<PAGE>   1







                                  EXHIBIT 10.2



                      AGREEMENT AND PLAN OF REORGANIZATION

                                      AMONG

                           WINTHROP INDUSTRIES, INC.,

                         MEDIA CAPITAL SUBSIDIARY, INC.

                                       AND

                          COMPASS KNOWLEDGE GROUP, INC.


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                                TABLE OF CONTENTS




         1.  Plan of Reorganization.......................................1

         2.  Terms of Merger..............................................2

         3.  Delivery of Shares...........................................5

         4.  Representations of Compass...................................5

         5.  Representations of WII and Dixon.............................7

         6.  Closing.....................................................13

         7.  Conditions Precedent to the Obligations
             of Compass..................................................13

         8.  Conditions Precedent to the Obligation of
             WII and WII Sub.............................................15

         9.  Indemnification.............................................15

        10.  Nature and Survival of Representations......................15

        11.  Documents at Closing........................................16

        12.  Finder's Fees...............................................17

        13.  Miscellaneous...............................................17

Signature Page...........................................................19

Exhibit A -     Plan and Articles of Merger
Exhibit B -     Compass Shareholder Schedule
Exhibit C -     Certificate of Amendment to Articles of Incorporation of WII
Exhibit D -     Investment Letter
Exhibit E -     Form of Certificate of Designation of Series A Preferred Stock




                                       (i)


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                      AGREEMENT AND PLAN OF REORGANIZATION


         This Agreement and Plan of Reorganization (hereinafter the "Agreement")
is entered into effective as of this day of November, 1999, by and among
Winthrop Industries, Inc., a Nevada corporation (hereinafter "WII"); Media
Capital Subsidiary, Inc., a newly-formed Florida corporation (hereinafter "WII
Sub"); Lynn Dixon, the sole director of WII and WII Sub (hereinafter "Dixon");
and Compass Knowledge Group, Inc., a Florida corporation (hereinafter
"Compass").

                                    RECITALS:

         WHEREAS, WII desires to acquire Compass as a wholly-owned subsidiary
and to issue shares of WII common stock to the shareholders of Compass upon the
terms and conditions set forth herein. WII Sub is a wholly-owned subsidiary
corporation of WII which shall be merged into Compass, whereupon Compass shall
be the surviving corporation of said merger and shall become a wholly-owned
subsidiary of WII (WII Sub and Compass are sometimes collectively hereinafter
referred to as the "Constituent Corporations").

         WHEREAS, the boards of directors of WII and Compass, respectively, deem
it advisable and in the best interests of such corporations and their respective
shareholders that WII Sub merge with and into Compass pursuant to this Agreement
and the Plan and Articles of Merger in the form attached hereto as Exhibit "A"
and pursuant to applicable provisions of law (such transaction hereafter
referred to as the "Merger").

         WHEREAS, WII Sub has an authorized capitalization consisting of 5,000
shares of no par value common stock, of which 1,000 shares shall be issued and
outstanding and owned by WII as of the closing of the Merger Compass has an
authorized capitalization consisting of 25,000,000 shares of common stock, $.01
par value ("Compass Common Stock"), of which 9,750,000 shares are issued and
outstanding, or reserved for issuance, as of the date hereof; and 5,000,000
authorized shares of preferred stock, $.001 par value, of which 5,000 have been
designated as Series A Senior Convertible Preferred Stock ("Preferred Stock").
Compass has 2,000 shares of Preferred Stock outstanding. All of said outstanding
shares of Compass Common Stock and Preferred Stock are owned by the shareholders
of Compass as set forth on the attached Exhibit "B" (hereafter "Compass
Shareholders").

         NOW THEREFORE, for the mutual consideration set out herein, and other
good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties agree as follows:

                                    AGREEMENT

         1. PLAN OF REORGANIZATION. The parties hereto do hereby agree that WII
Sub shall be merged with and into Compass upon the terms and conditions set
forth herein. It is the intention of the parties hereto that this transaction
qualify as a tax-free reorganization under Section 368(a)(2)(E) of the Internal
Revenue Code of 1986, as amended, and related sections thereunder.





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         2. TERMS OF MERGER. In accordance with the provisions of this Agreement
and the requirements of applicable law, WII Sub shall be merged with and into
Compass as of the Effective Date (the terms "Closing" and "Effective Date" are
defined in Section 6 hereof). Compass shall be the surviving corporation
(hereinafter sometimes the "Surviving Corporation") and the separate existence
of WII Sub shall cease when the Merger shall become effective. Consummation of
the Merger shall be upon the following terms and subject to the following
conditions:

         (a)  CORPORATE EXISTENCE.

                  (1) At the Effective Date, the Surviving Corporation shall
         continue its corporate existence as a Florida corporation and (i) it
         shall thereupon and thereafter possess all rights, privileges, powers,
         franchises and property (real, personal and mixed) of each of the
         Constituent Corporations; (ii) all debts due to either of the
         Constituent Corporations, on whatever account, all causes in action and
         all other things belonging to either of the Constituent Corporations
         shall be taken and deemed to be transferred to and shall be vested in
         the Surviving Corporation by virtue of the Merger without further act
         or deed; and (iii) all rights of creditors and all liens upon any
         property of any of the Constituent Corporations shall be preserved
         unimpaired, limited in lien to the property affected by such liens
         immediately prior to the Effective Date, and all debts, liabilities and
         duties of the Constituent Corporations shall thenceforth attach to the
         Surviving Corporation.

