THIS AGREEMENT dated as at the 15th day of July, 1998

BETWEEN:

               KELKE INVESTMENTS LTD., a corporation incorporated under the laws
               of the Turks and Caicos Islands, B.W.I.

               (hereinafter called the "Exchanger")


 PARTY OF THE FIRST PART,

               -and-

               AMERICOM USA. INC., a corporation incorporated under the laws of
               the State of Delaware, in the United States of America,

               (hereinafter called the "Exchangee")


PARTY OF THE SECOND PART:

        WHEREAS  the  Exchanger  is the  owner  of  FIVE  HUNDRED  (500)  shares
(hereinafter  called  the  "Exchanged  Shares")  of RMC  DIVERSIFIED  ASSOCIATES
INTERNATIONAL,  LTD.,  (hereinafter  called  the  "Corporation")  a  corporation
incorporated under the laws of the State of California,  in the United States of
America

        AND WHEREAS the  Exchanger  has agreed to exchange and the Exchangee has
agreed to exchange the  Exchanged  Shares owned hy the  Exchanger  for shares at
near or equal value;

        NOW THEREFORE THIS AGREEMENT  WITNESSETH  that in  consideration  of the
mutual covenants herein contained and for other good and valuable  consideration
(the adequacy,  sufficiency and receipt of which is hereby  acknowledged by each
of the parties hereto), the parties hereto hereby covenant and agree as follows:

1. Exchange - Subject to the terms and conditions  hereof,  the Exchanger hereby
conveys and  transfers to the Exchangee  and the  Exchangee  hereby  conveys and
transfers to the Exchanger the number of shares set forth in paragraph 2 hereof.

2. Exchange Value - The Exchange Value of each block of shares shall be equal to
the value of the shares for which they are exchanged.

3.  Satisfaction  of  Exchange - The  Exchange  Value  shall be  recognized  and
satisfied  by the  issuance  to the  Exchanger  of TWO  HUNDRED  FIFTY  THOUSAND
(250,000) shares in the capital of the Exchangee, which shares shall have a fair
market  value equal to the shares of the  Exchanger.  The said  Shares  shall be
issued forthwith by the Exchangee as fully paid and non-assessable.

4. Debts,  Claims and Payables - It is agreed and understood between the parties
that as part of the  exchange  herein the  Exchangee  does hereby  undertake  to
assume,  settle and retire all outstanding debts,  claims and payables currently
owed to the Exchanger by the Corporation.

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5. Exchanger's  Representations and Warranties - the Exchanger hereby represents
and warrants to the Exchangee that:

        The Exchanger solely represents and warrants to the Exchangee as follows
and  acknowledges  that the  Exchangee  is relying on such  representations  and
warranties  in  connection  with the exchange by the Exchangee of the Shares and
that the  Exchangee  would not have  entered  into this  Agreement  without such
representations and warranties:

a)      Organization The Exchanger is duly  incorporated and organized under the
        laws of the Turks and Caicos Islands, B.W.I. and has the corporate power
        to own,  lease or operate its  properties and to conduct its business as
        now being  conducted by them. The Exchanger has the corporate  power and
        authority  to execute  this  Agreement  and to perform  its  obligations
        hereunder.  The  Exchanger  is duly  qualified  as a  corporation  to do
        business in each  jurisdiction  in which the nature of their business or
        the  property  and  assets  owned or leased by each of them  makes  such
        qualification necessary.

b)      Authorization.  This  Agreement has been duly  authorized,  executed and
        delivered by the Exchanger and is a legal,  valid and binding obligation
        of the Exchanger.

c)      No Other Agreements to Purchase.  No person other than the Exchangee has
        any  written  or oral  agreement  or option  or any  right or  privilege
        (whether by law or  contractual)  capable of becoming  an  agreement  or
        option  for the  purchase  or  acquisition  from  the  Exchanger  of the
        Exchanged Shares.

d)      Ownership of Exchanged Shares. The Exchanger is the beneficial owner and
        holder of record of the Exchanged Shares of the  Corporation,  with good
        and marketable title thereto,  free and clear of all  Encumbrances  and,
        without limiting the generality of the foregoing,  none of the Exchanged
        Shares are subject to any voting trust,  shareholder agreement or voting
        agreement.  Upon  completion of the  transactions  contemplated  by this
        Agreement, all of the Exchanged Shares will be owned by the Exchangee as
        the  beneficial  owner and  holder of record,  with good and  marketable
        title thereto.

e)      No  Violation.  The  execution  and  delivery of this  Agreement  by the
        Exchanger and the consummation of the transactions  contemplated  herein
        will not result in either:

        (a)    the  breach  or  violation  of  any  of  the  provisions  of,  or
               constitute  a  default  under,  or  conflict  with or  cause  the
               acceleration  of any  obligation  of any of the  Exchanger or the
               Corporation under:

