignment.  This  Agreement  shall  inure to the benefit of, and be
binding upon,  the parties hereto and their  successors  and assigns;  provided,
however,  that any assignment by either party of its rights under this Agreement
without the written consent of the other party shall be void.
         11.09  Counterparts.  This Agreement may be executed  simultaneously in
two or more counterparts,  each of which shall be deemed an original, but all of
which  together  shall  constitute  one  and  the  same  instrument.   Facsimile
signatures shall be considered as original signatures.

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         Executed as of this 7th day of December, 2000.

Stereoscape.com, inc.


By:____________________________



SHAREHOLDER OF MARX TOYS, INC.


----------------------------
Jay Horowitz


Shares of Company: 10,000 shares

Shares of SSCP: 15,000,000 shares

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