                  (2) At the Effective Date, (i) the Articles of Incorporation
         and the By-laws of the Surviving Corporation, as existing immediately
         prior to the Effective Date, shall be and remain the Articles of
         Incorporation and By-Laws of the Surviving Corporation; (ii) the
         members of the Board of Directors of the Surviving Corporation holding
         office immediately prior to the Effective Date shall remain as the
         members of the Board of Directors of the Surviving Corporation (if on
         or after the Effective Date a vacancy exists on the Board of Directors
         of the Surviving Corporation, such vacancy may thereafter be filled in
         a manner provided by applicable law and the By-laws of the Surviving
         Corporation); and (iii) until the Board of Directors of the Surviving
         Corporation shall otherwise determine, all persons who hold offices of
         the Surviving Corporation at the Effective Date shall continue to hold
         the same offices of the Surviving Corporation.

         (b)  EVENTS OCCURRING AT CLOSING.

                  (1) WII shall have authorized 50,000,000 shares of $.001 par
         value common stock and 5,000,000 shares of $.001 par value preferred
         stock. The preferred stock shall be subject to issuance in such series
         and with such rights, preferences and designations as determined in the
         sole discretion of the board of directors. WII shall file a Certificate
         of Designation with the State of Nevada, designating 5,000 shares of
         its authorized preferred stock as Series A Senior Convertible Preferred
         Stock with rights and preferences as set forth in Exhibit "E".






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                  (2) WII shall have 3,000,000 shares of its common stock issued
         and outstanding and no other shares of capital stock issued or
         outstanding not taking into effect the shares to be issued under this
         Agreement.

                  (3) WII shall have and will demonstrate to the reasonable
         satisfaction of Compass that it has no material assets and no debts,
         liabilities, liens and/or judgments, contingent or fixed, other than
         the proceeds of the WII Financing as described herein.

                  (4) WII shall have completed its private offering under
         Regulation D, Rule 506, as promulgated by the Securities and Exchange
         Commission ("SEC") under the Securities Act of 1933, as amended, of up
         to 2,650,000 shares of its common stock at $2.00 per share pursuant to
         its Private Placement Memorandum dated November 1, 1999 (the
         "Memorandum"). The gross proceeds of this offering (the "WII
         Financing") shall be $5,300,000. However, the transactions completed
         herein may be consummated upon receipt by WII of at least $4,000,000 in
         good funds under the WII Financing. All proceeds, less agreed upon
         costs, shall be delivered to the control of new management of WII at
         Closing in good funds. The WII Financing shall have been completed in
         compliance with all applicable state and federal securities laws and
         the securities sold shall be delivered at Closing to the investors in
         the WII Financing.

         (c) CONVERSION OF SECURITIES.

              As of the Effective Date and without any action on the part of
WII, WII Sub, Compass or the holders of any of the securities of any of these
corporations each of the following shall occur:

                  (1) Each share of Compass Common Stock issued and outstanding
         immediately prior to the Effective Date shall be converted into one
         share of WII Common Stock up to a maximum aggregate amount of 9,750,000
         shares of WII Common Stock. All such shares of Compass Common Stock
         shall no longer be outstanding and shall automatically be canceled and
         shall cease to exist, and each certificate previously evidencing any
         such shares shall thereafter represent the right to receive, upon the
         surrender of such certificate in accordance with the provisions of
         Section 3 hereof, certificates evidencing such number of shares of WII
         Common Stock, respectively, into which such shares of Compass Common
         Stock were converted. The holders of such certificates previously
         evidencing shares of Compass Common outstanding immediately prior to
         the Effective Date shall cease to have any rights with respect to such
         shares of Compass Common except as otherwise provided herein or by law;

                  (2) Each share of Compass Series A Preferred Stock issued and
         outstanding immediately prior to the Effective Date shall be converted
         into one share of WII Series A




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         Preferred Stock up to a maximum aggregate amount of 2,000 shares of WII
         Series A Preferred Stock. All such shares of Compass Series A Preferred
         Stock shall no longer be outstanding and shall automatically be
         canceled and shall cease to exist, and each certificate previously
         evidencing any such shares shall thereafter represent the right to
         receive, upon the surrender of such certificate in accordance with the
         provisions of Section 3 hereof, certificates evidencing such number of
         shares of WII Common Stock, respectively, into which such shares of
         Compass Series A Preferred Stock were converted. The holders of such
         certificates previously evidencing shares of Compass Series A Preferred
         Stock outstanding immediately prior to the Effective Date shall cease
         to have any rights with respect to such shares of Compass Series A
         Preferred Stock except as otherwise provided herein or by law;

                  (3) Any shares of Compass capital stock held in the treasury
         of Compass immediately prior to the Effective Date shall automatically
         be canceled and extinguished without any conversion thereof and no
         payment shall be made with respect thereto;

                  (4) Each share of capital stock of WII Sub issued and
         outstanding immediately prior to the Effective Date shall remain in
         existence as one share of common stock of the Surviving Corporation,
         all of which shall be owned by WII;

                  (5) The shares of WII Common Stock previously issued and
         outstanding immediately prior to the Merger will remain outstanding,
         subject to the provisions of Section 2(b)(5) hereof, so that after
         conversion of the Compass Common and Preferred Stock, and the WII
         Financing, WII shall have no more than 15,400,000 shares of WII Common
         Stock outstanding and 2,000 shares of Preferred Stock outstanding.

                  (6) 500,000 of the 9,750,000 shares to be issued by WII to the
         shareholders of Compass shall be held by the Company for delivery to
         the University of Florida Health Services, Inc. ("UFHS") pending
         reaching an agreement with UFHS regarding an exchange of such shares
         for the ownership of UFHS in Intellicus, L.C. In the event such an
         agreement is not concluded within thirty days of Closing (or such
         reasonable period as extended by the parties), the 500,000 shares shall
         be cancelled on the books and records of WII.

         (d)  OTHER MATTERS.

                  (1) There shall be no stock dividend, stock split,
         recapitalization, or exchange of shares with respect to or rights
         issued in respect of WII's Common Stock after the date hereof and there
         shall be no dividends paid on WII's Common Stock after the date hereof,
         in each case through and including the Effective Date.

                  (2) Compass and WII shall have received all requisite director
         and shareholder approval of all matters set forth herein and no
         shareholder of Compass or WII shall have exercised any dissenters
         rights under applicable corporate law.