               (i)    any  Contract  to  which  any  of  the  Exchanger  or  the
                      Corporation  are a party  or by which  any of them is,  or
                      their properties are bound;

               (ii)   any  provision  of the  constating  documents,  by-laws or
                      resolutions of the board of directors or  shareholders  of
                      the Corporation;


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               (iii)  any  judgment,  decree,  order  or  award  of  any  court,
                      governmental body or arbitrator  having  jurisdiction over
                      any of the Exchanger or the Corporation;

               (iv)   any license,  permit,  approval,  consent or authorization
                      held  by any  of the  Exchanger,  or  the  Corporation  or
                      necessary to the ownership of the Exchanged Shares; or

               (v)    to the knowledge of the  Exchanger,  any  applicable  law,
                      statute, ordinance regulation or rule; or

        (b)    the  creation or  imposition  of any  Encumbrances  on any of the
               Exchanged Shares or any property or assets of the Corporation.

6. Exchangee's Representations,  Warranties and Covenants - The Exchangee hereby
represents, warrants and covenants to the Exchanger that:

(a)     the Exchangee is duly incorporated and subsisting under the laws of the
        State of Delaware;

(b)     the Shares to be issued to the Exchanger pursuant hereto  have been duly
        authorized;

(c)     the issuance to the  Exchanger of the Shares does not result in a breach
        of any  term  or  provision  of,  or  constitute  a  default  under  any
        indenture,  agreement,  instrument,  licence  or  permit  to  which  the
        Exchangee  is a  party  or  by  which  it  is  bound  or  any  unanimous
        shareholder agreement; and

7. Survival of Representations,  Warranties and Covenants - The representations,
warranties  and covenants of the  Exchanger and the Exchangee  contained in this
agreement shall survive the completion of the  transaction  contemplated by this
agreement and, notwithstanding such completion, shall continue in full force and
effect for the benefit of the Exchangee and the Exchanger as the case may be.

8. Sections and Headings - The division of this  Agreement into sections and the
insertion of headings are for convenience of reference only and shall not affect
the interpretation of this Agreement.  Unless otherwise indicated, any reference
in this Agreement to a section or a Schedule refers to the specified  section of
or Schedule to this Agreement.

9. Number,  Gender or Persons - In this Agreement,  words importing the singular
number  only shall  include the plural and vice versa,  words  importing  gender
shall include all genders and words importing persons shall include individuals,
corporations,  partnerships,  associations, trusts, unincorporated organization,
governmental bodies and other legal or business entities.

10. Entire Agreement - This Agreement  constitutes the entire agreement  between
the parties with respect to the subject  matter hereof and  supersedes all prior
agreements,  understandings,  negotiations and  discussions,  whether written or
oral.  There  are  not any  conditions,  covenants,  agreement  representations,
warranties or other provisions,  expressed or implied, collateral,  statutory or
otherwise, relating to the subject matter hereof except as herein provided.

11. Time of Essence - Time shall be of the essence of this Agreement;


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12. Applicable Law - This Agreement shall be construed, interpreted and enforced
in accordance  with,  and the respective  rights and  obligations of the parties
shall be governed by, the laws of the State of  California  applicable  therein,
and each party hereby irrevocably and  unconditionally  submits to the exclusive
jurisdiction  of the courts of the State of California and all courts  competent
to hear appeals therefrom.

13.  Severability - If any provisions of this Agreement is determined by a court
of  competent  jurisdiction  to be  invalid,  illegal  or  unenforceable  in any
respect, such determination shall not impair or affect the validity, legality or
enforceability of the remaining  provisions hereof, and each provision is hereby
declared to be separate, severable and distinct.

14.  Successors and Assigns - This  Agreement  shall enure to the benefit of and
shall be binding on and  enforceable  by the parties  and,  where the context so
permits,  their  respective  legal  representatives,  successors  and  permitted
assigns.

15.  Amendments  and Waivers - An amendment or waiver of any  provisions of this
Agreement  shall not be binding on any party  unless  consented to in writing by
such party. A waiver of any provisions of this Agreement  shall not constitute a
waiver of any other  provision,  nor shall any waiver  constitute  a  continuing
waiver unless otherwise expressly provided.

16.  Interpretation  - There will be no application of the rule  interpreting an
agreement  against  its  drafter,  because  all  parties  played a joint role in
drafting it.

        IN  WITNESS   WHEREOF  the  parties  hereto  have  executed  the  within
agreement.

SIGNED, SEALED AND DELIVERED        )
in the presence of:                 )

                                                     KELKE INVESTMENTS LTD.


                                                Per: ___________________________
                                                     Authorized Signing Officer


                                                         AMERICOM USA. INC.


                                                Per: ___________________________
                                                     Authorized Signing Officer