STOCK EXCHANGE AGREEMENT
                                      AND
                             PLAN OF REORGANIZATION

         THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made and
entered into as of the 25th day of April,  2000, by and between  DYNAMIC IMAGING
DIGI, INC., ("DIGI"),  a Florida corporation,  and ALFRED TRACY, DEAN RATH, ALEX
MURILLO,   VICTOR  DELLOVO,   DEVLIN  SALEY   (individually   "SHAREHOLDER"  and
collectively "SHAREHOLDERS").

                              W I T N E S S E T H:

         WHEREAS,   SHAREHOLDERS   collectively  own  100%  of  the  issued  and
outstanding   stock  of  PEERLESS   SOLUTIONS,   INC.,  a  Florida   corporation
("PEERLESS") as follows:

         SHAREHOLDER                                         NO. OF SHARES
         -----------                                         -------------

         ALFRED TRACY                                              50,000
         DEAN RATH                                                 25,000
         ALEX MURILLO                                              10,000
         VICTOR DELLOVO                                            10,000
         DEVLIN SALEY                                               5,000
                                                                 --------
                                                                  100,000

         WHEREAS, the SHAREHOLDERS have agreed to transfer all of their stock in
PEERLESS to DIGI solely in exchange for stock of DIGI in a transaction  intended
to qualify as a reorganization described in Section 368(a)(1)(B) of the Internal
Revenue  Code of  1986,  as  amended,  all in  accordance  with  the  terms  and
conditions herein provided.

         NOW,  THEREFORE,  in consideration of mutual covenants herein provided,
and for other good and valuable  consideration,  the receipt and  sufficient  of
which is hereby acknowledged, the parties, intending to be legally bound, hereby
agree as follows:

                                    ARTICLE I
                   RECITALS, EXHIBITS, SCHEDULES, DEFINITIONS

         The  foregoing  recitals  are true and correct and,  together  with the
Schedules  referred to herein,  are hereby  incorporated into this Agreement and
made a part hereof.  Capitalized  words used herein and not otherwise defined in
the text hereof shall have the meanings set forth in Article VII.

                                   ARTICLE II
                                  THE EXCHANGE

         2.1 Exchange.  SHAREHOLDERS shall transfer each share of their stock in
PEERLESS to DIGI and, in exchange therefor,  DIGI shall transfer to SHAREHOLDERS
the Initial  Shares as  described  in Section 2.2 and the  Contingent  Shares as
described  in  Section  2.3,  which  shall be  validly  issued,  fully  paid and
nonassessable shares of common stock of DIGI.

         2.2 Initial Shares. At Closing, DIGI shall transfer to the SHAREHOLDERS
the  following  number of shares of common  stock to  SHAREHOLDERS.  Said shares
shall bear a restrictive Rule 144 legend  pertaining to any sales or disposition
of the sales according to the Securities Act of 1933.

                                                        DIGI SHARES
         SHAREHOLDER                                  TO BE RECEIVED
         -----------                                  --------------

         ALFRED TRACY                                        175,000
         DEAN RATH                                            87,500
         ALEX MURILLO                                         35,000
         VICTOR DELLOVO                                       35,000
         DEVLIN SALEY                                         17,500
                                                             -------
                                                             350,000

         In the event the DIGI stock is not publicly  trading  within 1 year (12
months) from the signing of this Agreement,  DIGI agrees to pay the SHAREHOLDERS
of PEERLESS $2.00 per share in cash for all of the shares outlined  above.  Said
option may be exercised at any time during the Ninety (90) day period commencing
on the first anniversary of this Agreement by delivering  written notice of such
exercise to DIGI.