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                  (3) WII shall file an amendment to its Articles of
         Incorporation with the Secretary of State of the State of Nevada in
         substantially the form attached hereto as Exhibit "B" effecting an
         amendment to its Articles of Incorporation to reflect a name change to
         Compass Knowledge Holdings, Inc. or such other new name as selected by
         Compass, to authorize 5,000,000 shares of blank check preferred stock,
         and to put of record the 3.33 to 1 reverse stock split, reducing its
         outstanding shares of common stock to 3,000,000 shares from 10,000,000
         shares, as set forth in the attached Exhibit "B". All references herein
         to shares of common stock of WII to be issued or as outstanding give
         effect to the 3.33 to 1 reverse split unless otherwise stated.

                  (4) WII shall file a Certificate of Designation covering 5,000
         shares of Series A Preferred Stock in the form attached hereto as
         Exhibit "E".

                  (5) WII shall adopt a Stock Option Plan at Closing to include
         up to 1,500,000 shares of its common stock. The Plan shall include
         "incentive" stock options under Section 422 of the Internal Revenue
         Code of 1986, as amended and other options and similar rights. WII
         shall grant options under said plan to existing optionholders of
         Compass in exchange for their Compass options, at Closing, exercisable
         at $.75 per share, as designated by Compass subject to the reasonable
         approval of WII.

                  (6) The resignation of the existing WII officer and director
         and appointment of new officers and directors as directed by Compass.

         3. DELIVERY OF SHARES. On or as soon as practicable after the Effective
Date, Compass will use its best efforts to cause the Compass Shareholders to
surrender for cancellation certificates representing their shares of Compass
Common Stock, against delivery of certificates representing the shares of WII
Common Stock for which the Compass shares are to be converted in the Merger.
Until surrendered and exchanged as herein provided, each outstanding certificate
which, prior to the Effective Date, represented an Compass stock certificate
shall be deemed for all corporate purposes to evidence ownership of the same
number of shares of WII Common Stock into which the Compass certificate shall
have been so converted.

         4. REPRESENTATIONS OF COMPASS. Compass hereby represents and warrants
as follows, which warranties and representations shall also be true as of the
Effective Date:

                  (a) Except as noted on Exhibit "B", the Compass Shareholders
         listed on the attached Exhibit "B" are the sole owners of record and
         beneficially of the issued and outstanding capital stock of Compass.

                  (b) The Compass Common Stock and Preferred Stock constitutes
         duly authorized, validly issued shares of capital stock of Compass,
         fully paid and nonassessable and are the only capital shares of Compass
         outstanding.






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                  (c) The Compass unaudited financial statements as of June 30,
         1999, and the audited Intelicus, L.C. financial statements of December
         31, 1998 and 1997, which have been delivered to WII (hereinafter
         referred to as the "Compass Financial Statements") are materially
         complete, accurate and fairly present the financial condition of the
         named indited as of the date thereof and the results of its operations
         for the periods covered. Other than as set forth in any schedule
         attached hereto, there are no material liabilities or obligations,
         either fixed or contingent, not disclosed in the Compass Financial
         Statements or in any exhibit thereto or notes thereto other than
         contracts or obligations in the ordinary course of business; and no
         such contracts or obligations in the ordinary course of business
         constitute liens or other liabilities which materially alter the
         financial condition of Compass as reflected in the Compass Financial
         Statements. Compass has or will have at Closing, good title to all
         assets shown on the Compass Financial Statements subject only to
         dispositions and other transactions in the ordinary course of business,
         the disclosures set forth therein and liens and encumbrances of record.
         The Compass financial statement have been prepared in accordance with
         generally accepted accounting principles consistently applied (except
         as may be indicated therein or in the notes thereto).

                  (d) Since June 30, 1999, there have not been any material
         adverse changes in the financial position of Compass except changes
         arising in the ordinary course of business, which changes will in no
         event materially and adversely affect the financial position of
         Compass.

                  (e) Compass is not a party to any material pending litigation
         or, to its best knowledge, any governmental investigation or
         proceeding, not reflected in the Compass Financial Statements, and to
         its best knowledge, no material litigation, claims, assessments or any
         governmental proceedings are threatened against Compass.

                  (f) Compass is in good standing in its state of incorporation,
         and is in good standing and duly qualified to do business in each state
         where required to be so qualified except where the failure to so
         qualify would have no material negative impact on Compass.

                  (g) Compass has, or by the Effective Date will have, filed all
         material tax, governmental and/or related forms and reports (or
         extensions thereof) due or required to be filed and has (or will have)
         paid or made adequate provisions for all taxes or assessments which
         have become due as of the Effective Date.

                  (h) Compass has not materially breached any material agreement
         to which it is a party. Compass has previously given WII copies or
         access thereto of all material contracts, commitments and/or agreements
         to which Compass is a party including all relationships or dealings
         with related parties or affiliates.

                  (i) Compass has no subsidiary corporations except those
         disclosed in the Memorandum.





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                  (j) Compass has made its corporate financial records, minute
         books, and other corporate documents and records available for review
         to present management of WII prior to the Effective Date, during
         reasonable business hours and on reasonable notice.

                  (k) The execution of this Agreement does not materially
         violate or breach any material agreement or contract to which Compass
         is a party and this Agreement has been duly authorized by all
         appropriate and necessary corporate action and Compass, to the extent
         required, has obtained all necessary approvals or consents required by
         any agreement to which Compass is a party.

                  (l) Information regarding Compass which is set forth in the
         Memorandum or which is otherwise used in connection with the Merger is
         true, complete and accurate in all material respects.

                  (m) Compass shall use its most diligent and reasonable best
         efforts to cause WII to become a reporting company with the S.E.C. on a
         timely basis so as to maintain its listing on the OTCBB.

