CORPORATE COMBINATION AGREEMENT


     This Corporate Combination  Agreement (the "Agreement")  effective February
6, 2003, is by and between ECONTENT, INC., a Delaware corporation  ("ECONTENT"),
having its principal offices at 2760 Appaloosa Trail, Wellington, Florida 33414;
and the Majority  Interest  holders of Angel Babies,  LLC, a California  limited
liability company,  having its principal offices at 5909 Philip Avenue,  Malibu,
California 90265. The majority interest holders will be referred to collectively
as "ANGEL BABIES" unless specifically cited as the interest holders.

                                    RECITALS:
                                    ---------

     A. ECONTENT  desires to acquire all of the issued and  outstanding  capital
interests and/or  shareholdings of ANGEL BABIES and all of the  members/Interest
Holders of ANGEL  BABIES  desire to  exchange  all of their  interests  of ANGEL
BABIES for shares of ECONTENT authorized but unissued restricted common stock as
hereinafter provided.

     B. It is the  intention  of the parties  hereto that:  (i)  ECONTENT  shall
acquire all of the issued and outstanding  membership  interests of ANGEL BABIES
in  exchange  solely  for the  number  of shares of  ECONTENT's  authorized  but
unissued shares of restricted  common stock, par value $.0001 ("Common  Stock"),
set forth below (the  "Exchange");  and (ii) ) the  Exchange  will  qualify as a
tax-free  reorganization  pursuant  to sections  354 and  Section  368(a) of the
Internal  Revenue Code of 1986, as amended (the "Code"),  and the Exchange shall
qualify as a transaction in securities exempt from registration or qualification
under  the  Securities  Act of  1933,  as  amended,  and  under  the  applicable
securities laws of each state or jurisdiction  where all of the members of ANGEL
BABIES  (the  "Members")  reside,  with ANGEL  BABIES  becoming  a  wholly-owned
subsidiary of ECONTENT. The combined entity would then change its name to "ANGEL
BABIES, INC., A DELAWARE CORPORATION".

     C. The board of directors and majority shareholders of ECONTENT deems it to
be in the best interest of ECONTENT and its  shareholders  to acquire all of the
issued and outstanding interests of ANGEL BABIES.

     D. The Managing members and Majority  Interest holders of ANGEL BABIES deem
it to be in the best interest of the ANGEL BABIES  interest  holders to exchange
all of the  capital  interests  of ANGEL  BABIES  for  shares  of  ECONTENT,  as
hereinafter provided.


<PAGE>

     E.  Fairness  Opinion.  EContent  and Angel  Babies will retain a qualified
independent  firm to issue a  fairness  opinion  as to the value of each  entity
entering  into this  combination  agreement.  The outcome of this opinion  could
reflect the number of shares to be  exchanged  in Section 1.1. In the event that
the Fairness Opinion does not reflect a valuation of the Angelbabies Property at
$2.5  million or better,  Angelbabies  has the option to  terminate  this merger
agreement.

     F. Net operating  loss (NOL) Econtent has a net operating loss in excess of
$11 million  dollars.  It is in the best  interest of the parties to preserve as
much of the NOL as possible.  Therefore, opinions of both tax attornies and ETNT
accounting firm are necessary in the final valuation and fairness opinion. G. It
is agreed that Daniel P. Cannon shall be appointed  the CEO  effective  upon the
signing this  Combination  agreement.  ETNT shall draw up a resolution  from the
board of directors effective forthwith.

     NOW,  THEREFORE,  in  consideration  of the mutual  covenants,  agreements,
representations and warranties  contained in this Agreement,  the parties hereto
agree as follows:

SECTION 1.  EXCHANGE OF SHARES
------------------------------

     1.1 Exchange of Shares. ECONTENT and the Shareholders hereby agree that the
share holders shall,  on the Closing Date  (February 28, 2003),  exchange all of
the issued and outstanding  interests of ANGEL BABIES for 166,700,000  shares of
ECONTENT (the "ECONTENT Shares"). If all rights are sold, exercised or otherwise
converted into common stock, then a total, post-closing number of shares will be
206,700,000.  The ANGEL BABIES interests to be tendered, 5,000 membership units,
will  represent  all of the issued and  outstanding  capital  interests of ANGEL
BABIES.  The ANGEL BABIES interests owned by each interest holder and the number
of ECONTENT  Shares  which each will  receive in the  Exchange  are set forth in
Exhibit A hereto,  which  will  constitute  100% of LLC  interests,  and,  after
acquisition,  will  approximate  81% of the  then-outstanding  ownership  of the
combined  entity.  This agreement will go forward so long as at least 80% of the
ANGEL BABIES  interests  are  tendered  for  exchange.  Any  remaining  minority
interest  holders  who choose not to  exchange  their  interests  will remain as
minority  holders in the subsidiary.  The number of EContent shares to be issued
to Angel  Babies will be adjusted  according to the  percentage  of Angel Babies
units tendered.

     1.2 Delivery of Shares/Interests. On the Closing Date, the interest holders
wishing to exchange ANGEL BABIES  membership  interests for ECONTENT Shares (the
"Exchanging  Interest  Holders")  will  deliver  to  ECONTENT  the  certificates
representing the ANGEL BABIES  Interests,  duly endorsed (or with executed stock
powers) so as to make  ECONTENT  the sole owner  thereof.  Upon  delivery of the
ANGEL BABIES  Interests,  ECONTENT will deliver  certificates  representing  the
ECONTENT  Shares to the  exchanging  Interest  holders,  making  the  exchanging
interest holders the majority shareholders of ECONTENT.



<PAGE>

     1.3 Restricted  Securities.  The ECONTENT  Shares have not been  registered
under the Securities Act of 1933, as amended (the "Securities Act"), and may not
be resold unless the resale thereof is registered under the Securities Act or an
exemption from such registration is available. Each certificate representing the
ECONTENT Shares will have a legend thereon in substantially the following form:

      The Shares  represented  by the  certificate  have not been  registered
      under the  Securities  Act of 1933, as amended (the "Act").  The shares
      have been acquired for investment and may not be sold or transferred in
      the absence of an effective  Registration  Statement  for the resale of
      the shares under the Act unless in the opinion of counsel  satisfactory
      to the Company, registration is not required under the Act.


SECTION 2.  REPRESENTATIONS  AND  WARRANTIES  OF ANGEL  BABIES AND THE  Majority
--------------------------------------------------------------------------------
Interest  Holder(s)
-------------------

     The Interest  Holders of ANGEL BABIES,  constituting  100% hereby represent
and warrant as follows:

     2.1  Organization  and Good Standing.  ANGEL BABIES is a limited  liability
company duly organized,  validly existing and in good standing under the laws of
the  jurisdiction  of  California.  ANGEL  BABIES  has the  corporate  power and
authority  to carry on its  business as  presently  conducted.  ANGEL  BABIES is
qualified  to do  business  in all  jurisdictions  where  the  failure  to be so
qualified would have a material adverse effect on its business.