         2.3 Contingent  Shares. In addition to the Initial Shares of DIGI stock
which each SHAREHOLDER is entitled to receive at Closing pursuant to Section 2.2
above, each SHAREHOLDER shall receive from DIGI no later than June 30, 2003, his
or her Proportionate  Share of the Contingent  Shares.  Said shares shall bear a
restrictive Rule 144 legend  pertaining to any sales or disposition of the sales
according to the  Securities  Act of 1933.  The number of  Contingent  Shares is
determined  by  dividing  the  Contingent  Sum  by  the  Stipulated  Value.  The
Contingent  Sum is equal to Five (5) times the  average  annual Net  Earnings of
PEERLESS  determined  for each of the  following  thirteen  (13) and twelve (12)
month periods:

                           May 1, 2000, through May 31, 2001;

                           June 1, 2001, through May 31, 2002; and

                           June 1, 2002, through May 31, 2003.

         2.4  Closing.  Closing of the  exchange  shall  occur at the  principal
offices of DIGI in Ft. Lauderdale,  Florida, at 10:00 a.m. on April 25, 2000, or
at some other time and location as the parties  shall  mutually  agree,  but not
later than May 16, 2000. At Closing, the SHAREHOLDERS shall endorse in blank and
deliver  to  DIGI  stock  certificates   representing  all  of  the  issued  and
outstanding  shares of PEERLESS,  and DIGI shall issue stock certificates to the
SHAREHOLDERS  representing  the  number  of  Initial  Shares  in DIGI  each such
SHAREHOLDER is to receive as set forth in Section 2.2.

         2.5 Effect of Exchange.  As the result of the  exchange,  PEERLESS will
become a wholly owned  subsidiary of DIGI.  DIGI agrees to retain  PEERLESS as a
wholly  owned   subsidiary   and  to  continue  to  conduct  its  operations  in
substantially  the  same  manner  as they are  conducted  as of the date of this
Agreement until May 1, 2005, unless otherwise agreed by each of the SHAREHOLDERS
in writing.

                                   ARTICLE III
                  SHAREHOLDERS' REPRESENTATIONS AND WARRANTIES

         SHAREHOLDERS  hereby make the following  representations and warranties
to DIGI, each of which SHAREHOLDERS  jointly and severally  represent to be true
and  correct on the date hereof and shall be deemed made again as of the date of
Closing and  represented by  SHAREHOLDERS  to be true and correct on the date of
Closing.

         3.1  Organization.  PEERLESS is a corporation  duly organized,  validly
existing and in good standing  under the laws of the State of Florida.  PEERLESS
has the full  power and  authority  to own all its  Assets  and to  conduct  its
business.  PEERLESS  does not have any  subsidiary  or  equity  interest  in any
Person.  Accurate,  current and complete copies of the Articles of Incorporation
and Bylaws of PEERLESS have been previously provided to DIGI.

         3.2 Ownership.  All the issued and outstanding  shares of capital stock
of PEERLESS are duly authorized,  validly issued,  fully paid and nonassessable.
SHAREHOLDERS own 100% of the issued and outstanding  shares of PEERLESS free and
clear of any Encumbrances.  The shares to be transferred by SHAREHOLDERS to DIGI
hereunder will constitute 100% of the issued and outstanding shares of PEERLESS.

         3.3      Authority and Approval of Agreement.
                  -----------------------------------

                  (a)      SHAREHOLDERS  have the power and authority to execute
and deliver this Agreement and to perform all of their obligations hereunder.

                  (b)  This   Agreement   and  each  of  the  other   documents,
instruments  and  agreements  executed by  SHAREHOLDERS  in connection  herewith
constitute the valid and legally binding agreements of SHAREHOLDERS, enforceable
against   SHAREHOLDERS   in  accordance   with  its  terms,   except  that:  (i)
enforceability   may  be   limited   by   applicable   bankruptcy,   insolvency,
reorganization,  moratorium or similar laws of general application affecting the
enforcement of the rights and remedies of creditors;  and (ii) the  availability
of equitable remedies may be limited by equitable principles.