         5. REPRESENTATIONS OF WII, WII SUB AND DIXON. WII, WII Sub and Dixon
hereby jointly and severally represent and warrant as follows, each of which
representations and warranties shall continue to be true as of the Effective
Date:

                  (a) As of the Effective Date, the shares of WII Common Stock
         and Preferred Stock to be issued and delivered to the Compass
         Shareholders hereunder will, when so issued and delivered, constitute
         duly authorized, validly and legally issued shares of WII capital
         stock, fully-paid and nonassessable and free of all liens and
         encumbrances.

                  (b) WII has the corporate power to enter into this Agreement
         and to perform its obligations hereunder. The execution and delivery of
         this Agreement and the consummation of the transactions contemplated
         hereby have been or will be duly authorized by the respective Boards of
         Directors of WII and WII Sub and by WII as the sole shareholder of WII
         Sub. The execution and performance of this Agreement will not
         constitute a material breach of any agreement, indenture, mortgage,
         license or other instrument or document to which WII or WII Sub is a
         party and will not violate any judgment, decree, order, writ, rule,
         statute, or regulation applicable to WII, WII Sub or their properties.
         The execution and performance of this Agreement will not violate or
         conflict with any provision of the respective Certificate of
         Incorporation or by-laws of WII or WII Sub.







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                  (c) WII has delivered to Compass a true and complete copy of
         its (i) audited financial statements for the fiscal years ended
         December 31, 1998 and 1997, and unaudited interim financial statements
         for the period ended September 30, 1999, (the "WII Financial
         Statements"). The WII Financial Statements are complete, accurate and
         fairly present the financial condition of WII as of the dates thereof
         and the results of its operations for the periods then ended. There are
         no material liabilities or obligations either fixed or contingent not
         reflected therein. The WII audited financial statements have been
         prepared in accordance with generally accepted accounting principles
         applied on a consistent basis (except as may be indicated therein or in
         the notes thereto) and fairly present the financial position of WII as
         of the dates thereof and the results of its operations and changes in
         financial position for the periods then ended. WII Sub has no financial
         statements because it is currently being formed for the purpose of
         effectuating the Merger and it has no assets, liabilities, contracts or
         obligations of any kind other than as received or incurred in
         connection with its incorporation in Florida. WII has no subsidiaries
         except for WII Sub, and WII Sub has no subsidiaries.

                  (d) Since September 30, 1999, there have not been any material
         adverse changes in the financial condition of WII. At Closing, WII will
         have no material assets and no liabilities of any kind other than the
         cash proceeds from the WII Financing.

                  (e) Neither WII nor WII Sub is a party to or the subject of
         any pending litigation, claims, or governmental investigation or
         proceeding not reflected in the WII Financial Statements or otherwise
         disclosed herein, and there are no lawsuits, claims, assessments,
         investigations, or similar matters, to the best knowledge of Dixon,
         threatened or contemplated against or affecting WII Sub, WII, its
         management or its properties.

                  (f) WII and WII Sub are each duly organized, validly existing
         and in good standing under the laws of the jurisdiction of their
         incorporation; each has the corporate power to own its property and to
         carry on its business as now being conducted and is duly qualified to
         do business in any jurisdiction where so required except where the
         failure to so qualify would have no material negative impact.

                  (g) WII and WII Sub have filed all federal, state, county and
         local income, excise, property and other tax, governmental and/or
         related returns, forms, or reports, which are due or required to be
         filed by it prior to the date hereof and have paid or made adequate
         provision in the WII Financial Statements for the payment of all taxes,
         fees, or assessments which have or may become due pursuant to such
         returns or pursuant to any assessments received. Neither WII nor WII
         Sub is delinquent or obligated for any tax, penalty, interest,
         delinquency or charge.

                  (h) WII's authorized capital stock presently consists of: (i)
         50,000,000 shares of Common Stock, $.001 par value, of which 10,000,000
         shares are presently issued and outstanding, not giving effect to the
         reverse split.. WII Sub's capitalization consists of 5,000





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<PAGE>   11

         shares of no par value common stock ("WII Sub's Common Stock"), of
         which 1,000 shares outstanding, all of which owned by WII, free and
         clear of all liens, claims and encumbrances. All outstanding shares of
         capital stock of WII and WII Sub are, or shall be at Closing, validly
         issued, fully paid and nonassessable. There are no existing options,
         calls, warrants, preemptive rights, registration rights or commitments
         of any character relating to the issued or unissued capital stock or
         other securities of either WII or WII Sub.

                  (i) WII and WII Sub have (and at the Closing they will have)
         disclosed in writing all events, conditions and facts materially
         affecting the business, financial conditions or results of operations
         of either WII or WII Sub.

                  (j) The corporate financial records, minute books, and other
         documents and records of WII and WII Sub have been made available to
         Compass prior to the Closing.

                  (k) WII has not breached, nor is there any pending, or to the
         knowledge of management, any threatened claim that WII has breached,
         any of the terms or conditions of any agreements, contracts or
         commitments to which it is a party or by which it or its properties is
         bound. The execution and performance hereof will not violate any
         provisions of applicable law or any agreement to which WII is subject.
         WII hereby represents that it is not a party to any material contract
         or commitment other than appointment documents with its transfer agent,
         and that it has disclosed to Compass all relationships or dealings with
         related parties or affiliates.

                  (l) WII has complied with the provisions for registration
         under the Securities Act of 1933 and all applicable blue sky laws in
         connection with its initial public stock offering. There are no
         outstanding, pending or threatened stop orders or other actions or
         investigations relating thereto.

                  (m) All information regarding WII which has been provided to
         Compass by WII or set forth in any document disseminated to the public
         or filed with the NASD or the Securities and Exchange Commission is
         true, complete and accurate in all material respects.