     2.2 Corporate Authority. ANGEL BABIES has the power to operate as a limited
liability  company  and  to  perform  any  company  obligations  hereunder.  The
execution  and  delivery of this  Agreement by each of the  exchanging  Interest
Holders, and the consummation of the transaction contemplated hereby, are not in
violation of any restrictions  governing member transactions.  The execution and
performance of this Agreement,  ultimately  effecting a change in control of the
company,  will not  constitute a material  breach of any  agreement,  indenture,
mortgage,  license or other  instrument  or document to which ANGEL  BABIES is a
party and will not violate any judgment,  decree, order, writ, rule, statute, or
regulation  applicable  to ANGEL BABIES or its  properties.  The  execution  and
performance of this Agreement will not violate or conflict with any provision of
the Articles of Organization or the Operating Agreement of ANGEL BABIES.

     2.3 Ownership of Shares.  The Interest  Holders  described on Exhibit A are
the owners of record  and  beneficially  of all of the  issued  and  outstanding
membership interests of ANGEL BABIES.  Except as set forth on Schedule 2.3, each
Interest  Holder  represents and warrants that he, she or it owns such interests
free and clear of all rights, claims, liens and encumbrances,  and the interests
have not been sold, pledged,  assigned or otherwise  transferred except pursuant
to this Agreement.


<PAGE>

     2.4 Receipt of Company Information;  Independent Investigation; Access. All
requested publicly-available documents, records and books pertaining to ECONTENT
and the ECONTENT  Shares will be delivered to each Majority  Interest  Holder or
that  interest  holder's  advisors,  and any of the other  Interest  Holders  as
requested.  All of the Interest Holders'  questions and requests for information
will be answered to the Interest  Holders'  satisfaction.  Each Interest  Holder
acknowledges  that they,  in making the  decision to exchange  the ANGEL  BABIES
Interests for ECONTENT Shares, will rely upon independent investigations made by
them or their representatives,  if any, and they will have, prior to the Closing
Date, been given access to and the opportunity to examine all material contracts
and documents  relating to this offering and an opportunity to ask questions of,
and to receive  information  from,  ECONTENT or any person  acting on its behalf
concerning  the  terms and  conditions  of this  Agreement.  Each  ANGEL  BABIES
interest  holder and its advisors,  if any, will have been furnished with access
to all  publicly  available  materials  relating to the  business,  finances and
operation  of  ECONTENT  and  materials  relating  to the  offer and sale of the
ECONTENT  Shares  which  have  been  requested.  Each  interest  holder  and its
advisors,  if any, will have received  complete and satisfactory  answers to any
such inquiries.

     2.5 Risks.  Each Interest Holder executing this agreement  acknowledges and
understands  that the exchange for the ECONTENT Shares involves a high degree of
risk and is suitable  only for persons of adequate  financial  means who have no
need for liquidity in this investment in that (i) the Interest Holder may not be
able  to  liquidate  the   investment  in  the  event  of  an  emergency;   (ii)
transferability is extremely  limited;  and (iii) in the event of a disposition,
the Interest Holder could sustain a complete loss of its entire investment.  The
Interest Holder is sufficiently experienced in financial and business matters to
be capable of evaluating the merits and risks of an investment in ECONTENT;  has
evaluated  such merits and risks,  including  risks  particular  to the Interest
Holder's situation;  and the Interest Holder has determined that this investment
is suitable for the Interest Holder.  The Interest Holder has adequate financial
resources and can bear a complete loss of the Interest Holder's investment.

     2.6 Investment  Intent.  Each Interest  Holder hereby  represents  that the
ECONTENT Shares are being acquired for the Interest Holder's own account with no
intention of distributing such securities to others.  The Interest Holder has no
contract,  undertaking,  agreement  or  arrangement  with  any  person  to sell,
transfer  or  otherwise  distribute  to any person or to have any  person  sell,
transfer  or  otherwise  distribute  the Shares  for the  Interest  Holder.  The
Interest  Holder is presently not engaged,  nor does the Interest Holder plan to
engage within the  presently  foreseeable  future,  in any  discussion  with any
person  regarding such a sale,  transfer or other  distribution of the Shares or
any interest therein.


<PAGE>

     2.7 Compliance with Federal and State  Securities Laws. The Interest Holder
understands  that  the  ECONTENT  Shares  have  not been  registered  under  the
Securities Act. The Interest Holder understands that the ECONTENT Shares must be
held  indefinitely  unless the sale or other  transfer  thereof is  subsequently
registered  under the Securities Act or an exemption from such  registration  is
available.  Moreover, the Interest Holder understands that its right to transfer
the  ECONTENT  Shares  will be subject to certain  restrictions,  which  include
restrictions  against  transfer under the  Securities  Act and applicable  state
securities laws. In addition to such restrictions,  the Interest Holder realizes
that it may not be able to sell or dispose of the  ECONTENT  Shares as there may
be no public or other market for them.  The  Interest  Holder  understands  that
certificates evidencing the Shares shall bear a legend substantially as follows:

    THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
    UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
    ANY  APPLICABLE  STATE  LAW.  THEY MAY NOT BE OFFERED  FOR SALE,  SOLD,
    TRANSFERRED OR PLEDGED UNLESS  REGISTERED  UNDER THE SECURITIES ACT AND
    ANY  APPLICABLE  STATE  LAW  OR  PURSUANT  TO AN  EXEMPTION  FROM  SUCH
    REGISTRATION REQUIREMENTS

     2.8 Approvals. No approval,  authorization,  consent, order or other action
of, or filing with, any person, firm or corporation or any court, administrative
agency or other  governmental  authority  is  required  in  connection  with the
execution  and  delivery  of this  Agreement  by ANGEL  BABIES and the  Majority
Interest  Holders for the  consummation of the  transactions  described  herein,
other than as set forth on Schedule 2.8.

     2.9  No  General  Solicitation.   No  Interest  Holder  is  purchasing  (or
exchanging for) the ECONTENT  Shares because of or following any  advertisement,
article, notice or other communication  published in any newspaper,  magazine or
similar media or broadcast over television or radio, or presented at any seminar
or meeting,  or any  solicitation  or a  subscription  by a person  other than a
representative of ECONTENT.

     2.10 Financial Statements,  Books and Records. Attached as Exhibit 2.10 are
the audited financial  statements  (balance sheet,  income statement,  notes) of
ANGEL BABIES as of September 30, 2002 (the "Financial Statements"). The books of
account and other financial records of ANGEL BABIES are in all respects complete
and correct in all material  respects and are maintained in accordance with good
business and accounting practices.  The Managing Member(s) and Majority Interest
Holders  acknowledge  that a  minimum  of two (2)  years  of  audited  financial
information  will be  required  to be filed  with the  Securities  and  Exchange
commission within 60 days of the Closing date of this Agreement.