         3.4 No Violations.  Neither the  execution,  delivery or performance of
this Agreement or any other  documents,  instruments  or agreements  executed by
SHAREHOLDERS  in connection  herewith,  nor the  performance or  consummation or
occurrence  of the  transactions  or other  matters  contemplated  by any of the
foregoing:  (i) constitutes a violation of or default under (either immediately,
upon notice or upon lapse of time) the  Articles of  Incorporation  or Bylaws of
PEERLESS,  any provision of any Contract to which SHAREHOLDERS,  PEERLESS or its
Assets may be bound,  any  Judgment or any Law; or (ii) will or could  result in
the creation or imposition of any Encumbrance  upon, or give to any third person
any interest in or right to, the existing or future Assets of PEERLESS; or (iii)
will or could result in the loss or adverse  modification  of, or the imposition
of any fine or penalty with respect to, any license, permit or franchise granted
or issued to, or otherwise held by or for the use of, PEERLESS.

         3.5 Assets;  Title.  Schedule  "A" sets forth a complete  and  accurate
legal  description of all Assets owned by PEERLESS.  PEERLESS has, and as of the
date of Closing will have, good and marketable  title to all Assets described in
Schedule "A", free and clear of all Encumbrances.

         3.6      Liabilities.  PEERLESS  has no  Liabilities to any third party
except as  disclosed in Schedule "B".

         3.7 Tax Returns.  PEERLESS  duly and timely filed with the  appropriate
governmental  agencies all tax and other returns and reports required by any Law
to be filed by it and all such returns and reports have been accurately prepared
and  properly  completed.  All such Tax returns  properly  reflect all  material
liabilities  of PEERLESS for Taxes for the periods,  property or events  covered
thereby.

         3.8      Proceedings.  PEERLESS  is not a party to, the  subject of, or
threatened with any Proceeding,  nor, to the best of SHAREHOLDERS' knowledge, is
there  any  basis  for  any  Proceeding.   PEERLESS  is  not  contemplating  the
institution of any Proceeding.

         3.9 Other  Liabilities.  As of Closing,  there is no claim of breach of
contract, tort, product liability or other claim (whether arising from PEERLESS'
business  operations  or  otherwise),  contingent  or  otherwise,  that has been
asserted or threatened against PEERLESS or, to the best of PEERLESS'  knowledge,
is capable of being asserted by any employee, creditor, claimant or other Person
against  PEERLESS.  No state of facts exists or has  existed,  nor has any event
occurred, which could give rise to the assertion of any such claim by any Person
that could survive Closing.

         3.10     Judgments. There is no outstanding Judgment  against  PEERLESS
or against or affecting any of its Assets.

         3.11 Labor Matters. PEERLESS has no Obligation with respect to: (i) any
profit sharing, pension, retirement, deferred compensation, bonus, stock option,
stock  purchase,  retainer,  consulting,  health,  welfare or incentive  plan or
agreement or other employee  benefit plan,  whether  legally  binding or not; or
(ii) any plan providing for "fringe benefits" to its employees,  including,  but
not limited to, vacation,  disability, sick leave, medical,  hospitalization and
life insurance and other  insurance  plans,  or related  benefits;  or (iii) any
employment  agreement.  To the best of  SHAREHOLDERS'  knowledge and belief,  no
former or present employee of PEERLESS has any claim against  PEERLESS  (whether
under federal or state law, any employment agreement or otherwise) on account of
or for: (i) overtime pay; (ii) wages or salary for any period;  (iii)  vacation,
time off or pay in lieu of vacation or time off;  or (iv) any  violation  of any
statute,  ordinance or regulation  relating to minimum wages or maximum hours of
work.  To the  best of  PEERLESS'  knowledge  and  belief,  no  person  or party
(including, but not limited to, governmental agencies of any kind) has any claim
or  basis  for any  Proceeding  against  PEERLESS  arising  out of any  statute,
ordinance  or  regulation   relating  to  discrimination  in  employment  or  to
employment  practices,  sexual  harassment  or  occupational  safety  and health
standards.

         3.12  Compliance  with  Laws.  PEERLESS  and its  business  are in full
compliance  with all  applicable  Laws  that  would  have a  material  impact on
PEERLESS or its Assets.

         3.13 Full Disclosure.  To the best of SHAREHOLDERS'  knowledge, all the
representations and warranties made herein or in any Schedule hereto, and all of
the  statements,  documents or other  information  pertaining to the transaction
contemplated herein made or given by SHAREHOLDERS, its agents or representatives
are true and  complete,  and do not omit any  information  required  to make the
statements and information provided,  in light of the transactions  contemplated
herein, true, complete and non-misleading.

                                   ARTICLE IV
                      DIGI'S REPRESENTATIONS AND WARRANTIES

         DIGI hereby  makes the  following  representations  and  warranties  to
SHAREHOLDERS,  each of which DIGI  represents to be true and correct on the date
hereof and shall be deemed made again as of the Closing Date and  represented by
DIGI to be true and correct on the Closing Date.

         4.1  Organization.  DIGI  is  a  corporation  duly  organized,  validly
existing and in good standing  under the Laws of the State of Florida.  DIGI has
the full power and authority to enter into this transaction.

         4.2 Ownership.  All the issued and outstanding  shares of capital stock
of DIGI are duly authorized,  validly issued, fully paid and nonassessable.  All
of the shares of DIGI stock to be transferred to SHAREHOLDERS  hereunder will be
free and clear of Encumbrances.

         4.3      Authority and Approval of Agreement.

                  (a) The execution and delivery of this  Agreement by DIGI, and
DIGI'S  performance of its  obligations  hereunder have been duly authorized and
approved  by all  requisite  corporate  action on the part of DIGI  pursuant  to
applicable  Law.  DIGI has the power and  authority  to execute and deliver this
Agreement and to perform all of its obligations hereunder.

                  (b)  This   Agreement   and  each  of  the  other   documents,
instruments and agreements  executed by DIGI in connection  herewith  constitute
the valid and legally binding  agreements of DIGI,  enforceable  against DIGI in
accordance  with its terms,  except that: (i)  enforceability  may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of
general  application  affecting  the  enforcement  of the rights and remedies of
creditors;  and (ii) the  availability  of equitable  remedies may be limited by
equitable principles.

         4.4 No Violations.  Neither the  execution,  delivery or performance of
this Agreement or any other  documents,  instruments  or agreements  executed by
DIGI in connection  herewith,  nor the performance or consummation or occurrence
of the transactions or other matters  contemplated by any of the foregoing:  (i)
constitutes a violation of or default under (either immediately,  upon notice or
upon lapse of time) the Charter or Bylaws of DIGI, any provision of any Contract
to which DIGI or its Assets may be bound,  any  Judgment to which DIGI is bound;
or (ii) will or could result in the creation or  imposition  of any  Encumbrance
upon,  or give to any third  person any interest in or right to, the existing or
future Assets of DIGI.

         4.5 Consents.  The execution,  delivery and performance by DIGI of this
Agreement and the consummation by DIGI of the transactions  contemplated  herein
do not  require any Consent  that has not been  received as of the date  hereof,
including the approval of its  shareholders  and  directors in  accordance  with
applicable Law.

         4.6 Compliance  with Laws. DIGI and its business are in full compliance
with all  applicable  Laws  that  would  have a  material  impact on DIGI or its
Assets.  Without  limiting the  generality of the foregoing,  DIGI  specifically
represents  that it is in full  compliance  with all reporting  requirements  to
which it is subject  under the  Securities  Exchange  Act of 1934,  and that all
reports  it filed with the  Securities  Exchange  Commission  are  accurate  and
complete  and do not omit any  information  required to make the  reports  true,
complete and non-misleading.

         4.7  Full  Disclosure.  To  the  best  of  DIGI'S  knowledge,  all  the
representations  and  warranties  made by the  DIGI  herein  or in any  Schedule
hereto, and all of the statements,  documents or other information pertaining to
the  transaction  contemplated  herein  made or  given by DIGI,  its  agents  or
representatives are true and complete,  and do not omit any information required
to make the statements and information  provided,  in light of the  transactions
contemplated herein, true, complete and non-misleading.

         4.8  Investigation.  DIGI represents that  SHAREHOLDERS  have permitted
DIGI  and/or its  authorized  representatives  and agents,  unlimited  access to
PEERLESS'   books  and  records  and  permitted   DIGI  and/or  its   authorized
representatives  and  agents to (i)  audit,  examine  and copy all of  PEERLESS'
files,  books and  records,  and other  documents  and papers,  (ii) observe and
investigate  the  business  and the  Assets of  PEERLESS,  and  (iii)  meet with
PEERLESS' officers,  agents and directors.  DIGI has determined the scope of its
own due diligence and conducted that due diligence to its satisfaction.

                                    ARTICLE V
                         INTERPRETATION AND SURVIVAL OF
                         REPRESENTATIONS AND WARRANTIES

         5.1 Interpretation. Each warranty and representation made by a party to
this Agreement or pursuant  hereto is  independent  of all other  warranties and
representations  made by the same party to this  Agreement  or  pursuant  hereto
(whether or not  covering  identical,  related or similar  matters)  and must be
independently and separately satisfied. Exceptions or qualifications to any such
warranty  or   representation   shall  not  be   construed  as   exceptions   or
qualifications to any other warranty or representation.

         5.2      Survival.  All  representations  and warranties of the parties
made in this Agreement or pursuant hereto shall survive Closing.

                                   ARTICLE VI
                                OTHER OBLIGATIONS

         6.1 Conduct of  PEERLESS  Pending  Closing.  During the period from the
date hereof until the Closing,  except with the express prior written consent of
DIGI, SHAREHOLDERS shall cause PEERLESS to:

                  (a) maintain  its  existence  in good standing in the State of
Florida;

                  (b) duly and timely file all  returns and reports  required by
any Law to be filed by  PEERLESS,  promptly  pay  when  due all  Taxes  assessed
against PEERLESS or any of its Assets,  and conform to and fully comply with all
the Laws pertaining to the business;

                  (c)  conduct  its  business  in a  good  and  diligent  manner
consistent  with past practices,  not make any change in its business  practices
and in good faith use its best efforts to preserve the business intact,  keeping
available the services of its current officers, employees, salesmen, agents, and
representatives, and maintain the goodwill of its suppliers, customers and other
Persons having business relations with PEERLESS;

                  (d) conform to and fully comply with all terms and  conditions
pursuant to which any such Assets are held.

         6.2 Public Offering of DIGI Stock.  The parties  acknowledge  that DIGI
has  represented  to  SHAREHOLDERS  that DIGI will  register its stock under the
Securities Act of 1933 and diligently pursue a public offering of its stock with
the  goal of  making a  public  market  for the DIGI  stock.  The  parties  also
acknowledge that such  representation  is a material  inducement to SHAREHOLDERS
entering into this Agreement.  DIGI agrees to diligently pursue that goal and to
comply with each of its reporting requirements under the Law, including, but not
limited to, the Securities Exchange Act of 1934.

         6.3      Employment  Agreements.  DIGI  and  each of  the  SHAREHOLDERS
agree to enter into Employment Agreements effective as of the date of Closing in
the Forms attached as composite Schedule "C".

                                   ARTICLE VII
                                   DEFINITIONS

         All defined terms used in this Agreement and not  specifically  defined
in context are as defined in this Exhibit A.

         "Agreement" means this Agreement and Plan of Reorganization.

         "Asset"  means  the   properties   disclosed  in  Schedule  "A",  which
constitute  all of the  properties  owned  by  PEERLESS  as of the  date of this
Agreement and which will be owned by PEERLESS as of the date of Closing.

         "Closing" means the consummation of the reorganization  contemplated in
Section 2.4 of this Agreement.

         "Consent" means any consent,  approval,  order or authorization  of, or
any declaration,  filing or registration  with, or any application or report to,
or any waiver by, or any other action  (whether  similar or dissimilar to any of
the foregoing) of, by or with, any person, which is necessary in order to take a
specified action or actions,  in a specified manner and/or to achieve a specific
result.

         "Contingent Shares" means the shares of DIGI stock to be transferred to
the SHAREHOLDERS, if any, pursuant to Section 2.3.

         "Encumbrance"  means any lien,  security  interest,  pledge,  mortgage,
easement, leasehold, assessment, covenant, restriction, reservation, conditional
sale, prior assignment,  license,  or any other  encumbrance,  claim,  burden or
charge of any nature whatsoever.

         "Initial  Shares" means the shares of DIGI stock to be  transferred  to
the SHAREHOLDERS at Closing pursuant to Section 2.2.

         "Judgment" means any order, writ,  injunction,  fine, citation,  award,
decree, or any other judgment of any nature whatsoever of any foreign,  federal,
state or local court, any governmental,  administrative or regulatory authority,
or any arbitration tribunal.

         "Law" means any provision of any law, statute, ordinance, constitution,
charter,  treaty,  rule or  regulation of any foreign,  federal,  state or local
governmental, administrative or regulatory authority.

         "Liabilities"  means any debt,  liability or  obligation  of any nature
whatsoever,  whether  secured,  unsecured,  recourse,  nonrecourse,  liquidated,
unliquidated, accrued, absolute, fixed, contingent, ascertained,  unascertained,
known, unknown or obligations under executory contracts.

         "Net  Earnings"  means the taxable  income of PEERLESS  determined  for
federal  income tax purposes  without  regard to any (i) allocation of overhead,
general  administrative  or interest  expenses of DIGI or (ii)  amortization  of
intangibles under Section 197.

         "Person"  means any  individual,  sole  proprietorship,  joint venture,
partnership,  corporation,  association,  cooperation, trust, estate, government
(or any branch, subdivision or agency thereof), governmental,  administrative or
regulatory authority, or any other entity of any nature whatsoever.

         "Proceeding"  means  any  demand,  claim,  suit,  action,   litigation,
investigation,  arbitration,  administrative hearing, or any other proceeding of
any nature whatsoever.

         "Proportionate  Share" means the percentage of the outstanding stock of
PEERLESS which is owned by a SHAREHOLDER as follows:

                  SHAREHOLDER                           PROPORTIONATE SHARE

                  ALFRED TRACY                                  50%
                  DEAN RATH                                     25%
                  ALEX MURILLO                                  10%
                  VICTOR DELLOVO                                10%
                  DEVLIN SALEY                                   5%

         "Stipulated  Value"  means the value of the DIGI stock for  purposes of
Section 2.3,  which the parties have  stipulated to be market value (the average
of the Bid and Ask on the day of commencement of trading).

         "Tax" means (a) any foreign,  federal, state or local income,  profits,
gross  receipts,  franchise,  sales,  use,  occupancy,  general  property,  real
property,  personal  property,  intangible  property,  transfer,  fuel,  excise,
accumulated  earnings,  personal  holding  company,  unemployment  compensation,
social  security,  withholding  taxes,  payroll  taxes,  or any other tax of any
nature whatsoever,  (b) any foreign,  federal,  state or local organization fee,
qualification  fee, annual report fee, filing fee,  occupation fee,  assessment,
rent,  or any  other  fee  or  charge  of  any  nature  whatsoever,  or (c)  any
deficiency, interest or penalty imposed with respect to any of the foregoing.

                                  ARTICLE VIII
                                  MISCELLANEOUS

         8.1  Notices.  Any notice  required or permitted to be delivered to any
party to this  Agreement  shall be deemed to have been duly  delivered  (a) upon
hand  delivery   thereof,   (b)  upon  telefax  and  written   confirmation   of
transmission,  (c) upon receipt of any overnight deliveries, or (d) on the third
(3rd)  business day after mailing  United States  registered or certified  mail,
return receipt requested,  postage prepaid, addressed to each party as set forth
below, or at such other address, or to such other person and at such address for
that person,  as any party shall  designate in writing to the other party in the
manner hereinabove set forth.

                 If to DIGI:                        Dynamic Imaging Group, Inc.
                                                    3418 N. Ocean Blvd.
                                                    Ft. Lauderdale, FL 33308

                 If to SHAREHOLDERS:                Peerless Solutions, Inc.
                                                    Attn:  Alfred Tracy
                                                    10944 Bal Harbor Drive
                                                    Boca Raton, FL  33498

         8.2 Entire Agreement. This Agreement,  including the Schedules attached
hereto,  sets forth all the  promises,  covenants,  agreements,  conditions  and
understandings  between the parties  hereto with  respect to the subject  matter
hereof, and supersedes and abrogates all prior and  contemporaneous  agreements,
understandings,  inducements  or  conditions,  expressed  or  implied,  oral  or
written, except as herein contained. No changes of or modifications or additions
to this Agreement  shall be valid unless the same shall be in writing and signed
by the parties hereto.

         8.3 Binding  Effect;  Assignment.  This Agreement shall be binding upon
the parties hereto, their beneficiaries,  successors,  and assigns. No party may
assign,  pledge,  hypothecate  or otherwise  transfer its interests  herein,  or
delegate its duties  hereunder,  without the prior written  consent of the other
party.

         8.4 Amendment.  The parties hereby  irrevocably agree that no attempted
amendment, modification, or change (collectively, "Amendment") of this Agreement
shall be valid and  effective,  unless the parties  shall  unanimously  agree in
writing to such Amendment.

         8.5 No Waiver.  No waiver of any provision of this  Agreement  shall be
effective,  unless it is in writing and signed by the party  against  whom it is
asserted,  and any such written  waiver shall only be applicable to the specific
instance  to which it  relates  and shall not be  deemed to be a  continuing  or
future waiver.

         8.6 Gender and Use of Singular and Plural. All pronouns shall be deemed
to refer to the masculine, feminine, neuter, singular or plural, as the identity
of the party or parties or their successors and assigns may require.

         8.7 Counterparts.  This Agreement and any amendments may be executed in
one or more  counterparts,  each of which shall be deemed an original and all of
which together will constitute one and the same instrument.

         8.8  Headings.  The  article  and section  headings  contained  in this
Agreement are inserted for convenience  only and shall not affect in any way the
meaning or interpretation of the Agreement.

         8.9  Governing  Law;  Venue.  This  Agreement  shall be  construed  and
enforced in accordance  with the laws of the State of Florida and this Agreement
shall not be construed  more  strictly  against one party than against the other
merely  by virtue of the fact that  this  Agreement  may have been  prepared  by
counsel for one of the  parties,  it being  recognized  that each of the parties
have  contributed  substantially  and  materially  to the  preparation  of  this
Agreement.  The parties agree that Broward County,  Florida,  shall be the venue
for any proceeding arising from this Agreement.

         8.10  Further Assurances. The parties hereto will execute  and  deliver
such  further  instruments  and  do  such  further  acts  and  things  as may be
reasonably required to carry out the intent and purposes of this Agreement.

         8.11  Arbitration.  All disputes shall be resolved through arbitration/
mediation.

         8.12 Severability. If any one clause or clauses of this Agreement shall
be deemed illegal or unenforceable for whatever reason, the remaining portion of
this Agreement shall continue to be binding on the undersigned.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date and year set forth above.

                                  DIGI:
                                  DYNAMIC IMAGING GROUP, INC.,
                                  a Florida corporation


                                  President


                                  Secretary

                                  SHAREHOLDERS:


                                  Alfred Tracy


                                  Dean Rath


                                  Alex Murillo


                                  Victor Dellovo


                                  Devlin Saley



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                                                        SCHEDULE "A"

                                     ASSETS






<PAGE>



                                  SCHEDULE "B"

                                   LIABILITIES



<PAGE>



                                  SCHEDULE "C"

                              EMPLOYMENT CONTRACTS