                  (n) WII is in compliance with, and WII has operated any
         businesses previously owned or operated by it in compliance with, all
         applicable laws, orders, rules and regulations of all governmental
         bodies and agencies, including applicable securities laws and
         regulations and environmental laws and regulations, except where such
         noncompliance has and will have, in the aggregate, no material adverse
         effect. WII has not received notice of any noncompliance with the
         foregoing.

                  (o) Without limiting the foregoing, WII and any other person
         or entity for whose conduct WII is legally held responsible are in
         material compliance with all applicable federal, state, regional, local
         or provincial laws, statutes, ordinances, judgments, rulings and
         regulations relating to any matters of pollution, protection of the
         environment, health




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<PAGE>   12

         or safety, or environmental regulation or control (collectively,
         ?Environmental Laws?). Neither WII nor any other person or entity for
         whose conduct WII is legally responsible, has (i) received any notice,
         demand, request for information, or administrative inquiry relating to
         any violation of an Environmental Law or the institution of any suit,
         action, claim or proceeding alleging such violation or investigation by
         any governmental authority or any third party of any such violation,
         (ii) manufactured, generated, treated, stored, handled, processed,
         released, transported or disposed of any hazardous substance on, under,
         from or at any of WII?s properties or any other properties, (iii)
         become aware or received notice of the release or disposal of any
         hazardous substances in violation of any applicable Environmental Law,
         on, under or at any of WII?s properties or any other properties, (iv)
         become aware or received notice of any actual or potential material
         liability on the part of WII for the response to or remediation of any
         hazardous substance at or arising from any of WII?s properties or any
         other properties owned or operated by WII or any other person for whose
         conduct WII is legally responsible, or (v) become aware of or received
         notice of any actual or potential liability on the part of WII for the
         costs of response to or remediation of hazardous substances at or
         arising from any properties owned or operated by WII or any other
         person for whose conduct WII is or may be held responsible. For
         purposes of this Agreement, the term ?hazardous substance? shall mean
         any toxic or hazardous materials or substances, including asbestos,
         buried contaminants, chemicals, flammable explosives, radioactive
         materials or petroleum and petroleum products and any substances
         defined as, or included in the definition of, ?hazardous substances,?
         ?hazardous wastes,? ?hazardous materials? or ?toxic substances? under
         any Environmental Law. No Environmental Law imposes any obligation upon
         WII arising out of or as a condition to any transaction contemplated
         hereby, including, without limitation, any requirement to modify or to
         transfer any permit or license, any requirement to file any notice or
         other submission with any governmental authority, the placement of any
         notice, acknowledgment, or covenant in any land records, or the
         modification of or provision of notice under any agreement, consent
         order, or consent decree.

                  (p) WII has filed all required documents, reports and
         schedules with the SEC and NASD since February 13, 1997 (collectively,
         the "WII SEC Documents"). As of their respective dates, the WII SEC
         Documents complied in all material respects with the requirements of
         the Securities Act or the NASD rules and regulations, as the case may
         be, and, at the respective times they were filed, none of the WII SEC
         Documents contained any untrue statement of a material fact or omitted
         to state a material fact required to be stated therein or necessary to
         make the statements therein, in light of the circumstances under which
         they were made, not misleading. The financial statements (including, in
         each case, any notes thereto) of WII included in the WII SEC Documents
         complied as to form in all material respects with applicable accounting
         requirements and the published rules and regulations of the SEC with
         respect thereto, were prepared in accordance with generally accepted
         accounting principles (except as may be indicated therein or in the
         notes thereto) applied on a consistent basis during the periods
         involved





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<PAGE>   13

         (except as may be indicated therein or in the notes thereto) and fairly
         presented in all material respects the consolidated financial position
         of WII as of the respective dates thereof and the results of its
         operations and its cash flows for the periods then ended (subject, in
         the case of unaudited statements, to normal year-end audit adjustments
         and to any other adjustments described therein). WII has not, since
         February 13, 1997, made any change in the accounting practices or
         policies applied in the preparation of financial statements.

                  (q) Except as and to the extent specifically disclosed in this
         Agreement and those that are specifically reflected or reserved against
         as to amount in the latest balance sheet contained in the WII
         Financials, there is no basis for the assertion against WII of any
         material liabilities or obligations of any nature, whether absolute,
         accrued, contingent or otherwise and whether due or to become due,
         including, without limitation, any liability for taxes and interest,
         penalties and other charges payable with respect thereto. Except as set
         forth in this Agreement, neither the execution and delivery of this
         Agreement nor the consummation of the transactions contemplated hereby
         will (a) result in any payment (whether severance pay, unemployment
         compensation or otherwise) becoming due from WII to any employee,
         director or officer or former employee, director or officer of WII, (b)
         increase any benefits otherwise payable to any employee, director or
         officer or former employee, director or officer of WII, or (c) result
         in the acceleration of the time of payment or vesting of any such
         benefits.

                  (r) No patent, formula, process, trade secret, trademark,
         trade name, assumed name or copyright used by WII, including all
         intellectual property used in the operation of the business of WII
         (collectively, the ?WII Intellectual Property?), infringes on any
         patent, copyright, trademark or other intellectual property right of
         any person, or violates the terms of any agreements related thereto,
         nor have there been any claims of infringement or to WII?s knowledge,
         threatened against WII.

                  (s) No aspect of WII?s business, operations or assets is of
         such character as would restrict WII from carrying on the business of
         Compass and its subsidiaries as it is presently being conducted.

                           (i) WII has no consultants or independent contractors
                  to whom it is paying compensation for services.

                           (ii) WII no material contracts, commitments,
                  arrangements, or understandings relating to its business,
                  operations, financial condition, or prospects. For purposes of
                  this Section, ?material? means payment or performance of a
                  contract, commitment, arrangement or understanding entered
                  into in the ordinary course of business which is expected to
                  (i) involve payments in excess of $10,000 per year, (ii) have
                  a duration exceeding one (1) year, or (iii) any contract,
                  commitment, arrangement or understanding entered into not in
                  the ordinary course of business.






