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

BETWEEN:

        ROBERT M. CEZAR, of Arroyo Grande, California, U.S.A.

        (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 THOUSAND SIX HUNDRED  (5,600)
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  (hereinafter called the "Exchanged
Shares").

        AND WHEREAS the  Exchanger  has agreed to exchange and the Exchangee has
agreed to exchange the  Exchanged  Shares owned by 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  recognised  and
satisfied by the issuance to the Exchanger of TWO MILLION EIGHT HUNDRED THOUSAND
(2,800,000)  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.


<PAGE>



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.

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

(a)     the Exchanger is the  beneficial  owner of the Exchanged  Shares free of
        all liens,  charges,  security  interests,  adverse claims,  pledges and
        other encumbrances whatsoever;

(b)     no person,  firm or corporation  other than under this agreement has any
        agreement or option or right  capable of becoming an agreement or option
        for the purchase from the Exchanger of the Exchanged Shares; and

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
        authorised;

(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 - 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 organisation,
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,


<PAGE>



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;

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:                           )
                                              )
--------------------------------------        )      ---------------------------
Witness as to the signature of Robert M. Cezar)      ROBERT M. CEZAR



                                                 AMERICOM USA, INC.


                                                  Per: ________________________
                                                      Authorized Signing Officer