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                                                                    Exhibit 10.8

                            SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT (this "Agreement") is made this 30th of November,
1998, by and among TOUPS TECHNOLOGY LICENSING, INC., a Florida corporation
("TTL"); INTERSOURCE HEALTH CARE, INC., a Florida ("IHC"); and the persons
listed in Exhibit "A-1" hereof who are the owners of record of all the issued
and outstanding stock of IHC who execute and deliver the Agreement ("IHC
Stockholders"), based on the following:

                                    Recitals

      TTL wishes to acquire all the issued and outstanding stock of IHC in
exchange for stock of TTL in a transaction intended to qualify as a tax-free
exchange pursuant to section 368(a)(l)(B) of the Internal Revenue Code of 1986,
as amended. The parties intend for this Agreement to represent the terms and
conditions of such tax-free transaction, which Agreement the parties hereby
adopt.

                                    Agreement

      Based on the stated premises, which are incorporated herein by reference,
and for and in consideration of the mutual covenants and agreements hereinafter
set forth, the mutual benefits to the parties to be derived herefrom, and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, it is hereby agreed as follows:

                                   DEFINITIONS

1.    InterSource Health Care, Inc., incorporated in Florida, USA on November 4,
      1996 with offices at 7887 Bryan Dairy Road, Suite 105, Largo, Florida
      33777 USA ("IHC").

2.    Toups Technology Licensing, Inc. incorporated in Florida, USA on August
      29, 1997 with offices at 7887 Bryan Diary Road, Suite 105, Largo, Florida,
      33777 USA ("TTL").

                          ARTICLE I - EXCHANGE OF STOCK

1.01  Exchange of Shares and Rights to Shares. On the terms and subject to the
      conditions set forth in this Agreement; on the Closing Date, the IHC
      Stockholders shall assign, transfer, and deliver to TTL, free and clear of
      all liens, pledges, encumbrances, charges, restrictions, or claims of any
      kind, nature, or description, all issued and outstanding shares of common
      stock and any rights, warrants, programs or agreements for the purchase of
      common and/or preferred stock of IHC (the "IHC Share Rights") held by
      IHC's existing Stockholders or in light of any rights, warrants, programs
      or agreement for the purchase of common and/or preferred stock, proposed
      IHC shareholders, which shares, rights, warrants, programs and/or
      agreements to purchase IHC stock shall represent all issued and
      outstanding shares of IHC and any and all rights to acquire or obligations
      to sell IHC stock and TTL agrees to acquire such shares and share rights
      on


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      such date by issuing and delivering in exchange therefore aggregate of
      1,203,241 one million, two hundred and three thousand, two hundred and
      forty-one) unregistered shares of TTL common stock, par value $.0.001 per
      share, (the "TTL Common Stock"). Such shares of TTL unregistered Common
      Stock shall be issued according to the number of IHC Share Rights held and
      as set forth opposite the IHC Stockholder's respective names in Exhibit
      "A-1".

1.02  Delivery of Certificates or Rights to acquire by IHC Stockholders. The
      transfer of IHC Share Rights by the IHC Stockholders shall be effected by
      the delivery to TTL at the Closing (as set forth in Section 1.05 hereof)
      of a certificate issued to TTL representing all of the issued and
      outstanding shares of IHC. The transfer of any rights to acquire or
      obligations to sell IHC stock shall be effected in the form of a statement
      provided by IHC setting forth all such rights and/or obligations including
      a statement that there are no other rights to acquire nor obligations to
      sell IHC common and/or preferred stock which are not contained in the
      statement required in fulfillment of this Article 1.02.

1.03  Operation as Wholly-Owned Subsidiary. After giving effect to the
      transaction contemplated hereby, TTL will own all the issued and
      outstanding shares of IHC and IHC shall be merged with TTL.

1.04  Further Assurances . At the Closing and from time to time thereafter, the
      IHC Stockholders shall execute such additional instruments and take such
      other action as TTL may reasonably request without undue cost to the IHC
      Stockholders in order to more effectively sell, transfer, and assign clear
      title and ownership in the IHC Shares to TTL.

1.05  Closing and Parties. The Closing contemplated hereby shall be held at the
      principal office of TTL at Suite 105, 7887 Bryan Dairy Road, Largo,
      Florida on 10:00 a.m. November 30, 1998, or on another date to be agreed
      to in writing by the parties (the "Closing Date"). The Agreement may be
      closed at any time following approval by a majority of the stockholders of
      TTL Common Stock as set forth in Section 4.02 hereof and the IHC
      Stockholders as set forth in Section 5.02. The Closing may be accomplished
      by wire, express mail, overnight courier conference telephone call or as
      otherwise agreed to by the respective parties or their duly authorized
      representatives.

1.06  Closing Events.

      (a)   TTL Deliveries. Subject to fulfillment or waiver of the conditions
            set forth in Article IV, TTL shall deliver to IHC at Closing all the
            following:

            (i)   A certificate of good standing from the secretary of State of
                  Florida, certifying that TTL is in good standing as a
                  corporation in the State of Florida;


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            (ii)  Incumbency and specimen signature certificates dated the
                  Closing Date with respect to the officers of TTL executing
                  this Agreement and any other document delivered pursuant
                  hereto on behalf of TTL;

            (iii) Copies of the resolutions of TTL's board of directors and
                  shareholder minutes or consents authorizing the execution and
                  performance of this Agreement and the contemplated
                  transactions, certified by the secretary or an assistant
                  secretary of TTL as of the Closing Date;

            (iv)  Instructions to TTL's Transfer Agent for the issuance of
                  certificates for 1,203,241 shares of TTL unregistered Common
                  Stock in the names of the IHC Stockholders and in the amounts
                  set forth in Exhibit "A-1" which shall be issued by TTL's
                  transfer agent immediately following Closing or as
                  expeditiously as possible thereafter; and

            (v)   The certificate contemplated by Section 4.03, executed by the
                  chief operating officer of IHC: and

            (vi)  The certificate contemplated by Section 4.04, dated the
                  Closing Date, signed by the chief operating officer of IHC.

            In addition to the above deliveries, TTL shall take all steps and
      actions as IHC and IHC Stockholders may reasonably request or as may
      otherwise be reasonably necessary to consummate the transactions
      contemplated hereby.

      (b)   IHC Deliveries. Subject to fulfillment or waiver of the conditions
            set forth in Article V, IHC and/or IHC Stockholder's shall deliver
            to TTL at Closing all the following:

            (i)   A certificate of good standing from the secretary of state of
                  Florida certifying that IHC is in good standing as a
                  corporation in the State of Florida;

            (ii)  Incumbency and specimen signature certificates dated the
                  Closing Date with respect to the officers of IHC executing
                  this Agreement and any other document delivered pursuant
                  hereto on behalf of IHC;

            (iii) Copies of resolutions of the board of directors and of the
                  stockholders of IHC authorizing the execution and performance
                  of this Agreement and the contemplated transactions, certified
                  by the secretary or an assistant secretary of IHC as of the
                  Closing Date;

            (iv)  The certificate contemplated by Section 5.03, executed by the
                  chief operating officer of IHC; and


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            (v)   The certificate contemplated by Section 5.04, dated the
                  Closing Date, signed by the chief operating officer of IHC.

            In addition to the above deliveries, IHC shall take all steps and
      actions as TTL may reasonably request or as may otherwise be reasonably
      necessary to consummate the transactions contemplated hereby.

1.07  Termination.

      (a)   This Agreement may be terminated by the board of directors of either
            TTL or IHC at any time prior to the Closing Date if:

            (i)   There shall be any actual or threatened action or proceeding
                  before any court or any governmental body which shall seek to
                  restrain, prohibit or invalidate the transactions contemplated
                  by this Agreement and which, in the reasonable judgment of
                  such board of directors, made in good faith and based upon the
                  advice of its' legal counsel, makes it inadvisable to proceed
                  with the transactions contemplated by this Agreement;

            (ii)  Any of the transactions contemplated hereby are disapproved by
                  any regulatory authority whose approval is required to
                  consummate such transactions or in the reasonable judgment of
                  such board of directors made in good faith and based on the
                  advice of counsel, there is substantial likelihood that any
                  such approval will not be obtained or will be obtained only on
                  a condition or conditions which would be unduly burdensome,
                  making it inadvisable to proceed with the exchange;

            In the event of termination pursuant to this paragraph (a) of
      Section 1.07, no obligation, right, or liability shall arise hereunder,
      and each party shall bear all of the expenses incurred by it in connection
      with the negotiation, preparation, and execution of this Agreement and the
      transactions contemplated hereby.

      (b)   This Agreement may be terminated at any time prior to the Closing
            Date by action of the board of directors of TTL if

            (i)   IHC shall fail to comply in any material respect with any of
                  its covenants or agreement contained in this Agreement or if
                  any of the representations or warranties of IHC contained
                  herein shall be inaccurate in any material respect or

            (ii)  TTL determines that there has been or is likely to be any
                  material adverse change in the financial or legal condition of
                  IHC.

                  In the event of termination pursuant to this paragraph (b) of
            this Section 1.07, no obligation, right, remedy, or liability shall
            arise hereunder. All parties shall


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            bear their own costs incurred in connection with the negotiation,
            preparation, and execution of this Agreement and the transactions
            contemplated hereby.

      (c)   This Agreement may be terminated at any time prior to the Closing
            Date by action of the board of directors of IHC if:

            (i)   TTL shall fail to comply in any material respect with any of
                  its covenants or agreement contained in this Agreement or if
                  any of the representations or warranties of TTL contained
                  herein shall be inaccurate in any material respect, or

            (ii)  IHC determines that there has been or is likely to be any
                  adverse change in the financial or legal condition of TTL.

                  In the event of termination pursuant to this paragraph (c) of
            this Section 1.07. no obligation, right, remedy, or liability shall
            arise hereunder. All parties shall each bear their own costs
            incurred in connection with the negotiation, preparation, and
            execution of this Agreement and the transactions contemplated
            hereby.

1.08  Restriction on TTL Common Stock. The unregistered TTL Common Stock will,
      when so issued, be validly issued and outstanding, fully paid and
      non-assessable. Said Common Stock shall be issued as "restricted shares"
      as that term is defined in Rule 144, as amended, and shall bear a legend
      in the following manner:

      THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF BY
      ANY HOLDER TO ANY OTHER PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND UNDER APPLICABLE LAW OF
      THE STATE OR STATES WHERE SOLD, TRANSFERRED OR DISPOSED OF UNLESS SUCH
      SALE, TRANSFER OR DISPOSITION SHALL QUALIFY UNDER AN ALLOWED EXEMPTION TO
      SUCH REGISTRATION. ANY REQUEST FOR THE SALE, TRANSFER OR OTHER DISPOSITION
      OF THESE SHARES SHALL BE ACCOMPANIED BY AN OPINION OF COUNSEL ACCEPTABLE
      TO THIS CORPORATION.

          ARTICLE II- REPRESENTATIONS, COVENANTS, AND WARRANTIES OF TTL

      As an inducement to, and to obtain the reliance of IHC, TTL represents and
warrants as follows:

2.01  Organization. TTL is, and will be on the Closing Date, a corporation duly
      organized, validly existing, and in good standing under the laws of the
      State of Florida and has the corporate power and is and will be duly
      authorized, qualified, franchised, and licensed under all applicable laws,
      regulations, ordinances, and orders of public authorities to own all of
      its properties and assets and to carry on its business in all material
      respects as it is


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      now being conducted, and there are no other jurisdictions in which it is
      not so qualified in which the character and location of the assets owned
      by it or the nature of the material business transacted by it requires
      qualification, except where failure to do so would not have a material
      adverse effect on its business, operations, properties, assets or
      condition. The execution and delivery of this Agreement does not, and the
      consummation of the transactions contemplated by this Agreement in
      accordance with the terms hereof will not, violate any provision of TTL's
      articles of incorporation or bylaws, or other agreement to which it is a
      party or by which it is bound.

2.02  Approval of Agreement. TTL has full power, authority, and legal right and
      has taken, or will taken all action required by law, its articles of
      incorporation, bylaws, and otherwise to execute and deliver this Agreement
      and to consummate the transactions herein contemplated. The board of
      directors of TTL has authorized and approved the execution, delivery, and
      performance of this Agreement and the transactions contemplated hereby;
      subject to the approval of the TTL stockholders and compliance with state
      and federal corporate and securities laws.

2.03  Capitalization The authorized capitalization of TTL consists of 50,000,000
      shares of common stock, $0.001 par value, of which 18,064,383 shares are
      issued and outstanding. All issued and outstanding shares of TTL are
      legally issued, fully paid, and non-assessable and are not issued in
      violation of the preemptive or other right of any person. There are no
      dividends or other amounts due or payable with respect to any of the
      shares of capital stock of TTL.

2.04  Financial Statements.

      (a)   Included in Schedule 2.04 are the financial statements which were
            filed by TTL in connection with TTL's Form 10-SB, as well as
            quarterly audited financial statements for the periods ending March
            31, 1998, June 30, 1998 and September 30, 1998 (collectively
            "10Qs"), which financial statements have been duly filed with the
            Securities and Exchange Commission ("SEC") as required by the 1934
            Act.

      (b)   The financial statements of TTL delivered pursuant to Section
            2.04(a) have been prepared in accordance with generally accepted
            accounting principles consistently applied throughout the periods
            involved as explained in the notes to such financial statements. The
            TLL financial statements present fairly, in all material respects as
            of their respective dates, the financial position of TTL. TTL did
            not have, as of the date of any such financial statements, except as
            and to the extent reflected or reserved against therein, any
            liabilities or obligations (absolute or contingent) which should be
            reflected therein in accordance with generally accepted accounting
            principles, and all assets reflected therein present fairly the
            assets of TTL in accordance with generally accepted accounting
            principles.


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      (c)   TTL has filed or will file as of the Closing Date all tax returns
            required to be filed by it from inception to the Closing Date. All
            such returns and reports are accurate and correct in all material
            respect. TTL has no material liabilities with respect to the payment
            of any federal, state, county, local, or other taxes (including any
            deficiencies, interest, or penalties) accrued for or applicable to
            the period ended on the date of the most recent balance sheet of
            TTL, except to the extent reflected on such balance sheet and all
            such dates and years and periods prior thereto and for which TTL may
            at said date have been liable in its own right or as transferee of
            the assets of, or as successor to, any other corporation or entity,
            except for taxes accrued but not yet due and payable, and to the
            best knowledge of TTL, no deficiency assessment or proposed
            adjustment of any such tax return is pending, proposed or
            contemplated. To the best knowledge of TTL, none of such income tax
            returns has been examined or is currently being examined by the
            Internal Revenue Service and no deficiency assessment or proposed
            adjustment of any such return is pending, proposed or contemplated.
            TTL has not made any election pursuant to the provisions of any
            applicable tax laws (other than elections that relate solely to
            methods of accounting, depreciation, or amortization) that would
            have a material adverse affect on its financial condition, its
            business as presently conducted or proposed to be conducted, or any
            of its respective properties or material assets. There are no
            outstanding agreements or waivers extending the statutory period of
            limitation applicable to any tax return of TTL.

2.05  Outstanding Warrants and Options. TTL has no existing warrants or options,
      calls, or commitments of any nature relating to the authorized and
      unissued TTL Common Stock, except as disclosed in documents which are
      publicly filed or otherwise by TTL.

2.06  Information. The information concerning TTL set forth in this Agreement is
      complete and accurate in all material respects and does not contain any
      untrue statement of a material fact or omit to state a material fact
      required to make the statements made, in light of the circumstances under
      which they were made, not misleading.

2.07  Absence of Certain Changes or Events. Except as set forth in this
      Agreement or the schedules hereto: since the date of the most recent TTL
      balance sheet described in Section 2.04 and included in the information
      referred to in Section 2.06:

      (a)   There has not been (i) any material adverse change in the business,
            operations, properties, level of inventory, assets, or financial
            condition of TTL or (ii) any damage, destruction, or loss to TTL
            (whether or not covered by insurance) materially and adversely
            affecting the business, operations, properties, assets, or
            conditions or;

      (b)   To the best knowledge of TTL, it has not become subject to any law
            or regulation which materially and adversely affects, or in the
            future would be reasonably expected to adversely affect, the
            business, operations,. properties, assets, or condition of TTL.


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2.08  Litigation and Proceedings. . There are no material actions, suits, or
      administrative or other proceedings pending or, to the knowledge of TTL,
      threatened by or against TTL or adversely affecting TTL or its properties,
      at law or in equity, before any court or other governmental agency or
      instrumentality, domestic or foreign, or before an arbitrator of any kind.
      TTL does not have any knowledge of any default on its part with respect to
      any judgment, order, writ, injunction, decree, award, rule, or regulation
      of any court, arbitrator, or governmental agency or instrumentality.

2.09  Compliance With Laws and Regulations. TTL has complied with all applicable
      statutes and regulations of any federal, state, or other governmental
      entity or agency thereof, except to the extent that noncompliance (i)
      could not materially and adversely affect the business, operations,
      properties, assets, or condition of TTL or (ii) could not result in the
      occurrence of any material liability for TTL. To the best knowledge of
      TTL, the consummation of this transaction will comply with all applicable
      statutes and regulations, subject to the preparation and filing of any
      form required by state and federal securities laws.

2.10  Compliance with Securities Laws. TTL has complied with all applicable
      security statutes and regulations. of any federal, state or other
      governmental entity or agency thereof, including the filing of any
      required documents in regards to all sales of TTL Stock. TTL makes the
      additional following securities disclosures as a material inducements to
      IHC to enter into this transaction:

      (a)   TTL's common stock is currently traded on the OTC Bulletin Board
            ("OTC" or "Over-the Counter") and TTL is in compliance with all
            applicable securities rules and regulations regarding the OTC
            trading of its securities; and

      (b)   TTL voluntarily became a reporting company pursuant to section 12(g)
            of the Securities Exchange Act o 1934 by virtue of filing a Form
            10-SB registration statement which was approved by the SEC and is
            currently effective; and

      (c)   TTL has filed for and been approved for a manual filing exemption
            with Standard & Poor's (S&P) for 1998 and to the best of TTL's
            knowledge, its securities have been and are currently trading in
            compliance with applicable federal and state blue sky securities
            laws; and

      (d)   TTL, through its approved market maker(s), has filed a current Form
            211 with the N.A.S.D. pursuant to Rule 15c-211, and has otherwise
            maintained and updated the Form 211 as required by applicable
            securities laws and;

      (e)   TTL has met all current reporting requirements of Rule 12(g) and any
            other applicable securities law and regulation applicable to TTL's
            trading market.


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2.11  Material Contract Defaults. TTL is not in default in any material respect
      under the terms of any outstanding contract, agreement, lease, or other
      commitment which is material to the business, operations, properties,
      assets, or condition of TTL, and there is no event of default or other
      event which, with notice or lapse of time or both, would constitute a
      default in any material respect under any such contract, agreement, lease,
      or other commitment in, respect of which TTL has not taken adequate steps
      to prevent such a default from occurring.

2.12  No Conflict With Other Instruments. The execution of this Agreement and
      the consummation of the, transactions contemplated by this Agreement will
      not result in the breach of any term or provision of, or constitute an
      event of default under, any material indenture, mortgage, deed of trust,
      or other material contract, agreement, or instrument to which TTL is a
      party or to which any of its properties or operations are subject.

2.13  TTL Schedules. TTL has delivered to IHC the following schedules, which are
      collectively referred to as the "TTL Schedules" and which consist of the
      following separate schedules dated as of the date of execution of this
      Agreement, all certified by a duly authorized officer of TTL as complete,
      true, and accurate of the date of this Agreement;

      (a)   A schedule including copies of the articles of incorporation and
            bylaws of TTL in effect as of the date of this agreement;

      (b)   A schedule containing copies of resolutions adopted by the board of
            directors of TTL approving this Agreement and the transactions
            herein contemplated.

      (c)   A schedule setting forth the financial statements required pursuant
            to Section 2.04(a) hereof,

      (d)   A schedule setting forth any other information, together with any
            required copies of documents, required to be disclosed within the
            TTL Schedules by Sections 2.01 through 2.13.

         ARTICLE IV - REPRESENTATIONS, COVENANTS, AND WARRANTIES OF IHC

      As an inducement to, and to obtain the reliance of, TTL, IHC represents
and warrants as follows:

3.01  Organization. IHC is, and will be on the Closing Date, a corporation duly
      organized, validly existing, and in good standing under the laws of the
      State of Florida and has the corporate power and is and will be duly
      authorized, qualified, franchised, and licensed under all applicable laws,
      regulations, ordinances, and orders of public authorities to own all of
      its properties and assets and to carry on its business in all material
      respects as it is now being conducted, and there are no other
      jurisdictions in which it is not so qualified in which the character and
      location of the assets owned by it or the nature of the material


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      business transacted by it requires qualification, except where failure to
      do so would not have a material adverse effect on its business,
      operations, properties, assets or condition of IHC the execution and
      delivery of this Agreement does not, and the consummation of the
      transactions contemplated by this Agreement in accordance with the terms
      hereof will not, violate any provision of IHC's articles of incorporation
      or bylaws, or other material agreement to which it is a party or by which
      it is bound.

3.02  Approval of Agreement. IHC has full power, authority, and legal right and
      has taken, or will take, all action required by law, its articles of
      incorporation, bylaws, or otherwise to execute and deliver this Agreement
      and to consummate the transactions herein contemplated. The board of
      directors of IHC have authorized and approved the execution, delivery, and
      performance of this Agreement and the transactions contemplated hereby;
      subject to the approval of the IHC Stockholders and compliance with state
      and federal corporate and securities laws.

3.03  Capitalization. The authorized capitalization of IHC consists of
      100,000,000 shares of common stock $0.000l par value, of which as of the
      date hereof 8,882,000 shares are issued and outstanding. All issued and
      outstanding shares of IHC are legally issued, fully paid, and
      nonassessable and not issued in violation of the preemptive or other right
      of any person. There are no dividends or other amounts due or payable with
      respect to any of the shares of capital stock of IHC.

3.04  Financial Statements.

      (a)   Included in Schedule 3.04 are the unaudited Balance Sheets of IHC as
            of November 30, 1998 and Statements of Income for the period then
            ended.

      (b)   The financial statements of IHC present fairly, as of their
            respective dates, the financial position of IHC. IHC did not have,
            as of the date of any such balance sheets, except as and to the
            extent reflected or reserved against therein, any liabilities or
            obligations (absolute or contingent) which should be reflected in
            any financial statements or the notes thereto and all assets
            reflected therein present fairly the assets of IHC.

      (c)   IHC has filed or will have filed as of the Closing Date all tax
            returns required to be filed by it from inception to the Closing
            Date. All such returns and reports are accurate and correct in all
            material respect IHC has no material liabilities with respect to the
            payment of any federal, state, county, local, or other taxes
            (including any deficiencies, interest, or penalties) accrued for or
            applicable to the period ended on the date of the most recent
            unaudited balance sheet of IHC, except to the extent reflected on
            such balance sheet and adequately provide for, and all such dates
            and years and periods prior thereto and for which IHC may at said
            date have been liable, its own right or as transferee of the assets
            of, or as successor to, any other corporation or entity, except for
            taxes accrued but not yet due and payable, and to IHC's knowledge no
            deficiency assessment or proposed


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            adjustment of any such tax return is pending, proposed or
            contemplated. Proper and accurate amounts of taxes have been
            withheld by or on behalf of IHC with respect to all material
            compensation paid to employees of IHC for all periods ending on or
            before the date hereof, and all deposits required with respect to
            compensation paid to such employees have been made in complete
            compliance with the provisions of all applicable federal, state, and
            local tax and other laws. To the best of IHC's knowledge, none of
            such income tax returns has been examined or is currently being
            examined by the Internal Revenue Service, and no deficiency
            assessment or proposed adjustment of any such return is pending,
            proposed or contemplated. IHC has not made any election pursuant to
            the provisions of any applicable tax laws (other the elections that
            relate solely to methods of accounting, depreciation, or
            amortization) that would have a material adverse affect on IHC, its
            financial condition, its business as presently conducted or proposed
            to be conducted, or any of its properties or material assets. There
            are no tax liens upon any of the assets of IHC. There are no
            outstanding agreements or waivers extending the statutory period of
            limitation applicable to any tax return of IHC.

3.05  Outstanding Warrants and Options. IHC has no issued warrants or options,
      calls, or commitments of any nature relating to the authorized and
      unissued IHC Common Stock which have not been disclosed herein as a part
      of Article I, item 1.01 hereinabove.

3.06  Information. The information concerning IHC set forth in this Agreement
      and in the schedules delivered by IHC pursuant hereto is complete and
      accurate in all material respects and does not contain any statement of a
      material fact or omit to state a material fact required to make the
      statements made, in light of the circumstances under which they were made,
      not misleading. IHC shall cause the schedules delivered by IHC pursuant
      hereto to TTL hereunder to be updated after the date hereof up to and
      including the Closing Date.

3.07  Absence of Certain Changes or Events. Except as set forth in this
      Agreement since the date of the most recent IHC balance sheet described in
      Section 3.04 and included in the information referred to in Section 3.OC:

      (a)   There has not been (i) any material adverse change in the business,
            operations, properties level of inventory, assets, or condition of
            IHC or (ii) any damage, destruction, or loss to IHC materially
            adversely affecting the business, operations, properties, assets, or
            conditions of IHC; and

      (b)   IHC has not

            (i)   amended its articles of incorporation or bylaws;

            (ii)  declared or made, or agreed to declare or make, any payment of
                  dividends or distributions of any assets of any kind
                  whatsoever to stockholders or


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                  purchased or redeemed, or agreed to purchase or redeem, any of
                  its capital stock;

            (iii) waived any rights of value which in the aggregate are
                  extraordinary and material considering the business of IHC;

            (iv)  made any material change in its method of accounting;

            (v)   entered into any other material transactions other than those
                  contemplated by this Agreement;

            (vi)  made any material accrual or material arrangement for or
                  payment of bonuses or special compensation of any kind or any
                  severance or termination pay to any present or former officer
                  or employee; or

            (vii) made any material increase in any profit-sharing, bonus,
                  deferred compensation, insurance, pension, retirement, or
                  other employee benefit plan, payment, or arrangement made to,
                  for, or with their officers, directors, or employees; and

      (c)   IHC has not

            (i)   granted or agreed to grant any options, warrants, or other
                  rights for its stocks, bonds, or other corporate securities
                  calling for the issuance thereof,

            (ii)  borrowed or agreed to borrow any funds or incurred, or become
                  subject to, any material obligation or liability (absolute or
                  contingent) except liabilities incurred in the ordinary course
                  of business;

            (iii) paid any material obligation or liability (absolute or
                  contingent) other than current liabilities reflected in or
                  shown on the most recent IHC balance sheet and current
                  liabilities incurred since that date in the ordinary course of
                  business;

            (iv)  sold or transferred, or agreed to sell or transfer, any of its
                  material assets, properties, or rights, or agreed to cancel,
                  any material debts or claims;

            (v)   made or permitted any amendment or termination of any
                  contract, agreement, or license to which it is a party if such
                  amendment or termination is material, considering the business
                  of IHC; or

            (vi)  issued, delivered, or agreed to issue or deliver any stock,
                  bonds, or other corporate securities including debentures
                  (whether authorized and unissued or held as treasury stock);
                  and


 JD IHC Initials                       12                       TTL Initials LHT
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<PAGE>   13

      (d)   To the best knowledge of IHC, it has not become subject to any law
            or regulation which materially and adversely affects, or in the
            future would be reasonably expected to adversely affect, the
            business, operations, properties, assets, or condition of IHC.

3.08  Title and Related Matters. Except as provided herein or disclosed in the
      most recent IHC balance sheet of its properties, inventory, interests in
      properties, technology, whether patented or unpatented and assets, which
      are reflected in the most recent IHC balance sheet or acquired after that
      date (except properties, interests in properties, and assets sold or
      otherwise disposed of since such date in the ordinary course of business),
      free and clear of all mortgages, liens, pledges, charges, or encumbrances,
      except (i) statutory liens or claims not yet delinquent, and (ii) such
      imperfections of title and easements as do not, and will not, materially
      detract from or interfere with, the present or proposed use of the
      properties subject thereto or affected thereby or otherwise materially
      impair present business e operations on such properties. To the best
      knowledge of IHC, its technology does not infringe on the copyright,
      patent, trade secret, know-how, or other proprietary right of any other
      person or entity and comprises all such rights necessary to permit the
      operation of the business of IHC as now being conducted or as
      contemplated.

3.09  Litigation and Proceedings. There are no material actions, suits, or
      proceedings pending or, to the knowledge of IHC, threatened by or against
      IHC or adversely affecting IHC, at law or in equity, before any court or
      other governmental agency or instrumentality domestic or foreign, or
      before any arbitrator of any kind IHC does not have any knowledge of any
      default on its part with respect to any judgment, order, writ, injunction
      decree, award, rule, or regulation of any court, arbitrator, or
      governmental agency or instrumentality.

3.10  Material Contract Defaults. IHC is not in default in any material respect
      under the terms of outstanding contract, agreement, lease, or other
      commitment which is material to the business, operations, assets, or
      condition of IHC, and there is no event of default or other event which,
      with notice or lapse of time or both, would constitute a default in any
      material respect under any such contract, agreement, lease, or other
      commitment in respect of which IHC has not taken adequate steps to prevent
      such a default from occurring.

3.11  No Conflict with other Instruments. The execution of this Agreement and
      the consummation of the transactions contemplated by this Agreement will
      not result in the breach of any term or provision or, or constitute an
      event of default under, any material indenture, mortgage, deed of trust,
      or other material contract, agreement, or instrument to which IHC is a
      party or to which any of its properties or operations are subject.

3.12  Governmental Authorizations. IHC has all licenses, franchises, permits,
      and other governmental authorizations that are legally required to enable
      it to conduct its business in all material respects as conducted on the
      date of this Agreement. Except for compliance with federal and state
      securities and corporation laws, as hereinafter


 JD IHC Initials                       13                       TTL Initials LHT
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<PAGE>   14

      provided, no authorization, approval, consent, or order of, or
      registration, declaration, or filing with, any court or other governmental
      body is required in connection with the execution and delivery by IHC of
      this Agreement and the consummation by IHC of the transactions
      contemplated hereby.

3.13  Compliance With Laws and Regulations. IHC has complied with all applicable
      statutes and regulations of any federal, state, or other governmental
      entity or agency thereof, except to the extent that noncompliance would
      not materially and adversely affect the business, operations, properties,
      assets, or condition of IHC or except to the extent that noncompliance
      would not result in the occurrence of any material liability for IHC. To
      the best knowledge of IHC, the consummation of this transaction will
      comply with all applicable statutes and regulations, subject to the
      preparation and filing of any forms required by state and federal security
      laws.

3.14  Subsidiary. IHC does not own, beneficially or of record, any equity
      securities in any other entity.

3.15  IHC Schedules. IHC has delivered to TTL the following schedules, which are
      collectively referred to as the "IHC Schedules" and which consist of the
      following separate schedules dated as of the date of execution of this
      Agreement, and instruments as of such date, all certified by the chief
      executive officer of IHC as complete, true, and accurate:

      (a)   A schedule including copies of the articles of incorporation and
            bylaws of IHC and all amendments thereto in effect as of the date of
            this Agreement;

      (b)   A schedule containing copies of resolutions adopted by the board of
            directors of IHC approving this Agreement and the transactions
            herein contemplated as referred to in Section 3.02:

      (c)   A Schedule setting forth a description of any material adverse
            change in the business, operations, property, inventory, assets, or
            condition of IHC since the most recent IHC balance sheet, required
            to be provided pursuant to Section 3.04 hereof,

      (d)   A schedule setting forth the financial statements required pursuant
            to Section 3.01al hereof,

      (e)   A schedule setting forth any other information, together with any
            required copies of documents, required to be disclosed in the IHC
            Schedules by Sections 3.01 through 3.14.

            IHC shall cause the IHC Schedules and the instruments delivered
      to TTL hereunder to be updated after the date hereof up to and including a
      specified date not more than three business days prior to the Closing
      Date. Such updated IHC Schedules, certified in


 JD IHC Initials                       14                       TTL Initials LHT
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<PAGE>   15

      the same manner as the original IHC Schedules, shall be delivered prior to
      and as a condition precedent to the obligation of TTL to close.

             ARTICLE IV - CONDITIONS PRECEDENT TO OBLIGATIONS OF IHC

      The obligations of IHC under this Agreement are subject to the
satisfaction, at or before the Closing Date, of the following conditions.

4.01  Shareholder Approval. TTL shall obtain the written consent of a majority
      of its stockholders to approve the transactions contemplated by this
      Agreement, including the acquisition of IHC through the issuance of TTL
      common stock for all of the issued and outstanding Shares. Said written
      consent shall be provided to IHC at closing.

4.02  Accuracy of Representations. The representations and warranties made by
      TTL in this Agreement were true when made and shall be true at the Closing
      Date with the same force and affect as if such representations and
      warranties were made at and as of the Closing Date (except for changes
      therein permitted by this Agreement), and TTL shall have performed or
      complied with all covenants and conditions required by this Agreement to
      be performed or complied with by TTL prior to or at the Closing. IHC shall
      be furnished with certificates, signed by duly authorized officers of TTL
      and dated the Closing Date, to the foregoing effect.

4.03  Officer's Certificates. IHC shall have been furnished with certificates
      dated the Closing Date and signed by the duly authorized chief executive
      officer of TTL to the effect that to such officers best knowledge no
      litigation, proceeding, investigation, or inquiry is pending or, to the
      best knowledge of TTL threatened, which might result in an action to
      enjoin or prevent the consummation of the transactions contemplated by
      this Agreement Furthermore, based on certificates of good standing,
      representations of government agencies, and TTL's own documents and
      information, the certificate shall represent, to the best knowledge of the
      officer, that:

      (a)   This Agreement has been duly approved by TTL's board of directors
            and stockholders and has been duly executed and delivered in the
            name and on behalf of and by its duly authorized officers pursuant
            to, and in compliance with, authority granted by the board of
            directors of TTL pursuant to a unanimous consent;

      (b)   There have been no material adverse changes in TTL up to and
            including the date of the certificate;

      (c)   All conditions required by this Agreement have been met, satisfied,
            or performed by TTL;

      (d)   All authorizations, consents, approvals, registrations, and/or
            filings with any governmental body agency, or court required in
            connection with the execution


 JD IHC Initials                       15                       TTL Initials LHT
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<PAGE>   16

            and delivery of the documents by TTL have been obtained and are in
            full force and effect or, if not required to have been obtained,
            will be in full force and effect by such time as may be required;
            and

      (e)   There is no material action, suit, proceeding, inquiry, or
            investigation at law or in equity by any public board or body
            pending or threatened against TTL, wherein an unfavorable decision,
            ruling, or finding could have an adverse effect on the financial
            condition of TTL, the operation of TTL, or the acquisition and
            reorganization contemplated herein, or any agreement or instrument
            by which TTL is bound or in any way contests the existence of TTL.

4.04  No Material Adverse Change. Prior to the Closing Date. There shall not
      have occurred any material adverse change in the financial condition,
      business, or operations of TTL, nor shall any event have occurred which,
      with the lapse of time or the giving of notice, may' cause or create any
      material adverse change in the financial condition, business, or
      operations of TTL.

4.05  Good Standing. IHC shall have received a certificate of good standing from
      the secretary of the State of Florida, certifying that TTL is in good
      standing as a corporation in the State of Florida.

4.06  Other Items. IHC shall have received such further documents, certificates,
      or instruments relating to the transactions contemplated hereby as IHC may
      reasonably request.

             ARTICLE V - CONDITIONS PRECEDENT TO OBLIGATIONS OF TTL

      The obligations of TTL under this Agreement are subject to the
satisfaction, at or before the Closing Date, of the following conditions.

5.01  Shareholder Approval. IHC shall obtain through a majority written consent
      of its stockholders authorization and approval for this Agreement and the
      transactions contemplated hereby.

5.02  IHC Stockholders. Holders of all of the issued and outstanding IHC Shares
      or rights to acquire IHC Shares shall agree to this Agreement and the
      exchange of shares contemplated by this Agreement.

5.03  Accuracy of Representations. The representations and warranties made by
      IHC and the IHC Stockholders in this Agreement were correct when made and
      shall be true at the Closing Date with the same force and affect as if
      such representations and warranties were made at and as of the Closing
      Date (except for changes therein permitted by this Agreement), and IHC
      shall have performed or compiled with all covenants and conditions
      required by this Agreement to be performed or complied with by IHC prior
      to


 JD IHC Initials                       16                       TTL Initials LHT
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<PAGE>   17

      or at the Closing. TTL shall be furnished with a certificate, signed by a
      duly authorized officer of IHC and dated the Closing Date, to the
      foregoing effect.

5.04  Officer's Certificates. TTL shall have been furnished with certificates
      dated the Closing Date and signed by the duly authorized chief operating
      officer of IHC to the effect that no litigation, proceeding,
      investigation, or inquiry is pending or, to the best knowledge of IHC,
      threatened, which might result in an action to enjoin or prevent the
      consummation of the transactions contemplated by this Agreement.
      Furthermore, based on certificates of good standing, representations of
      government agencies, and IHC's own documents, the certificate shall
      represent, to the best knowledge of the officer, that:

      (a)   This Agreement has been duly approved by IHC's board of directors
            and stockholders and has been duly executed and delivered in the
            name and on behalf of IHC by its duly authorized officers pursuant
            to, and in compliance with, authority granted by the board of
            directors of IHC pursuant to a unanimous consent of its board of
            directors and a majority consent of its stockholders or any holders
            of rights to acquire IHC stock;

      (b)   Except as provided or permitted herein, there have been no material
            adverse changes in IHC up to and including the date of the
            certificate;

      (c)   All authorizations, consents, approvals, registrations, and/or
            filing with any governmental, body, agency, or court required in
            connection with the execution and delivery of the documents by IHC
            have been obtained and are in full force and effect or, if not
            required to have been obtained will be in full force and effect by
            such time as may be required; and

      (d)   There is no material action, suit, proceeding, inquiry, or
            investigation at law or in equity by any public board or body
            pending or threatened against IHC, wherein an unfavorable decision,
            ruling, or finding would have an adverse affect on the financial
            condition of IHC, the operation of IHC, or the acquisition
            contemplated herein, or any material agreement or instrument by
            which IHC is bound or would in any way contest the existence of IHC.

5.05  No Material Adverse Change. Prior to the Closing Date, there shall not
      have occurred any material adverse change in the financial condition,
      business or operations of IHC, nor shall any event have occurred which,
      with the lapse of time or the giving of notice, may cause of create any
      material adverse change in the financial condition business, or operations
      of IHC.

5.06  Good Standing. TTL shall have received a certificate of good standing from
      the appropriate authority in the State of Florida certifying that IHC is
      in good standing as a corporation in the State of Florida.


 JD IHC Initials                       17                       TTL Initials LHT
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<PAGE>   18

5.07  Other Items. TTL shall have received such further documents certificates
      or instruments relating to the transactions contemplated hereby as TTL,
      may reasonably request.

                          ARTICLE VI - SPECIAL COVENANTS

6.01  Indemnification by IHC. IHC will indemnify and hold harmless TTL and its
      directors and Officers, and each person, if any, who controls within the
      meaning of the Securities Act, from and against any' and all losses,
      claims, damages, expenses, liabilities, or actions to which any of them
      may become subject under applicable law (including the Securities Act and
      the Securities Exchange Act) and will reimburse them for any legal or
      other expenses reasonably incurred by them in connection with
      investigating or defending any claims or actions, whether or not resulting
      in liability, insofar as such losses, claims, damages, expenses,
      liabilities, or actions arise out of or are based upon any untrue
      statement or alleged untrue statement of material fact contained in any
      application or statement file with a governmental body or arising out of
      or are based upon the omission or alleged omission to state therein a
      material fact required to be stated therein, or necessary in order to make
      the statements therein not misleading, but only insofar as any such
      statement or omission was made in reliance upon and in conformity with
      information furnished in writing by IHC expressly for use therein. The
      indemnity agreement shall remain in full force and effect, regardless of
      any investigation made by or on behalf of TTL and shall survive
      consummation of the transactions contemplated by this Agreement for a
      period of one year.

6.02  Indemnification by TTL. TTL will indemnify and hold harmless IHC and the
      directors and Officers, and each person, if any, of IHC who controls
      within the meaning of the Securities Act, from and against any and all
      losses, claims, damages, expenses, liabilities, or actions to which any of
      them may become subject under applicable law (including the Securities Act
      and the Securities Exchange Act) and will reimburse them for any legal or
      other expenses reasonably incurred by them in connection with
      investigating or defending any claims or actions, whether or not resulting
      in liability, insofar as such losses, claims, damages, expenses,
      liabilities, or actions arise out of or are based upon any untrue
      statement or alleged untrue statement of material fact contained in any
      application or statement file with a governmental body or arising out of
      or are based upon the omission or alleged omission to state therein a
      material: fact required to be stated therein, or necessary in order to
      make the statements therein not misleading, but only insofar as any such
      statement or omission was made in reliance upon and in conformity with
      information furnished in writing by TTL expressly for use therein. The
      indemnity agreement shall remain in full force and effect, regardless of
      any investigation made by or on behalf of IHC and shall survive
      consummation of the transactions contemplated by this Agreement for a
      period of one year.

6.03  The Acquisition of TTL Common Stock. TTL and IHC understand and agree that
      the consummation of this Agreement including the issuance of the TTL
      Common Stock to IHC in exchange for the IHC Shares as contemplated hereby,
      constitutes the offer and sale of securities under the Securities Act and
      applicable state statutes. TTL and IHC


 JD IHC Initials                       18                       TTL Initials LHT
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<PAGE>   19

      agree that such transactions shall be consummated in reliance on
      exemptions from the registration and prospectus delivery requirements of
      such statutes which depend, among other items, on the circumstances under
      which such securities are acquired.

      (a)   In order to provide documentation for reliance upon exemptions from
            the registration and prospectus delivery requirements for such
            transactions, the signing of this Agreement and the delivery of
            appropriate separate representations shall constitute the parties
            acceptance of, and concurrence in, the following representations in
            that

            (i)   The IHC Stockholders acknowledge that neither the SEC nor the
                  securities commission of any state or other federal agency has
                  made any determination as to the merits of acquiring TTL
                  Common Stock, and that this transaction involves certain
                  risks.

            (ii)  IHC Shareholders have such knowledge and experience in
                  business and financial matters that they are capable of
                  evaluating such business risks.

            (iii) All information which the IHC Stockholders have provided to
                  TTL or the representatives concerning their suitability and
                  intent to hold shares in TTL following the transactions
                  contemplated hereby is complete accurate and correct.

            (iv)  The IHC Stockholders understand that the TTL Common Stock has
                  not been registered but is being acquired by reason of a
                  specific exemption under the Securities Act as well as under
                  certain state statutes for transactions not involving any
                  public offering and that any disposition of the subject TTL
                  Common Stock: may, under certain circumstances, be
                  inconsistent with this exemption and may make IHC or TTL an
                  underwriter within the meaning of the Securities Act. It is
                  understood that the definition of "underwriter" focuses upon
                  the concept of "distribution" and that any subsequent
                  disposition of the subject TTL Common Stock can only be
                  effected in transactions which are not considered
                  distributions. Generally, the term "distribution" is
                  considered synonymous with "public offering" or any other
                  offer or sale involving general solicitation or general
                  advertising. Under present law, in determining whether a
                  distribution occurs when securities are sold into the public
                  market, under certain circumstances one must consider the
                  availability of public information regarding the issuer, a
                  holding period for the securities sufficient to assure that
                  the persons desiring to sell the securities without
                  registration first bear the economic risk of their investment,
                  and a limitation on the number of securities which the
                  stockholder is permitted to sell and on the manner of sale,
                  thereby reducing the potential impact of the sale on the
                  trading markets. These criteria are set forth specifically in
                  rule 144 promulgated under the Securities Act, and, one year
                  after the date


 JD IHC Initials                       19                       TTL Initials LHT
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<PAGE>   20

                  the TTL Common Stock or IHC Shares are fully paid for, as
                  calculated in accordance with rule 144(d) sales of securities
                  in reliance upon rule 144 can only be made in limited amounts
                  in accordance with the terms and conditions of that Rule and
                  after two years from the date the securities are fully paid
                  for, as calculated in accordance with rule 144(d) may
                  generally be sold without meeting those conditions, provided
                  the holder is not (and has not been for the preceding three
                  months) an affiliate of the issuer.;

            (v)   The IHC Stockholders acknowledge that the shares of TTL Common
                  Stock must be held and may not be sold, transferred, or
                  otherwise disposed of for value unless they are subsequently
                  registered under the Securities Act or an exemption from such
                  registration is available. TTL is not under any obligation to
                  register the TTL Common Stock under the Securities Act. If
                  rule 144 is available after one year and prior to two years
                  following the date the shares are fully paid for, only routine
                  sales of such TTL Common Stock in limited amounts can be made
                  in reliance upon rule 144 in accordance with the terms and
                  conditions of that rule TTL is not under any obligation to
                  make rule 144 available except as set forth in this Agreement
                  and in the event rule 144 is not available, compliance with
                  Regulation A or some other disclosure exemption may be
                  required before IHC Stockholders can sell, transfer, or
                  otherwise dispose of such TTL Common Stock without
                  registration under the Securities Act. Subject to compliance
                  with federal and state securities laws, TTL's registrar and
                  transfer agent will maintain a stop transfer order against the
                  registration or transfer of the TTL Common Stock held by IHC;
                  Stockholders and the certificates representing the TTL Common
                  Stock will bear a legend in substantially the form hereinabove
                  set forth so restricting the sale of such securities:

            (vi)  TTL. will require IHC Stockholder to provide an opinion of
                  counsel reasonably acceptable to TTL stating that the transfer
                  is proper. TTL agrees to provide IHC with assistance and
                  cooperation in good faith when IHC seeks to sell any shares
                  which are free from restrictions or exempt therefrom

      (b)   In connection with the transactions contemplated by this Agreement,
            TTL shall file with the assistance of its legal counsel, such
            notices, applications, reports, or other instruments as may be
            deemed by it to be necessary or appropriate in an effort to document
            reliance on such exemptions, and with the appropriate regulatory
            authority in the states where the IHC Stockholders reside unless an
            exemption requiring no filing is available in such jurisdictions,
            all to the extent and in the manner as may' be deemed by TTL to be
            appropriate.

      (c)   The IHC Stockholders acknowledge that the basis for relying on
            exemptions from registration or qualifications are factual,
            depending on the conduct of the various


 JD IHC Initials                       20                       TTL Initials LHT
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<PAGE>   21

            parties, and that no legal opinion or other assurance will be
            required or given to the effect that the transactions contemplated
            hereby are in fact exempt from registration or qualification.

6.04  Securities Filings. TTL shall be responsible for the preparation and
      filing of any required forms, or documents, deemed necessary by TTL and
      its legal counsel, with the Securities and Exchange Commission and in
      jurisdictions which would require a filing with a governmental agency as a
      result of the transactions contemplated in this Agreement.

6.05  Sales of Securities Under Rule 144 if Applicable.

      (a)   TTL will use its best efforts to at all times satisfy the current
            public information requirements of rule 144 promulgated under the
            Securities Act so that its stockholders can sell restricted
            securities that have been held for one year or more or such other
            restricted period as required by rule 144 as it is from time to time
            amended.

      (b)   Upon being informed in writing by any person holding restricted
            stock of TTL as of the date of this Agreement that such person
            intends to sell any shares under rule 144 promulgated under the
            Securities Act (including any rule adopted in substitution or
            replacement thereof), TTL will certify in writing to such person
            that it is in compliance with rule 144 current public information
            requirements to enable such person to sell such person's restricted
            stock under rule 144, as may be applicable under the circumstances.

      (c)   If any certificate representing any such restricted stock is
            presented to TTL's transfer agent for registration or transfer in
            connection with any sales theretofore made under rule 144, provided
            such certificate is duly endorsed for transfer by the appropriate
            person(s) or accompanied by a separate stock power duly executed by
            the appropriate person(s) in each case with reasonable assurances
            that such endorsements are genuine and effective, and is accompanied
            by an opinion of counsel satisfactory to TTL and its counsel that
            such transfer has complied with the requirements of rule 144, as the
            case may be, TTL will use its best efforts to cooperate with the
            shareholder and/or transfer agent with the registration or transfer
            in connection with any sales made under rule 144.

                           ARTICLE VII - MISCELLANEOUS

      The covenants set forth in this section shall survive the Closing Date and
the consummation of the transactions herein contemplated.

7.01  Brokers. TTL and IHC agree that there were no finders or brokers involved
      in bringing the parties together or who were instrumental in the
      negotiation, execution, or consummation of this Agreement. Further, TTL
      and IHC each agree to indemnify the other against any claim by any third
      person for any commission, brokerage, or finder's


 JD IHC Initials                       21                       TTL Initials LHT
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<PAGE>   22

      fee or other payment with respect to this Agreement or the transactions
      contemplated hereby based on any alleged agreement or understanding
      between such party and such third person whether express or implied, from
      the actions of such party.

7.02  No Representation Regarding Tax Treatment. No representation or warranty
      is being made by any party to any other regarding the treatment of this
      transaction for federal or state income taxation. Each party has relied
      exclusively on its own legal, accounting, and other tax adviser regarding
      the treatment of this transaction for federal and state income taxes and
      on no representation warranty, or assurance from any other party or such
      other party's legal, accounting, or other adviser.

7.03  Governing Law. This Agreement shall be governed by, enforced and construed
      under and in accordance with the laws of the State of Florida.

7.04  Notices. Any notices or other communications required or permitted
      hereunder shall be sufficiently given if personally delivered, if sent by
      facsimile or telecopy transmission or other electronic communication
      confirmed by registered or certified mail, postage prepaid, or if sent by
      prepaid overnight courier addressed as follows:

       If to TTL at 7887 Bryan Dairy Road, Suite 105, Largo, Florida 33777

       If to IHC at 7887 Bryan Dairy Road, Suite 105, Largo, Florida 33777

            or such other addresses as shall be furnished in writing by any
      party any such notice or communication shall be deemed to have been given
      as of the date so delivered or sent by facsimile or telecopy transmission
      or other electronic communication, or one day after the date so sent by
      overnight courier.

7.05  Attorney Fees. In the event that any party institutes any action or suit
      to enforce this Agreement or to secure relief from any default hereunder
      or breach hereof, the breaching party or parties shall reimburse the
      nonbreaching party or parties for all costs, including reasonable
      attorneys' fees, incurred in connection therewith and in enforcing or
      collecting any judgment rendered therein.

7.06  Schedules Knowledge. Whenever in any section of this Agreement reference
      is made to information set forth in the schedules provided by TTL or IHC,
      such reference is to information specifically set forth in such schedules
      and clearly marked to identify the section of this Agreement to which the
      information relates. Whenever any, representation is made to the
      "knowledge" of any party, it shall be deemed to be a representation that
      no officer or director of such party, after reasonable investigation, has
      any knowledge of such matters.

7.07  Entire Agreement. This Agreement represents the entire agreement between
      the parties relating to the subject matter hereof. All previous agreements
      between the parties, whether written or oral, have been merged into this
      Agreement. This Agreement alone


 JD IHC Initials                       22                       TTL Initials LHT
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<PAGE>   23

      fully and completely expresses the agreement of the parties relating to
      the subject matter hereof. There are no other courses of dealing,
      understandings, agreements, representations, or warranties, written or
      oral, except as set forth herein.

7.08  Survival of Termination. The representations, warranties, and covenants of
      the respective parties shall survive the Closing Date and the consummation
      of the transactions herein contemplated for a period of six months from
      the Closing Date, unless otherwise provided herein.

7.09  Counterparts. This Agreement may be executed in multiple counterparts,
      each of which shall be deemed an original and all of which taken together
      shall be but a single instrument.

7.10  Amendment or Waiver. Every right and remedy provided herein shall be
      cumulative with every other right and remedy, whether conferred herein, at
      law, or in equity, and such remedies may be enforced concurrently, and no
      waiver by any party of the performance of any obligation by the other
      shall be construed as a waiver of the same or any other default then,
      theretofore, or thereafter occurring or existing. At any time prior to the
      Closing Date, this Agreement may be amended by a writing signed by all
      parties hereto, with respect to any of the terms contained herein and any
      term or condition of this Agreement may be waived or the time for
      performance thereof may be extended by a writing signed by the party or
      parties for whose benefit the provision is intended.

      IN WITNESS WHEREOF, the corporate parties hereto have caused this
Agreement to be executed by their respective officers, hereunto duly authorized,
as of the date first above written.

TOUPS TECHNOLOGY                             INTERSOURCE HEALTHCARE, INC.
LICENSING, INC.


By: /s/ Leon H. Toups                        By: /s/ James Doulgeris
   -------------------------------              --------------------------------
   Leon H. Toups                                James Doulgeris
   Chief Executive Officer                      Chief Executive Officer
   Chairman of the Board                        Director

Executed November 30, 1998


 JD IHC Initials                       23                       TTL Initials LHT
---                                                                          ---
<PAGE>   24

                                    Exhibit A

InterSource Health Care, Inc.
Shareholder Register

                                                .113:1        1:1
Shareholder                                  IHC Shares   PPM Shares  TTL Shares
James Doulgeris                               2,440,000                  275,720
Leon H. Toups                                 2,360,000                  266,680
Michael P. Toups                              1,180,000                  133,340
Mark Clancy                                   1,180,000                  133,340
Kirk Cianciolo                                  400,000                   45,200
Chunyang Jiang                                  250,000                   28,250
John Sliwoski                                   212,000                   23,956
Nicholas J. Sears                               200,000                   22,600
Robert Barnes                                   100,000                   11,300
Greg Jewell                                      50,000                    5,650
Leslie D. Reagin, III                            50,000                    5,650
Errol J. & Stella W. Lasseigne Living Trust      50,000                    5,650
George J. Doulgeris                              40,000                    4,520
John N. Doulgeris                                25,000                    2,825
Steven Levin                                     25,000                    2,825
Lester Sturtridge                                25,000                    2,825
Jeffrey Weatherbee                               20,000                    2,260
Michele Goldstein                                20,000                    2,260
Patricia Grove                                   20,000                    2,260
Mary Slaughter                                   10,000                    1,130
Stephen R. Wood and Diane M. Wood                             30,000      30,000
Michael W. Cianciolo                                          30,000      30,000
Virgil Todd & Theresa Todd, Joint Tenant with
  Right of Survivorship                                       30,000      30,000
Mark S. & Ellen Stern as Tenants by the Entirety              30,000      30,000
Mark S. and Ellen Stern Irrevocable Childrens
 Trust for: (1/3) Elliot Benjamin Stern, (1/3)
 Lennie Beth Stern, (1/3) Zachary Adam Stern                  15,000      15,000
Robert Kudelko                                                15,000      15,000
Revocable Living Trust of Todd & Katherine Sider              15,000      15,000
Gregory S. Ayers                                              15,000      15,000
Carla J. Patteri, Trustee, U.T.A., DTD. 3-3-98                15,000      15,000
George T. Fritze & Carole J. Fritze                           15,000      15,000
Kevin S. Rowe                                                 15,000      15,000

Total                                         8,657,000      225,000
Total InterSource                             8,882,000   Total TTL    1,203,241


<PAGE>   25

                                    Exhibit A

InterSource Health Care, Inc.
Shareholder Register

                                                .113:1        1:1
Shareholder                                  IHC Shares   PPM Shares  TTL Shares
James Doulgeris                               2,440,000                  275,720
Leon H. Toups                                 2,360,000                  266,680
Michael P. Toups                              1,180,000                  133,340
Mark Clancy                                   1,180,000                  133,340
Kirk Cianciolo                                  400,000                   45,200
Chunyang Jiang                                  250,000                   28,250
John Sliwoski                                   212,000                   23,956
Nicholas J. Sears                               200,000                   22,600
Robert Barnes                                   100,000                   11,300
Greg Jewell                                      50,000                    5,650
Leslie D. Reagin, III                            50,000                    5,650
Errol J. & Stella W. Lasseigne Living Trust      50,000                    5,650
George J. Doulgeris                              40,000                    4,520
John N. Doulgeris                                25,000                    2,825
Steven Levin                                     25,000                    2,825
Lester Sturtridge                                25,000                    2,825
Jeffrey Weatherbee                               20,000                    2,260
Michele Goldstein                                20,000                    2,260
Patricia Grove                                   20,000                    2,260
Mary Slaughter                                   10,000                    1,130
Stephen R. Wood and Diane M. Wood                             30,000      30,000
Michael W. Cianciolo                                          30,000      30,000
Virgil Todd & Theresa Todd, Joint Tenant with
  Right of Survivorship                                       30,000      30,000
Mark S. & Ellen Stern as Tenants by the Entirety              30,000      30,000
Mark S. and Ellen Stern Irrevocable Childrens
 Trust for: (1/3) Elliot Benjamin Stern, (1/3)
 Lennie Beth Stern, (1/3) Zachary Adam Stern                  15,000      15,000
Robert Kudelko                                                15,000      15,000
Revocable Living Trust of Todd & Katherine Sider              15,000      15,000
Gregory S. Ayers                                              15,000      15,000
Carla J. Patteri, Trustee, U.T.A., DTD. 3-3-98                15,000      15,000
George T. Fritze & Carole J. Fritze                           15,000      15,000
Kevin S. Rowe                                                 15,000      15,000

Total                                         8,657,000      225,000
Total InterSource                             8,882,000   Total TTL    1,203,241


<PAGE>   26

                                Exhibit A to the

                   Exchange of Share Agreement by and between

       Toups Technology Licensing, Inc. and InterSource Health Care, Inc.

InterSource Health Care, Inc.
Shareholder Register

                                                .113:1        1:1
Shareholder                                  IHC Shares   PPM Shares  TTL Shares
                        James Doulgeris       2,440,000                  275,720
                          Leon H. Toups       2,360,000                  266,680
                       Michael P. Toups       1,180,000                  133,340
                            Mark Clancy       1,180,000                  133,340
                         Kirk Cianciolo         400,000                   45,200
                         Chunyang Jiang         250,000                   28,250
                          John Sliwoski         212,000                   23,956
                      Nicholas J. Sears         200,000                   22,600
                          Robert Barnes         100,000                   11,300
                            Greg Jewell          50,000                    5,650
                  Leslie D. Reagin, III          50,000                    5,650
  Errol J. & Stella W. Lasseigne Living          50,000                    5,650
                                  Trust
                    George J. Doulgeris          40,000                    4,520
                      John N. Doulgeris          25,000                    2,825
                           Steven Levin          25,000                    2,825
                      Lester Sturtridge          25,000                    2,825
                     Jeffrey Weatherbee          20,000                    2,260
                      Michele Goldstein          20,000                    2,260
                         Patricia Grove          20,000                    2,260
                         Mary Slaughter          10,000                    1,130
      Stephen R. Wood and Diane M. Wood                       30,000      30,000
                   Michael W. Cianciolo                       30,000      30,000
      Virgil Todd & Theresa Todd, Joint
                            Tenant with
                  Right of Survivorship                       30,000      30,000
    Mark S. & Ellen Stern as Tenants by                       30,000      30,000
                           the Entirety
    Mark S. and Ellen Stern Irrevocable
                             Children's
Trust for: (1/3) Elliot Benjamin Stern,
          (1/3)             Lennie Beth
        Stern, (1/3) Zachary Adam Stern                       15,000      15,000
                         Robert Kudelko                       15,000      15,000
       Revocable Living Trust of Todd &                       15,000      15,000
                        Katherine Sider
                       Gregory S. Ayers                       15,000      15,000

<PAGE>   27

Carla J. Patteri, Trustee, U.T.A., DTD.                       15,000      15,000
                                 3-3-98
    George T. Fritze & Carole J. Fritze                       15,000      15,000
                          Kevin S. Rowe                       15,000      15,000

                                  Total       8,657,000      225,000
                      Total InterSource       8,882,000   Total TTL    1,203,241

<PAGE>   28

                          INTERSOURCE HEALTH CARE, INC.

                            STATEMENTS OF OPERATIONS
         For the eleven-month period ended November 30, 1998 (Unaudited)

                                                       (Unaudited)
                                                      Eleven-Month
                                                      Period ended
                                                        November
                                                          1998
                                                       ----------
Sales                                                  $2,438,158

Cost of Goods Sold                                        658,778
                                                       ----------

Gross Income from Operations                            1,779,380
                                                       ----------

Expenses:
 Salaries                                                 434,149
 Consulting Fees                                           61,392
 Other Operating Costs                                    191,208
                                                       ----------

  Total Expenses                                          686,749
                                                       ----------

Net income (loss) from operations                       1,092,631
                                                       ----------

Other Income:
Other Income                                              128,712
Interest Income                                               165
                                                       ----------
                                                          128,877

Other Expenses:
Interest Expense                                            7,447
                                                       ----------

Net Income (Loss)                                      $1,214,061
                                                       ==========

Weighted average number of
   shares outstanding                                   8,882,000

Net income per share                                   $   0.1367
                                                       ==========

<PAGE>   29

                          INTERSOURCE HEALTH CARE, INC.

                                  BALANCE SHEET
                          November 30, 1998 (Unaudited)

                                                            (Unaudited)
                                                            November 30
                                                               1998
                                                            -----------
Assets:

Cash                                                        $     3,247
Accounts Receivable, net of allowance
 for doubtful accounts of $5000                               1,576,201
Inventory, at cost                                               37,923
Prepaid royalty expenses                                              0
Deferred Charges                                                      0
Property and Equipment, net of
 accumulated depreciation of $4,750                              15,122
Other Assets                                                     67,741
                                                            -----------

    Total Assets                                            $ 1,700,234
                                                            ===========

Current Liabilities:
Current portion long-term liabilities                                 0
Accounts payable and accrued liabilities                        379,374
Notes payable                                                         0
Customer deposits                                                     0
Capital Lease Obligation                                              0
Other Current Liabilities                                             0
                                                            -----------

    Total Current Liabilities                                   379,374
                                                            -----------

Long-Term Liabilities, less current portion                           0

    Total Liabilities                                       $   379,374
                                                            -----------

Stockholders' equity:
Common Stock                                                        888
Additional paid-in capital                                      224,812
Retained Earnings                                              (118,901)
Net Income                                                    1,214,061
                                                            -----------

   Total Stockholders' equity                               $ 1,320,860
                                                            -----------
                                                            -----------
   Total liabilities and stockholders' equity               $ 1,700,234
                                                            ===========