                                       11
<PAGE>   14

                           (iii) Other than this Agreement and the transactions
                  contemplated hereby, there are no outstanding contracts,
                  commitments or bids, or services, development or sales
                  proposals.

                           (iv) There are no outstanding lease or purchase
                  commitments of WII.

                  (t) No representation or warranty by WII contained in this
         Agreement and no statement contained in any certificate or schedule
         furnished pursuant to the provisions hereof contains or shall contain
         any untrue statement of a material fact or omits to state a material
         fact necessary in order to make the statements therein not misleading.
         There is no current event or condition of any kind or character
         pertaining to WII that may reasonably be expected to have a material
         adverse effect on WII or Compass and its subsidiaries. Except as
         specifically indicated elsewhere in this Agreement, all documents
         delivered by WII in connection herewith have been and will be complete
         originals, or exact copies thereof.

                  (u) Assuming all such consents and approvals have been
         obtained and assuming the appropriate filings and mailings are made by
         WII under the Securities Act and the NASD and with the Secretary of
         State of Florida and Nevada, the execution and delivery by WII of this
         Agreement and the closing documents and the consummation by WII of the
         transactions contemplated hereby do not and will not require the
         consent, approval or action of, or any filing or notice to, any
         corporation, firm, person or other entity or any public, governmental
         or judicial authority (except for such consents, approvals, actions,
         filing or notices the failure of which to make or obtain will not in
         the aggregate have a material adverse effect); (b) violate in any
         material respect the terms of any material instrument, document or
         agreement to which WII is a party, or by which WII or the property of
         WII is bound, or be in conflict in any material respect with, result in
         a material breach of or constitute (upon the giving of notice or lapse
         of time or both) a material default under any such instrument, document
         or agreement, or result in the creation of any lien upon any of the
         property or assets of WII; (c) violate in any respect the terms of any
         instrument, document or agreement to which WII is a party, or by which
         WII or the property of WII is bound, or be in conflict in any respect
         with, result in a breach of or constitute (upon the giving of notice or
         lapse of time or both) a default under any such instrument, document or
         agreement, or result in the creation of any lien upon any of the
         property or assets of WII if the aggregate effect of all such
         violations listed in this subsection (c) results in a material adverse
         effect on WII taken as a whole; (d) violate WII?s Articles of
         Incorporation or Bylaws; or (e) violate any order, writ, injunction,
         decree, judgment, ruling, law, rule or regulation of any federal,
         state, county, municipal, or foreign court or governmental authority
         applicable to WII, or its business or assets. WII is not subject to, or
         a party to, any mortgage, lien, lease, agreement, contract, instrument,
         order, judgment or decree or any other material restriction of any kind
         or





                                       12
<PAGE>   15

         character which would prevent or hinder the continued operation of
         the business of WII and Compass after the closing.

         6. CLOSING. The Closing of the transactions contemplated herein shall
take place on such date (the "Closing") as mutually determined by the parties
hereto when all conditions precedent have been met and all required documents
have been delivered, which Closing is expected to be on or about November 15,
1999, or such later date as mutually agreed to by all parties hereto. The
"Effective Date" of the Merger shall be that date on which executed copies of
the attached Plan and Articles of Merger is filed with the Secretary of State of
Florida.

         7. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF COMPASS. All obligations
of Compass under this Agreement are subject to the fulfillment, prior to or as
of the Closing and/or the Effective Date, as indicated below, of each of the
following conditions:

                  (a) The representations and warranties by or on behalf of WII,
         WII Sub and Dixon contained in this Agreement or in any certificate or
         document delivered pursuant to the provisions hereof shall be true in
         all material respects at and as of the Closing and Effective Date as
         though such representations and warranties were made at and as of such
         time.

                  (b) WII and WII Sub shall have performed and complied with all
         covenants, agreements, and conditions set forth in, and shall have
         executed and delivered all documents required by this Agreement to be
         performed or complied with or executed and delivered by them prior to
         or at the Closing including the successful completion of the WII
         Financing.

                  (c) On or before the Closing, the shareholders of WII by
         majority written consent, the sole director of WII and WII Sub, and WII
         as sole shareholder of WII Sub shall have approved in accordance with
         applicable state corporation law the execution and delivery of this
         Agreement and the consummation of the transactions contemplated herein.

                  (d) On or before the Closing Date, WII and WII Sub shall have
         delivered certified copies of resolutions of the sole shareholder and
         director of WII Sub and of the sole director and shareholders of WII
         approving and authorizing the execution, delivery and performance of
         this Agreement and authorizing all of the necessary and proper action
         to enable WII and WII Sub to comply with the terms of this Agreement
         including the election of Compass's nominees to the Board of Directors
         of WII, the adoption of an Employee Stock Option Plan in the form
         provided by Compass and all matters outlined herein.

                  (e) The Merger shall be permitted by applicable state law and
         WII shall have sufficient shares of its capital stock authorized to
         complete the Merger.

                  (f) At Closing, Dixon shall have resigned in writing from his
         positions as sole





                                       13
<PAGE>   16

         director and officer of WII effective upon the election and appointment
         of the Compass nominees as set forth in the Memorandum or as otherwise
         designated by Compass.

                  (g) At the Closing, all instruments and documents delivered to
         Compass Shareholders pursuant to the provisions hereof shall be
         reasonably satisfactory to legal counsel for Compass.

                  (h) At the Closing, upon consummation of the Merger, WII shall
         have the same authorized and issued capital as at present except as
         described in Section 2(b)(2) hereof.

                  (i) The shares of restricted WII capital stock to be issued to
         Compass Shareholders at Closing will be validly issued, nonassessable
         and fully-paid under Nevada corporation law and will be issued in a
         nonpublic offering in compliance with all federal, state and applicable
         securities laws.

                  (j) Compass shall have received the advice of its tax advisor
         that this transaction is a tax free reorganization as to the exchanging
         Compass common shareholders.