<PAGE>

     2.11 No Material  Adverse  Changes.  Since September 30, 2002 there has not
been:

          (i) any material  adverse  change in the  financial  position of ANGEL
     BABIES except  changes  arising in the ordinary  course of business,  which
     changes will in no event  materially  and  adversely  affect the  financial
     position of ANGEL BABIES;

          (ii) any damage,  destruction or loss materially affecting the assets,
     prospective  business,  operations or condition (financial or otherwise) of
     ANGEL BABIES whether or not covered by insurance;

          (iii) any  declaration,  setting  aside or payment of any  dividend or
     distribution  with respect to any  redemption or repurchase of ANGEL BABIES
     capital interests;

          (iv)  any sale of an  asset  (other  than in the  ordinary  course  of
     business) or any mortgage or pledge by ANGEL  BABIES of any  properties  or
     assets; or

          (v) adoption of any pension, profit sharing,  retirement, stock bonus,
     stock option or similar plan or arrangement.

     2.12 Taxes.  ANGEL BABIES has filed all material tax,  governmental  and/or
related  forms and reports (or  extensions  thereof) due or required to be filed
and has paid or made adequate  provisions for all taxes or assessments which had
become  due as of  the  Closing  Date,  and  there  are  no  deficiency  notices
outstanding.  No extensions of time for the assessment of  deficiencies  for any
year is in effect.  No deficiency notice is proposed or, to the knowledge of the
Major  Interest  Holders  after  reasonable  inquiry,  threatened  against ANGEL
BABIES. The tax returns of ANGEL BABIES have never been audited.

     2.13  Compliance  with Laws.  ANGEL BABIES has  complied  with all federal,
state,  county and local laws,  ordinances,  regulations,  inspections,  orders,
judgments,  injunctions,  awards or  decrees  applicable  to it or its  business
which, if not complied with,  would materially and adversely affect the business
of ANGEL BABIES.

     2.14 No Breach.  The execution,  delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby will not:

          (i) violate any  provision  of the  Articles  of  Organization  or the
     Operating Agreement of ANGEL BABIES;


<PAGE>

          (ii)  violate,  conflict  with or result  in the  breach of any of the
     terms of, result in a material  modification  of,  otherwise give any other
     contracting party the right to terminate,  or constitute (or with notice or
     lapse of time,  or both  constitute)  a default under any contract or other
     agreement  to which ANGEL  BABIES is a party or by or to which it or any of
     its assets or properties may be bound or subject;

          (iii) violate any order, judgment,  injunction, award or decree of any
     court,  arbitrator or governmental  or regulatory body against,  or binding
     upon, ANGEL BABIES or upon the properties or business of ANGEL BABIES; or

          (iv)  violate  any  statute,  law or  regulation  of any  jurisdiction
     applicable  to the  transactions  contemplated  herein  which  could have a
     material, adverse effect on the business or operations of ANGEL BABIES.

     2.15 Actions and  Proceedings.  ANGEL BABIES is not a party to any material
pending  litigation  or,  to  the  knowledge  of  the  Interest  Holders,  after
reasonable inquiry,  any governmental  investigation or proceeding not reflected
in the ANGEL  BABIES  Financial  Statements  and,  to their best  knowledge,  no
material  litigation,  claims,  assessments or non-governmental  proceedings are
threatened  against  ANGEL BABIES  except as set forth on Schedule 2.15 attached
hereto and made a part hereof.

     2.16  Agreements.  Schedule  2.16  sets  forth  any  material  contract  or
arrangement to which ANGEL BABIES is a party or by or to which it or its assets,
properties or business are bound or subject, whether written or oral.

     2.17  Brokers or Finders.  No  broker's or finder's  fee will be payable by
ANGEL BABIES in connection with the transactions contemplated by this Agreement,
nor will any such fee be incurred as a result of any actions by ANGEL  BABIES or
any of its Interest Holders.

     2.18 Real Estate.  Except as set forth on Schedule 2.18,  ANGEL BABIES owns
no real property nor is a party to any leasehold agreement. All uses of the real
property by ANGEL BABIES or its subsidiaries conform in all material respects to
all applicable building and zoning ordinances, laws and regulations.

     2.19 OSHA and  Environmental  Compliance.  To the knowledge of the Majority
Interest  Holders,  ANGEL BABIES has duly complied with,  and its offices,  real
property,  business,  assets,  leaseholds and equipment are in compliance in all
material  respects with, the provisions of the Federal  Occupational  Safety and
Health Act, the Environmental  Protection Act, and all other environmental laws.
There have been no outstanding  citations,  notices or orders of  non-compliance
issued  to  ANGEL  BABIES  or  relating  to  its  business,   assets,  property,
leaseholders or equipment under such laws, rules or regulations.



<PAGE>

              ANGEL BABIES has been issued all required federal, state and local
licenses, certificates or permits relating to all applicable environmental laws.
There are no visible signs of releases,  spills,  discharges,  leaks or disposal
(collectively,  referred to as  "Releases")  of hazardous  substances  at, upon,
under  or  within  the  real  property  owned  by  ANGEL  BABIES.  There  are no
underground storage tanks or polycholorinated biphenyls on the real property. To
the best of the Majority Interest Holders' knowledge,  after reasonable inquiry,
the real  property  has never  been used as a  treatment,  storage  or  disposal
facility of  hazardous  waste.  To the best of the  Majority  Interest  Holders'
knowledge,  after reasonable inquiry, no hazardous substances are present on the
real property or any premises  leased by ANGEL BABIES  excepting such quantities
as are handled in accordance with all applicable manufacturer's instructions and
governmental  regulations  and  in  the  proper  storage  containers  and as are
necessary for the operation of the commercial business of ANGEL BABIES.

     2.20 Tangible Assets.  To the knowledge of the Majority  Interest  Holders,
ANGEL BABIES has full title and interest in all machinery, equipment, furniture,
leasehold improvements, fixtures, projects, owned or leased by ANGEL BABIES, any
related capitalized items or other tangible property material to the business of
ANGEL BABIES (the "Tangible Assets").  Other than as set forth in Schedule 2.20,
ANGEL  BABIES holds all rights,  title and  interest in all the Tangible  Assets
owned by it on the Balance Sheet or acquired by it after the date on the Balance
Sheet  free and clear of all  liens,  pledges,  mortgages,  security  interests,
conditional  sales  contracts  or any other  encumbrances.  All of the  Tangible
Assets are in good operating condition and repair and are usable in the ordinary
course  of  business  of  ANGEL  BABIES  and  conform  to all  applicable  laws,
ordinances  and  government  orders,  rules and  regulations  relating  to their
construction and operation,  except as set forth on Schedule 2.20 hereto.  ANGEL
BABIES has clear title to all of its fictional  business  names,  trading names,
registered  and   unregistered   trademarks,   service  marks  and  applications
(collectively, the "Marks") and Marks are included as Tangible Assets.

     2.21 Liabilities. ANGEL BABIES did not have any material direct or indirect
indebtedness,   liability,  claim,  loss,  damage,  deficiency,   obligation  or
responsibility,  known or unknown, fixed or unfixed, liquidated or unliquidated,
secured or unsecured, accrued or absolute,  contingent or otherwise,  including,
without  limitation,  any liability on account of taxes, any governmental charge
or lawsuit  (all of the  foregoing  collectively  defined to as  "Liabilities"),
which are not fully, fairly and adequately reflected on the Financial Statements
(annual and interim),  except for any specific Liabilities set forth on Schedule
2.21 attached  hereto and made a part hereof.  As of the date of Closing,  ANGEL
BABIES  will  not  have  any  Liabilities,  other  than  Liabilities  fully  and
adequately reflected on the Financial Statements except for Liabilities incurred
in the ordinary  course of business and as set forth in Schedule  2.21, and will
not exceed $250,000 on the date of Closing. ANGEL BABIES will be responsible for


<PAGE>

all legal fees incident to the  merger/acquisition,  commencing with preparation
of this definitive  corporate  combination  agreement,  and not  attributable to
creditor  compromise and/or share issuance  associated with ECONTENT  activities
pre-merger. The combination and any NASD/CUSIP liaison activities,  plus any SEC
filing  requirements,  commencing  with  the 10k  will be  considered  a cost of
combination  and  attributable to the  post-merger  entity.  The only legal fees
which will not be incurred as ongoing  corporate debt are those  associated with
debt  compromise  of  pre-merger  ECONTENT  creditors.  ECONTENT may issue up to
2,500,000  post-merger S8 shares subject to a legal opinion,  to counsel,  which
will be in excess of the  206,700,000  closing limit,  to retire  existing legal
fees.  Any fees due Dieterich & Associates not paid as a result of that issuance
will  carry  forward.  ANGEL  BABIES  may assume up to  $250,000  of  ECONTENT's
existing  debt at the  election  of Daniel P.  Cannon,  the  Managing  Member of
Angelbabies, LLC.


     2.22 Access to Records.  The corporate financial records,  minute books and
other documents and records of ANGEL BABIES have been made available to ECONTENT
prior to the Closing hereof.

     2.23 Operations of ANGEL BABIES. From the date of the Financial  Statements
through the date of Closing,  ANGEL BABIES has not and will not,  outside of the
ordinary course of business, have:

          (i) incurred any indebtedness or borrowed money;

          (ii)   declared  or  paid  any   dividend  or  declared  or  made  any
     distribution  of any kind to any  Interest  Holder,  or made any  direct or
     indirect  redemption,  retirement,  purchase  or other  acquisition  of any
     interests in its capital structure;

          (iii)  made any  loan or  advance  to any  Interest  Holder,  officer,
     director,  employee,  consultant, agent or other representative or made any
     other loan or advance;

          (iv) disposed of any assets of ANGEL BABIES;

          (v)  materially  increased  the annual  level of  compensation  of any
     executive employee of ANGEL BABIES;

          (vi) increased, terminated, amended or otherwise modified any plan for
     the benefit of employees of ANGEL BABIES;

          (vii)  issued any equity  securities  or rights to acquire such equity
     securities; or


<PAGE>

          (viii)   entered   into  or  modified  any   contract,   agreement  or
     transaction.

     2.24  Capitalization.  The authorized  capital of ANGEL BABIES  consists of
5000 membership  interests,  having no par value.  ANGEL BABIES has not granted,
issued or agreed to grant,  issue or make any  warrants,  options,  subscription
rights or any other  commitments  of any  character  relating  to the  issued or
unissued membership interests of ANGEL BABIES.

     2.25 Full Disclosure.  No representation or warranty by ANGEL BABIES or the
Majority Interest Holders in this Agreement or in any document or schedule to be
delivered by them pursuant  hereto,  and no written  statement,  certificate  or
instrument  furnished or to be furnished by ANGEL BABIES  pursuant  hereto or in
connection  with the  negotiation,  execution or  performance  of this Agreement
contains or will  contain any untrue  statement  of a material  fact or omits or
will omit to state any fact  necessary to make any  statement  herein or therein
not materially misleading or necessary to a complete and correct presentation of
all material  aspects of the business of ANGEL BABIES,  and/or the status of the
ANGEL BABIES Shares.


SECTION 3.  REPRESENTATIONS AND WARRANTIES OF ECONTENT
------------------------------------------------------

     ECONTENT hereby represents and warrants as follows:

     3.1  Organization  and  Good  Standing.  ECONTENT  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware. It has the corporate power to own its own property and to carry on its
business  as now being  conducted  and is duly  qualified  to do business in any
jurisdiction where so required except where the failure to so qualify would have
no material adverse effect on its business.

     3.2 Corporate  Authority.  ECONTENT has the  corporate  power to enter into
this  Agreement  and to perform its  obligations  hereunder.  The  execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby has been,  or will be prior to the Closing Date,  duly  authorized by the
Board of  Directors  of  ECONTENT  and a  majority  of the  Interest  Holders as
required by Delaware law. The execution and  performance  of this Agreement will
not constitute a material breach of any agreement,  indenture, mortgage, license
or other  instrument  or  document  to which  ECONTENT  is a party  and will not
violate  any  judgment,  decree,  order,  writ,  rule,  statute,  or  regulation
applicable to ECONTENT or its properties.  The execution and performance of this
Agreement  will not violate or conflict  with any  provision  of the Articles of
Incorporation or by-laws of ECONTENT.



<PAGE>

     3.3 The ECONTENT Shares.  At the Closing,  the ECONTENT Shares to be issued
and  delivered  to the  Interest  Holders  hereunder  will  when so  issued  and
delivered,  constitute valid and legally issued shares of ECONTENT Common Stock,
fully paid and nonassessable.

     3.4 Financial Statement: Books and Records. Attached as Exhibit 3.4 are the
audited  financial  statements  (balance sheet,  income  statement and Notes) of
ECONTENT for the fiscal year ended  September 30, 2001 and  unaudited  financial
statements for the quarter ended at June 30, 2002  (collectively  the "Financial
Statements"),  all of which are on file with the U.S.  Securities  and  Exchange
Commission's EDGAR system,  and an interim  statement,  dated November 30, 2002,
for pre-merger purposes. The Financial Statements fairly represent the financial
position of ECONTENT as at such date and the results of their operations for the
periods then ended.  The Financial  Statements  were prepared in accordance with
generally  accepted  accounting  principles  applied on a consistent  basis with
prior periods except as otherwise stated therein. The books of account and other
financial  records of ECONTENT are in all  respects  complete and correct in all
material  respects  and are  maintained  in  accordance  with good  business and
accounting practices.

     3.5      No Material Adverse Changes.

     Except as described on Schedule 3.5,  since  September 30, 2002,  there has
not been:

          (i) any material adverse changes in the financial position of ECONTENT
     except changes  arising in the ordinary  course of business,  which changes
     will in no event materially and adversely affect the financial  position of
     ECONTENT.

          (ii) any damage,  destruction or loss materially affecting the assets,
     prospective  business,  operations or condition (financial or otherwise) of
     ECONTENT whether or not covered by insurance;

          (iii) any  declaration  setting  aside or payment of any  dividend  or
     distribution  with  respect to any  redemption  or  repurchase  of ECONTENT
     capital stock, other than as agreed upon among the parties;

          (iv) any sale of an asset (other than as described in (iii) above,  or
     in the ordinary  course of business) or any mortgage  pledge by ECONTENT of
     any properties or assets; or

          (v)  adoption  or  modification   of  any  pension,   profit  sharing,
     retirement, stock bonus, stock option or similar plan or arrangement.


<PAGE>

          (vi) except in the ordinary  course of  business,  incurred or assumed
     any indebtedness or liability, whether or not currently due and payable;

          (vii)  any loan or  advance  to any  shareholder,  officer,  director,
     employee,  consultant, agent or other representative or made any other loan
     or advance otherwise than in the ordinary course of business;

          (viii) any material  increase in the annual level of  compensation  of
     any executive employee of ECONTENT;

          (ix)  except in the  ordinary  course  of  business,  entered  into or
     modified any contract, agreement or transaction;

          (x)  issued  any  equity   securities  or  rights  to  acquire  equity
     securities, other than as set forth in Schedule 3.5, such that total issued
     and outstanding  shares of the company will not exceed 40,000,000 shares as
     of the date of the exchange with ANGEL BABIES.

     3.6 Taxes.  ECONTENT has filed all tax,  governmental  and/or related forms
and reports (or  extensions  thereof) due or required to be filed as of June 30,
2002 . Any liabilities for taxes, in the aggregate, will not exceed $1,000.

     3.7 Compliance with Laws. Except as described on Schedule 3.7, ECONTENT has
complied  with  all  federal,   state,   county  and  local  laws,   ordinances,
regulations,  inspections,  orders,  judgments,  injunctions,  awards or decrees
applicable to it or its business,  which, if not complied with, would materially
and adversely affect the business of ECONTENT.

     3.8  Actions  and  Proceedings.  ECONTENT  is not a party  to any  material
pending  litigation  or, to its  knowledge,  any  governmental  proceedings  are
threatened against ECONTENT.

     3.9 Periodic  Reports.  ECONTENT is a Section 12(g)  reporting  company and
therefore  must file  periodic  reports to be filed  pursuant to the  Securities
Exchange  Act of 1934,  as amended,  for purposes of trading on the OTC Bulletin
Board. These reports are current as of the date of execution of this Agreement.

     3.10  Capitalization.  As of the Closing Date, there are approximately 1000
shareholders  of record  that are the owners of  40,000,000  shares of  ECONTENT
Common Stock,  none of which owns in excess of 5% of the issued and  outstanding
shares,  except as may be set forth on Schedule  3.10  attached,  a  shareholder
list.  ECONTENT has 50,000,000 shares of common stock, par value $0.08 per share
authorized and 1,000,000  shares of preferred  stock, par value $10.00 , none of
which are issued..


<PAGE>

     3.11 Access to Records. The corporate financial records,  minute books, and
other documents and records of ECONTENT have been made available to ANGEL BABIES
prior to the Closing hereof.

     3.12 No Breach.  The execution,  delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby will not:

          (i) violate any provision of the Articles of  Incorporation or By-Laws
     of ECONTENT;

          (ii)  violate,  conflict  with or result  in the  breach of any of the
     material terms of, result in a material modification of, otherwise give any
     other  contracting  party the right to terminate,  or  constitute  (or with
     notice or lapse of time or both  constitute) a default under,  any contract
     or other agreement to which ECONTENT is a party or by or to which it or any
     of its assets or properties may be bound or subject;

          (iii) violate any order, judgment,  injunction, award or decree of any
     court,  arbitrator or governmental  or regulatory body against,  or binding
     upon, ECONTENT or upon the securities,  properties or business to ECONTENT;
     or

          (iv)  violate  any  statute,  law or  regulation  of any  jurisdiction
     applicable to the transactions  contemplated  herein, which violation could
     have a material adverse effect on the business or operations of ECONTENT.

     3.13 Brokers or Finders. Other than 166,700,000 shares which will be issued
at Closing,  40,000,000 issued and outstanding, no broker's or finder's fee will
be payable by ECONTENT in connection with the transactions  contemplated by this
Agreement,  nor will any such fee be  incurred  as a result  of any  actions  of
ECONTENT.

     3.14 Corporate  Authority.  ECONTENT has the corporate  power to enter into
this  Agreement  and  to  perform  its  respective  obligations  hereunder.  The
execution and delivery of this Agreement and the consummation of the transaction
contemplated  hereby have been duly  authorized  by the Board of Directors and a
majority of the Shareholders of ECONTENT.  The execution and performance of this
Agreement  will not constitute a material  breach of any  agreement,  indenture,
mortgage,  license or other  instrument or document to which ECONTENT is a party
and will not violate any  judgment,  decree,  order,  writ,  rule,  statute,  or
regulation  applicable  to  ECONTENT  or  its  properties.   The  execution  and
performance of this Agreement will not violate or conflict with any provision of
the Certificate of Incorporation or by-laws of ECONTENT.



<PAGE>

     3.15 Full  Disclosure.  No  representation  or warranty by ECONTENT in this
Agreement  or in any  document  or  schedule to be  delivered  by them  pursuant
hereto, and no written statement,  certificate or instrument  furnished or to be
furnished by ECONTENT  pursuant  hereto or in connection  with the  negotiation,
execution or performance  of this Agreement  contains or will contain any untrue
statement of a material  fact or omits or will omit to state any fact  necessary
to make any statement  herein or therein not materially  misleading or necessary
to complete and correct  presentation of all material aspects of the business of
ECONTENT.

     3.16 No Claims  Outstanding.  ECONTENT represents that it is not subject to
any claims,  litigation, or other charges against its assets, has no real estate
or real estate  holdings,  has no  employees,  one  officer  and two  directors,
serving  without  pay,  and  therefore  there can be no OSHA or other  personnel
claims outstanding or potentially  assertable against the company.  Furthermore,
there have been no material changes in the company's  position,  and the company
has  conducted no other  business,  since  November 30, 2002,  other than as set
forth  on  Schedule  3.16,   indicating  a  description   of  activities   since
recapitalization of the corporation.

     3.17 Securities Issuances. ECONTENT represents that all of the existing and
outstanding  shares were lawfully issued and are dutifully  accounted for in the
financial statements and with the company's transfer agent.




SECTION 4.  CONDITIONS PRECEDENT
--------------------------------

     4.1  Conditions  Precedent  to the  Obligation  of  ANGEL  BABIES  Interest
Holders.  All  obligations  of the Interest  Holders  under this  Agreement  are
subject to the  fulfillment,  prior to or as of the Closing  Date,  as indicated
below, of each of the following conditions:

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

          (b)  ECONTENT  shall  have  performed  and  complied  in all  material
     respects, with all covenants,  agreements, and conditions set forth in, and
     shall have executed and delivered all documents  required by this Agreement
     to be performed or complied with or executed and delivered by them prior to
     or at the Closing.

          (C)  On or before the Closing,  the Board of Directors  and a majority
     of the  shareholders  of ECONTENT shall have approved,  in accordance  with
     Delaware law, the execution, delivery and performance of this Agreement and
     the consummation of the transaction  contemplated herein and authorized all
     of the necessary  and proper  action to enable  ECONTENT to comply with the
     terms of the Agreement.

          (d) ECONTENT  shall have  sufficient  shares of ECONTENT  Common Stock
     authorized but unissued to complete the Exchange.

          (e) All  instruments  and documents  delivered to ANGEL BABIES and the
     Interest  Holders  pursuant  to  provisions   hereof  shall  be  reasonably
     satisfactory to legal counsel for ANGEL BABIES.

          (f) ECONTENT shall have no more than 40,000,000 shares of common stock
     outstanding (and no preferred  stock) on the day of closing.  ECONTENT will
     issue shares as  necessary to  compensate  all  intermediaries,  creditors,
     consultants,  financial  advisors  and the like,  so that no  claims  exist
     against  the  merged  entity  upon  closing  for any form of  brokerage  or
     consulting fees resulting from this corporate combination.

          (g) ECONTENT  shall have  compromised  its existing  creditors  and/or
     other  claimants  or  liabilities  such  that  no  more  than  $250,000  in
     liabilities are outstanding.

          (i) ECONTENT's  board of directors will appoint at least 7 individuals
     designated by ANGEL BABIES to assume open director  seats to be filled upon
     signing of this  document  (or  earlier at the  election  of the  appointed
     directors).  At a minimum,  Daniel P.  Cannon,  William  Campbell  and Gary
     Goodell will be appointed as directors, only Cannon and Campbell will be an
     executive officers of the company.

          (j) All of the current  officers and  directors  of ECONTENT,  and its
     holders of more than 5% of the issued and outstanding  securities  prior to
     the  acquisition,  will have entered into  agreements  not sell,  pledge or
     otherwise transfer their ECONTENT shares for a period of 12 months from the
     date of Closing (the "Lock Up Agreements").


<PAGE>

     4.2  Conditions  Precedent  to the  Obligations  of ECONTENT  and  ECONTENT
Shareholders.  All  obligations  of ECONTENT under this Agreement are subject to
the fulfillment, prior to or at Closing, of each of the following conditions:

          (a) The  representations  and  warranties by ANGEL BABIES  through its
     Majority  Interest   Holders,   contained  in  this  Agreement  or  in  any
     certificate or document  delivered  pursuant to the provisions hereof shall
     be true in all  material  respects  at and as of the Closing as though such
     representations and warranties were made at and as of such time;

          (b) ANGEL BABIES and its Interest  Holders  shall have  performed  and
     complied with, in all material  respects,  with all covenants,  agreements,
     and  conditions  set forth in, and shall have  executed and  delivered  all
     documents  required  by this  Agreement  to be  performed  or  complied  or
     executed and delivered by them prior to or at the Closing;

          (c) ANGEL BABIES will provide  audited  financial  statements  for its
     previous  two years and  current  stub  period,  to allow for the filing of
     updated information with the SEC in a timely manner:  within 60 days of the
     Closing.



SECTION 5.  COVENANTS
---------------------

     5.1 Corporate  Examinations and Investigations.  Prior to the Closing Date,
the parties  acknowledge  that they have been entitled,  through their employees
and  representatives,  to make such  investigation  of the  assets,  properties,
business and operations,  books, records and financial condition of the other as
they each may reasonably  require.  No investigations,  by a party hereto shall,
however, diminish or waive any of the representations,  warranties, covenants or
agreements of the party under this Agreement.

     5.2 Further Assurances.  The parties shall execute such documents and other
papers and take such further actions as may be reasonably  required or desirable
to carry out the provisions  hereof and the  transactions  contemplated  hereby.
Each such party shall use its best efforts to fulfill or obtain the  fulfillment
of the conditions to the Closing,  including,  without limitation, the execution
and delivery of any  documents or other  papers,  the  execution and delivery of
which are necessary or appropriate to the Closing.


<PAGE>

     5.3  Confidentiality.  In the event the  transactions  contemplated by this
Agreement are not consummated,  ECONTENT,  ANGEL BABIES and the Interest Holders
agree to keep confidential any information disclosed to each other in connection
therewith for a period of one (1) year from the date hereof; provided,  however,
such obligation shall not apply to information which:

          (i) at the time of the disclosure was public knowledge;

          (ii) after the time of disclosure becomes public knowledge (except due
     to the action of the receiving party); or

          (iii) the  receiving  party had within its  possession  at the time of
     disclosure; or

          (iv) is ordered disclosed by a Court of proper jurisdiction.



SECTION 6.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES
------------------------------------------------------

          Notwithstanding  any right of either party to investigate  the affairs
 of the other party and its Shareholders or Interest Holders, each party has the
 right to rely fully upon representations,  warranties, covenants and agreements
 of the other party and its Shareholders or Interest  Holders  contained in this
 Agreement  or in any  document  delivered  to one by the  other or any of their
 representatives,  in  connection  with the  transactions  contemplated  by this
 Agreement. All such representations, warranties, covenants and agreements shall
 survive the  execution  and delivery  hereof and the closing  hereunder for one
 year following the Closing.


SECTION 7.  INDEMNIFICATION
---------------------------

          For a period of one (1) year from the Closing,  the Majority  Interest
 Holders of ANGEL BABIES  agree to indemnify  and hold  harmless  ECONTENT,  its
 officers,  directors  and  principal  shareholders,   and  ECONTENT  agrees  to
 indemnify and hold harmless the ANGEL BABIES Interest Holders,  at all times up
 to one (1) year after the date of this Agreement  against and in respect of any
 liability,  damage, or deficiency,  all actions, suits,  proceedings,  demands,
 assessments, judgments, costs and expenses, including attorneys' fees, incident
 to any of the foregoing,  resulting from any material misrepresentation made by
 any indemnifying party to an indemnified party, an indemnifying  party's breach
 of a covenant or  warranty or an  indemnifying  party's  nonfulfillment  of any
 agreement  hereunder,  or from any material  misrepresentation or omission from
 any certificate, financial statement or tax return furnished or to be furnished
 hereunder for any period up to and  including 120 days after  execution of this
 Agreement.


<PAGE>

          If the indemnified  party receives  written notice of the commencement
 of any legal action,  suit or proceeding with respect to which the indemnifying
 party  is or may be  obligated  to  provide  indemnification  pursuant  to this
 Section,  the  indemnified  party shall,  within 30 days of the receipt of such
 written notice,  give the  indemnifying  party written notice thereof (a "Claim
 Notice"). Failure to give such Claim Notice within such 30 day period shall not
 constitute  a waiver  by the  indemnified  party  or its  rights  to  indemnity
 hereunder  with respect to such action,  suit or proceeding  unless the defense
 thereof is  prejudiced  thereby.  Upon receipt by the  indemnifying  party of a
 Claim  Notice  from  the  indemnified  party  with  respect  to any  claim  for
 indemnification which is based upon a claim made by a third party ("Third Party
 Claim"), the indemnifying party may assume the defense of the Third Party Claim
 with counsel of its own choosing,  as described  below.  The indemnified  party
 shall  cooperate in the defense of the Third Party Claim and shall furnish such
 records,  information and testimony and attend all such conferences,  discovery
 proceedings,  hearings,  trials and  appeals as may be  reasonably  required in
 connection therewith.  The indemnified party shall have the right to employ its
 own counsel in any such action, but the fees and expenses of such counsel shall
 be at the expense of the indemnified party unless the indemnifying  party shall
 not have with reasonable  promptness  employed counsel to assume the defense of
 the Third Party  Claim,  in which event such fees and  expenses  shall be borne
 solely by the indemnifying  party. The indemnifying  party shall not satisfy or
 settle any Third Party Claim for which  indemnification  has been sought and is
 available  hereunder,  without  the prior  written  consent of the  indemnified
 party, which consent shall not be delayed or which shall not be required if the
 indemnified  party  is  granted  a  release  in  connection  therewith.  If the
 indemnifying  party shall fail with reasonable  promptness to defend such Third
 Party  Claim,  the  indemnified  party may defend,  satisfy or settle the Third
 Party Claim at the expense of the indemnifying party and the indemnifying party
 shall pay to the  indemnified  party the  amount of such Loss  within  ten days
 after written  demand  thereof.  The  indemnification  provisions  hereof shall
 survive the termination of this Agreement.


SECTION 8.  DOCUMENTS AT CLOSING AND THE CLOSING
------------------------------------------------

     8.1 Documents at Closing. At the Closing, the following  transactions shall
occur, all of such transactions being deemed to occur simultaneously:

          (a) ANGEL  BABIES  will  deliver,  or will cause to be  delivered,  to
     ECONTENT the following:

               (i) a  certificate  executed  by the  Managing  Members  of ANGEL
          BABIES to the effect that all  representations  and warranties made by
          ANGEL  BABIES  under  this  Agreement  are true and  correct as of the
          Closing, the same as though originally given to ECONTENT on said date;


<PAGE>

               (ii) a certificate  from California dated at or about the Closing
          to the effect that ANGEL BABIES is in good standing  under the laws of
          said State;

               (iii) ANGEL  BABIES and its  Interest  Holders  shall  deliver an
          opinion of its legal counsel, limited as to any portion of the opinion
          as to an  aspect  of the  agreement  governed  by the  application  of
          California law, to ECONTENT to the effect that:

               (a) ANGEL BABIES is a limited  liability company validly existing
               and in good  standing  under the laws of the State of  California
               and is duly qualified to do business in any jurisdiction where so
               required  except  where the  failure to so qualify  would have no
               material adverse impact on the company;

               (b) ANGEL BABIES has the corporate power to carry on its business
               as now being conducted; and

               (c)  This  Agreement  has  been  duly  authorized,  executed  and
               delivered by the Majority Interest Holders of ANGEL BABIES.

               (v) Certificates  representing those interests of ANGEL BABIES to
          be exchanged for ECONTENT  Shares will be  delivered,  along with duly
          executed powers transferring such certificates to ECONTENT.

               (vi) all  other  items,  the  delivery  of  which is a  condition
          precedent to the obligations of ECONTENT, as set forth in Section 4.

          (b) ECONTENT will deliver or cause to be delivered to ANGEL BABIES and
     the ANGEL BABIES Interest Holders:

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

               (ii)  certified  copies  of  resolutions  by  ECONTENT  Board  of
          Directors  authorizing  this  transaction;  and an opinion of ECONTENT
          counsel as described in Section 4 above;


<PAGE>

               (iii)  certificates from the Delaware Secretary of State dated at
          or about the Closing Date that ECONTENT is in good standing  under the
          laws of said State;

               (iv) an opinion  of  counsel,  limited  as to any  portion of the
          opinion  that  applies to an aspect  governed  by the  application  of
          Delaware law, dated as of the Closing to the effect that:

               (1)  ECONTENT  is a  corporation  validly  existing  and in  good
               standing under the laws of the State of Delaware;

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

               (3)   ECONTENT,   through   its  Board  of   Directors   and  its
               shareholders,  has  taken  all  corporate  action  necessary  for
               performance under this Agreement;

               (4) The documents  executed and delivered to ANGEL BABIES and the
               ANGEL BABIES Interest Holders  hereunder are valid and binding in
               accordance with their terms;

               (5) The  shares  of  ECONTENT  Shares to be  issued  pursuant  to
               Section 1.1 hereof, when issued, will be duly and validly issued,
               fully paid and non-assessable; and

               (6) ECONTENT has the  corporate  power to execute the  Agreement,
               deliver the Shares and perform under this Agreement.

               (vi)  resignation  of  all  officers  and  all  but  one  of  the
          directors;

               (vii)  consent of William  Campbell  and Gary  Goodell,  the sole
          directors  and majority  shareholders,  designating  Daniel P. Cannon,
          William Campbell, and Robert Niksefat to fill the vacancies created by
          the resignation of the former directors of ECONTENT.

               (viii) all other  items,  the  delivery  of which is a  condition
          precedent to the obligations of ANGEL BABIES,  as set forth in Section
          4 hereof.


<PAGE>

     8.2 The Closing.  The Closing  shall take place at the time or place as may
be agreed upon by the parties  hereto,  but no later than  February 28, 2003. At
the Closing,  the parties shall provide each other with such documents as may be
necessary.


SECTION 9.  MISCELLANEOUS
-------------------------

     9. 1 Waivers.  The waiver of a breach of this  Agreement  or the failure of
any party  hereto to  exercise  any right under this  Agreement  shall in no way
constitute waiver as to future breach whether similar or dissimilar in nature or
as to the exercise of any further right under this Agreement.

     9.2  Amendment.  This  Agreement  may be  amended  or  modified  only by an
instrument  of equal  formality  signed by the  parties  or the duly  authorized
representatives of the respective parties.

     9.3  Assignment.  This Agreement is not  assignable  except by operation of
law.

     9.4 Notice. Until otherwise specified in writing, the mailing addresses and
fax numbers of the parties of this Agreement shall be as follows:

              To: ECONTENT:

                               William Campbell, President
                               ECONTENT  Inc.
                               2760 Appaloosa Trail
                               Wellington, Florida 33414

              with copy to:



              To:  ANGEL BABIES:

                               Daniel P. Cannon,
                               Managing Member ANGEL BABIES LLC.
                               5909 Philip Avenue
                               Malibu, California 90265
                               Fax: (310) 589-2169
<PAGE>

              with copy to:

                               Christopher Dieterich
                               Dieterich & Associates
                               11300 West Olympic Boulevard, Suite 800
                               Los Angeles, California 90064
                               Fax: (310) 312-6680

Any notice or statement  given under this Agreement shall be deemed to have been
given if sent by  registered  mail  addressed  to the other party at the address
indicated  above or at such other  address  which shall have been  furnished  in
writing to the addressor.

     9.5  Governing  Law.  This  Agreement  shall be  construed,  and the  legal
relations  between the parties  determined,  in accordance  with the laws of the
State of Delaware,  thereby  precluding any choice of law rules which may direct
the application of the laws of any other jurisdiction.

     9.6  Publicity.  No  publicity  release  or  announcement  concerning  this
Agreement  or the  transactions  contemplated  hereby  shall be issued by either
party hereto at any time from the signing  hereof  without  advance  approval in
writing of the form and substance by the other party.

     9.7 Entire Agreement.  This Agreement (including the Exhibits and Schedules
to be attached hereto) and the collateral agreements executed in connection with
the  consummation  of the  transactions  contemplated  herein contain the entire
agreement  among the parties  with  respect to the  exchange and issuance of the
Shares and related transactions,  and supersede all prior agreements, written or
oral, with respect thereto.

     9.8 Headings.  The headings in this  Agreement  are for reference  purposes
only and shall not in any way  affect  the  meaning  or  interpretation  of this
Agreement.

         9.9 Severability of Provisions.  The invalidity or  unenforceability of
any  term,  phrase,  clause,  paragraph,  restriction,  covenant,  agreement  or
provision of this  Agreement  shall in no way affect the validity or enforcement
of any other provision or any part thereof.

         9.10  Counterparts.  This  Agreement  may be  executed in any number of
counterparts,  each of which when so executed, shall constitute an original copy
hereof, but all of which together shall consider but one and the same document.

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



<PAGE>

         9.12 Tax Treatment.  ECONTENT,  ANGEL BABIES and the Majority  Interest
Holders  acknowledge  that  they each  have  been  represented  by their own tax
advisors  in  connection  with  this  transaction;  that none of them has made a
representation  or warranty to any of the other  parties with respect to the tax
treatment accorded this transaction,  or the effect  individually or corporately
on any party under the applicable tax laws, regulations, or interpretations; and
that no opinion of counsel or  private  revenue  ruling has been  obtained  with
respect to the effects of this transaction under the Code.

     9.13 Press Releases.  The parties will mutually agree as to the wording and
timing of any  informational  releases  concerning this transaction prior to and
through Closing.

         IN WITNESS  WHEREOF,  the parties have executed  this  Agreement on the
date first above written.



                                       ECONTENT , INC.
                                       a Delaware corporation


                                      By: /s/ William Campbell
                                          ---------------------------
                                          William Campbell, President



                                       ANGEL BABIES LLC
                                       a California Limited Liability Company


                                       By: /s/ Daniel P. Cannon
                                          ---------------------------
                                          Daniel P. Cannon, Managing Member







<PAGE>
<TABLE>
<CAPTION>





EXHIBIT "A"

                                  LIST OF ANGEL BABIES INTEREST HOLDERS

========================================================================================================
 Name of Interest Holder of         Approximate       Number of Shares of   Number of Shares of ECONTENT
 ANGEL BABIES                       Percentage of         ANGEL BABIES              Common Stock
                                      Holding                Held                   to be Issued
--------------------------------------------------------------------------------------------------------
<S>                                <C>                <C>                     <C>
Daniel P. Cannon                         33                  1650                    54862500
--------------------------------------------------------------------------------------------------------
Jean Ann Gilliland                       26                  1300                    43225000
--------------------------------------------------------------------------------------------------------
Robert Niksefat                          15                   750                    24937500
--------------------------------------------------------------------------------------------------------
Saeed Niksefat                           6                    300                     9975000
--------------------------------------------------------------------------------------------------------
Kevin Keyvan Khalili                    4.5                   225                     7481250
--------------------------------------------------------------------------------------------------------
Cliff Pearson                            2                    100                     3325000
--------------------------------------------------------------------------------------------------------
Richard keech, M.D.                      2                    100                     3325000
--------------------------------------------------------------------------------------------------------
Peter & Allison Baumann                  2                    100                     3325000
--------------------------------------------------------------------------------------------------------
Michael & Kimberly Gennette              2                    100                     3325000
--------------------------------------------------------------------------------------------------------
William Butler                          1.5                    75                     2493750
--------------------------------------------------------------------------------------------------------
Sammy Kannis                             1                     50                     1662500
--------------------------------------------------------------------------------------------------------
Joel Joseph                              1                     50                     1662500
--------------------------------------------------------------------------------------------------------
David Wallace                            1                     50                     1662500
--------------------------------------------------------------------------------------------------------
The Nanula Family Trust                  1                     50                     1662500
--------------------------------------------------------------------------------------------------------
Paul S. Rosenblum                        1                     50                     1662500
--------------------------------------------------------------------------------------------------------
Levy Rosenblum Family Foundation         1                     50                     1662500
--------------------------------------------------------------------------------------------------------
All Interest Holders                    100                 5,000                 166,700,000
========================================================================================================


</TABLE>

<PAGE>



EXHIBITS

SCHEDULES

     ANGEL BABIES Schedules

 2.3     Exceptions to free and clear ownership of Interests:  NONE

 2.9     ANGEL BABIES Consents.

2.10     ANGEL BABIES Financial Statements:  Audited through December 31, 2001,
         and unaudited through September 30, 2002;

2.15     Claims, Litigation, Government actions pending: See List attached: NONE

2.16     ANGEL BABIES Significant contracts:

2.18     ANGEL BABIES List of Real Estate Owned and List of Leases

2.20     ANGEL BABIES List of exceptions to the Tangible Assets on balance
         sheets:

2.22     ANGEL BABIES List of undisclosed Liabilities:      NONE

2.24     ANGEL BABIES Warrants, Options and preferred interests currently in
         existence:  NONE



     ECONTENT Schedules

 3.4 ECONTENT Financial Statements

 3.5 List of material adverse changes

3.10 List of shareholders from Transfer Agent

3.16 Activities of ECONTENT in previous 3 years