                  (k) Compass shall have received all necessary and required
         approvals and consents from required parties and its shareholders.

                  (l) At the Closing, WII and WII Sub shall have delivered to
         Compass an opinion of its counsel dated as of the Closing to the effect
         that:

                           (i) WII and WII Sub, each is a corporation duly
                  organized, validly existing and in good standing under the
                  laws of the jurisdiction of incorporation;

                           (ii) This Agreement has been duly authorized,
                  executed and delivered by WII and WII Sub and is a valid and
                  binding obligation of WII and WII Sub enforceable in
                  accordance with its terms;

                           (iii) WII and WII Sub each through its Board of
                  Directors and stockholders have taken all corporate action
                  necessary for performance under this Agreement;

                           (iv) The documents executed and delivered to Compass
                  and Compass Shareholders hereunder are valid and binding in
                  accordance with their terms and vest in Compass Shareholders,
                  as the case may be, all right, title and interest in and to
                  the shares of WII's Common Stock and Preferred Stockto be
                  issued pursuant to Section 2 hereof, and the shares of WII
                  capital stock when issued will be duly and validly issued,
                  fully-paid and nonassessable; and

                           (v) WII and WII Sub each has the corporate power to
                  execute, deliver and perform under this Agreement.





                                       14
<PAGE>   17

                           (vi) Legal counsel for WII and WII Sub is not aware
                  of any liabilities, claims or lawsuits involving WII or WII
                  Sub.

      8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF WII AND WII SUB. All
obligations of WII and WII Sub under this Agreement are subject to the
fulfillment, prior to or at the Closing, of each of the following conditions:

                  (a) The representations and warranties by Compass contained in
         this Agreement or in any certificate or document delivered pursuant to
         the provisions hereof shall be true in all material respects at and as
         of the Closing as though such representations and warranties were made
         at and as of such time.

                  (b) Compass shall have performed and complied with, in all
         material respects, all covenants, agreements, and conditions required
         by this Agreement to be performed or complied with by them prior to or
         at the Closing;

                  (c) Compass shall cause at or as soon as practicable after
         Closing, each of its shareholders to deliver to WII, a letter commonly
         known as an "Investment Letter," in substantially the form attached
         hereto as Exhibit "D", acknowledging that the shares of WII Common
         Stock are being acquired by said shareholders for investment purposes.

                  (d) Compass shall deliver an opinion of its legal counsel to
         the effect that:

                           (i) Compass is a corporation duly organized, validly
                  existing and in good standing under the laws of the state of
                  its incorporation;

                           (ii) This Agreement has been duly authorized,
                  executed and delivered by Compass.

         9. INDEMNIFICATION. For a period of two years from the Closing, Dixon,
WII and WII Sub agree to jointly and severally indemnify and hold harmless
Compass, its officers, directors and employees, and Compass agrees to indemnify
and hold harmless Dixon, WII and WII Sub, against and in respect of any
liability, damage or deficiency, all actions, suits, proceedings, demands,
assessments, judgments, costs and expenses including attorney's fees incident to
any of the foregoing, resulting from any material misrepresentations made by an
indemnifying party to an indemnified party, an indemnifying party's breach of
covenant or warranty or an indemnifying party's nonfulfillment of any agreement
hereunder, or from any material misrepresentation in or omission from any
certificate furnished or to be furnished hereunder. Subject to a threshold limit
of $50,000 and except as otherwise covered by insurance.





                                       15
<PAGE>   18

         10. NATURE AND SURVIVAL OF REPRESENTATIONS. All representations,
warranties and covenants made by any party in this Agreement shall survive the
Closing and the consummation of the transactions contemplated hereby for two
years from the Closing. All of the parties hereto are executing and carrying out
the provisions of this Agreement in reliance solely on the representations,
warranties and covenants and agreements contained in this Agreement and not upon
any investigation upon which it might have made or any representation, warranty,
agreement, promise or information, written or oral, made by the other party or
any other person other than as specifically set forth herein.

         11. DOCUMENTS AT CLOSING. At the Closing, the following documents shall
be delivered:

                  (a) Compass will deliver, or will cause to be delivered, to
         WII the following:

                           (i) a certificate executed by the President and
                  Secretary of Compass to the effect that all representations
                  and warranties made by Compass under this Agreement are true
                  and correct as of the Closing, the same as though originally
                  given to WII or WII Sub on said date;

                           (ii) a certificate from the state of Compass's
                  incorporation dated at or about the Closing to the effect that
                  Compass is in good standing under the laws of said state;

                           (iii) Investment Letters in the form attached hereto
                  as Exhibit "D" executed by each Compass Common Shareholder,
                  some of which may be delivered after Closing;

                           (iv) such other instruments, documents and
                  certificates, if any, as are required to be delivered pursuant
                  to the provisions of this Agreement;

                           (v) executed copies of the Plan and Articles of
                  Merger for filing; and certified copies of resolutions adopted
                  by the shareholders and directors of Compass authorizing the
                  Merger; and

                           (vi) all other items, the delivery of which is a
                  condition precedent to the obligations of WII and WII Sub, as
                  set forth herein.

                           (vii) the legal opinion required by Section 8(d)
                  hereof.

         (b) WII and WII Sub will deliver or cause to be delivered to Compass:

                           (i) stock certificates representing those securities
                  of WII to be issued as a part of the Merger as described in
                  Section 2 hereof;






                                       16
<PAGE>   19

                           (ii) a certificate of the President/Secretary of WII
                  and WII Sub, respectively, to the effect that all
                  representations and warranties of WII and WII Sub made under
                  this Agreement are true and correct as of the Closing, the
                  same as though originally given to Compass on said date;

                           (iii) certified copies of resolutions adopted by
                  WII's and WII Sub's Board of Directors and WII's and WII Sub's
                  Stockholders authorizing the Merger and all related matters;

                           (iv) certificates from the jurisdiction of
                  incorporation of WII and WII Sub dated at or about the Closing
                  Date that each of said corporations is in good standing under
                  the laws of said state;

                           (v) opinion of WII's counsel as described in Section
                  7(l) above;

                           (vi) Net proceeds from WII Financing;

                           (vii) such other instruments and documents as are
                  required to be delivered pursuant to the provisions of this
                  Agreement;

                           (viii) resignation of Dixon as the sole officer and
                  director of WII and WII Sub; and

                           (ix) all other items, the delivery of which is a
                  condition precedent to the obligations of Compass, as set
                  forth in Section 7 hereof, including the net proceeds of the
                  WII Financing.

         12. FINDER'S FEES. Dixon, WII and WII Sub, jointly and severally,
represent and warrant to Compass, and Compass represents and warrants to each of
Dixon, WII and WII Sub, that none of them, or any party acting on their behalf,
has incurred any liabilities, either express or implied, to any "broker" of
"finder" or similar person in connection with this Agreement or any of the
transactions contemplated hereby, other than as described in the Memorandum. In
this regard, Dixon, WII and WII Sub, jointly and severally, on the one hand, and
Compass on the other hand, will indemnify and hold the other harmless from any
claim, loss, cost or expense whatsoever (including reasonable fees and
disbursements of counsel) from or relating to any such express or implied
liability, other than as described in the Memorandum.

         13. MISCELLANEOUS.

                  (a) 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





                                       17
<PAGE>   20

         transferred hereunder or otherwise to carry out the intent and purposes
         of this Agreement.

                  (b) Waiver. Any failure on the part of any 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.

                  (c) Termination. All obligations hereunder may be terminated
         at the discretion of either party's Board of Directors if (i) the
         closing conditions specified in Sections 7 and 8 are not met by October
         29, 1999, (with the exception of the delivery of the Investment
         Letters) unless unanimously extended, or (ii) any of the
         representations and warranties made herein have been materially
         breached.

                  (d) Amendment. This Agreement may be amended only in writing
         as agreed to by all parties hereto.

                  (e) 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 to the last known address of the noticed
         party.

                  (f) 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.

                  (g) 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.

                  (h) Binding Effect. This Agreement shall be binding upon the
         parties hereto and inure to the benefit of the parties, their
         respective heirs, administrators, executors, successors and assigns.

                  (i) Entire Agreement. This Agreement and the attached Exhibits
         including the Plan and Articles of Merger attached hereto as Exhibit
         "A" is the entire agreement of the parties covering everything agreed
         upon or understood in the transaction. There are no oral promises,
         conditions, representations, understandings, interpretations or terms
         of any kind as conditions or inducements to the execution hereof.

                  (j) Time. Time is of the essence.

                  (k) Severability. If any part of this Agreement is deemed to
         be unenforceable the balance of the Agreement shall remain in full
         force and effect.





                                       18
<PAGE>   21

                  (l) Responsibility and Costs. Whether the Merger is
         consummated or not, all fees, expenses and out-of-pocket costs and
         expenses, including, without limitation, fees and disbursements of
         counsel, financial advisors and accountants, incurred by the parties
         hereto shall be borne solely and entirely by the party that has
         incurred such costs and expenses, unless the failure to consummate the
         Merger constitutes a breach of the terms hereof, in which event the
         breaching party shall be responsible for all costs of all parties
         hereto.

                  (m) Applicable Law. This Agreement shall be construed and
governed by the laws of the State of Nevada.

         IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.



MEDIA CAPITAL SUBSIDIARY, INC.              WINTHROP INDUSTRIES, INC.



By:                                         By:
    -------------------------------             --------------------------------
    Lynn Dixon, President/Secretary             Lynn Dixon, President/Secretary




                                                --------------------------------
                                                Lynn Dixon, individually


                                                COMPASS KNOWLEDGE GROUP, INC.


                                                 By:
                                                    ----------------------------
                                                    Dan Devine, President





                                       19
<PAGE>   22
                                                STOCKHOLDERS OF COMPASS
                                                KNOWLEDGE GROUP, INC.



                                                --------------------------------
                                                Dan Devine



                                                --------------------------------
                                                Rogers W. Kirven, Jr.



                                                CloverLeaf Capital Advisors, LLC



                                                By:
                                                   -----------------------------





                                       20
<PAGE>   23
                                   EXHIBIT "A"

                     TO AGREEMENT AND PLAN OF REORGANIZATION

                           PLAN AND ARTICLES OF MERGER


<PAGE>   24



                                   EXHIBIT "B"

                     TO AGREEMENT AND PLAN OF REORGANIZATION

                       LIST OF COMPASS COMMON STOCKHOLDERS



                                                          COMMON SHARES TO BE
NAME                                                        ISSUED AT CLOSING
----                                                      -------------------
Rogers W. Kirven, Jr.                                          4,809,289

Dan Devine                                                     3,482,587

University of Florida Health Services, Inc.                      500,000

Cloverleaf Capital Advisors, LLC                                 767,250

David Colburn                                                    130,874

Michael Borcheck                                                  60,000
                                                               ---------
                                                               9,750,000
                                                               =========

                         SERIES A PREFERRED STOCKHOLDERS

NAME                                                             SHARES
----                                                             ------
Pioneer Ventures Associates                                       2,000
         Limited Partnership



<PAGE>   25







                                   EXHIBIT "C"

                     TO AGREEMENT AND PLAN OF REORGANIZATION

                  AMENDMENT TO ARTICLES OF INCORPORATION OF WII


<PAGE>   26







                                   EXHIBIT "D"


                     TO AGREEMENT AND PLAN OF REORGANIZATION

                                INVESTMENT LETTER


<PAGE>   27








                                   EXHIBIT "E"

                     TO AGREEMENT AND PLAN OF REORGANIZATION

         FORM OF CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK