Exhibit 10.1


                      AGREEMENT AND PLAN OF REORGANIZATION
                      ------------------------------------

         THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement"), is made
this 9th day of August, 2001, by and among MTN Holdings, Inc., a publicly-held,
fully reporting corporation incorporated in Nevada ("MTN"), AGIL, Inc, a
Delaware corporation ("AGIL"), and the persons listed in Exhibit A hereof who
are the owners of record of all of the issued and outstanding shares of AGIL who
will execute and deliver this Agreement (the "AGIL Stockholders") based on the
following:

                                    RECITALS

         MTN wishes to acquire all of the issued and outstanding shares of
common stock, par value, $0.01 per share of AGIL (the "AGIL Common Stock"), in
exchange for the common stock, par value $0.001 per share (the "MTN Common
Stock") of MTN, in a transaction intended to qualify as a tax-free exchange
pursuant to section 368(a)(1)(B) of the Internal Revenue Code of 1986, as
amended. The parties intend for this Agreement to represent the terms and
conditions of such tax-free reorganization, which Agreement the parties hereby
adopt. However, neither party is seeking tax counsel or legal or accounting
opinions on whether the transaction qualifies for tax free treatment.

                                    AGREEMENT

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

                                    ARTICLE I

                                EXCHANGE OF STOCK

            1.01 Exchange of Shares. On the terms and subject to the conditions
set forth in this Agreement, on the Closing Date (as defined in Section 1.05
hereof), the AGIL Stockholders shall assign, transfer, and deliver to MTN, free
and clear of all liens, pledges, encumbrances, charges, restrictions, or claims
of any kind, nature, or description, all of the issued and outstanding shares of
AGIL Common Stock (the "AGIL Shares") held by AGIL Stockholders which represent
all of the outstanding shares of AGIL Common Stock, and MTN agrees to acquire
the AGIL Shares on such date by issuing and delivering in exchange therefor an
aggregate of 10,707,000 restricted shares (the "Shares") of MTN Common Stock.
The Shares shall be issued pro rata based on the number of AGIL Shares held and
as set forth opposite such AGIL Stockholder's respective name in Exhibit A-1.
The Shares shall be appropriately adjusted to take into account any stock split,
stock dividend, reverse stock split, recapitalization, or similar change in the
MTN Common Stock which may occur between the date of the execution of this
Agreement and the Closing Date.

                  (a) Additional Shares. On the Closing Date, there shall also
                  be issued: 300,000 shares of MTN Common Stock to Capital
                  Holdings, LLC ("Capital Holdings")
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                  and 250,000 shares of MTN Common Stock to Pacific Management
                  Services, Inc. ("Pacific Management"), all of which shall
                  carry rights of registration, requiring MTN or its successor
                  to file with the SEC a registration statement to register the
                  resale of said shares, no later than February 20, 2002,
                  pursuant to that certain Registration Rights Agreement dated
                  as of the date hereof by and among MTN, Capital Holdings and
                  Pacific Management (the "Registration Rights Agreement").

         1.02 Delivery of Stock Certificates by AGIL Stockholders. The transfer
of the AGIL Shares by the AGIL Stockholders shall be effected by the delivery to
MTN at the Closing (set forth in Section 1.05 hereof) of certificates
representing the AGIL Shares endorsed in blank or accompanied by stock powers
executed in blank, with all signatures medallion guaranteed and with all
necessary transfer taxes and other revenue stamps affixed and acquired at the
AGIL Stockholders' expense.

         1.03 Operation as Wholly-Owned Subsidiary. After giving effect to the
transaction contemplated hereby, MTN will own all of the issued and outstanding
shares of AGIL Common Stock and AGIL will be a wholly-owned subsidiary of MTN
operating under the name AGIL, Inc. or such other name selected by the
stockholders and management of AGIL.

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

         1.05 Closing and Parties. The Closing contemplated hereby shall be held
at a mutually agreed upon time and place on or before July 27, 2001, or on
another date to be agreed to in writing by the parties (the "Closing Date").
This Agreement may be consummated at any time following approval by a majority
of the shareholders of MTN Common Stock as set forth in Section 4.01 hereof and
the AGIL Stockholders as set forth in Section 5.01. The Closing may be
accomplished by wire, express mail, overnight courier, conference telephone call
or as otherwise agreed to by the respective parties or their duly authorized
representatives.

         1.06     Closing Events.
                  --------------

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

                           (i) A certificate of good standing from the
                  Department of Commerce of the State of Nevada, issued as of a
                  date within ten days prior to the Closing Date, certifying
                  that MTN is in good standing as a corporation in the State of
                  Nevada;

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

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

                           (iv) The certificate contemplated by Section 4.02,
                  duly executed by the chief executive officer of MTN;

                           (v) The certificate contemplated by Section 4.03,
                  dated the Closing Date, signed by the chief executive officer
                  of MTN; and

                           (vii) Certificates representing 10,707,000 shares of
                  MTN Common Stock in the names of the AGIL Stockholders and in
                  the amounts set forth in Exhibit "B"; and

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

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

                           (i) A certificate of good standing from the Secretary
                  of State of the State of Delaware, issued as of a date within
                  ten days prior to the Closing Date certifying that AGIL is in
                  good standing as corporation in the State of Delaware;

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

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

                           (iv) The certificate contemplated by Section 5.02,
                  executed by an authorized officer of AGIL; and

                           (v) The certificate contemplated by Section 5.03,
                  dated the Closing Date, signed by an authorized officer of
                  AGIL.

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

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                                   ARTICLE II
                REPRESENTATIONS, COVENANTS AND WARRANTIES OF MTN

         As an inducement to, and to obtain the reliance of AGIL, Capital
Holdings, Pacific Management and MTN jointly and severally represent and warrant
as follows:

         2.01     Organization.
                  ------------

                  (a) MTN is, and will be on the Closing, a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Nevada and has the corporate power and is and will be duly authorized,
qualified, franchised, and licensed under all applicable laws, regulations,
ordinances, and orders of public authorities to own all of its properties and
assets and to carry on its business in all material respects as it is now being
conducted, and there are no other jurisdictions in which it is not so qualified
in which the character and location of the assets owned by it or the nature of
the material business transacted by it requires qualification, except where
failure to do so would not have a material adverse effect on its business,
operations, properties, assets or condition. The execution and delivery of this
Agreement does not, and the consummation of the transactions contemplated by
this Agreement in accordance with the terms hereof will not, violate any
provision of MTN's articles of incorporation or bylaws, or other agreement to
which it is a party or by which it is bound.

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

         2.03 Transfer of Title. MTN shall transfer title in and to the Shares
to AGIL free and clear of all liens, security interests, pledges, encumbrances,
charges, restrictions, demands and claims, of any kind or nature whatsoever,
whether direct or indirect or contingent.

                  (a) MTN's Title to Shares; No Liens or Preemptive Rights;
         Valid Issuance. MTN has and at the Closing will have full and valid
         title and control of the Shares purchased; there will be no existing
         impediment or encumbrance to the sale and transfer of such Shares to
         AGIL; and on delivery to AGIL of the Shares, all of the Shares will be
         free and clear of all taxes, liens, encumbrances, charges or
         assessments of any kind and shall not be subject to preemptive rights,
         tag-along rights, or similar rights of any of the stockholders of MTN.
         Such Shares will be legally and validly issued in material compliance
         with all applicable U.S. federal and state securities laws, and will be
         fully paid and non-assessable shares of MTN's Common Stock; and the
         Shares have all been issued under duly authorized resolutions of the
         Board of Directors of MTN. At the Closing, MTN shall deliver to AGIL
         certificates representing the Shares purchased subject to no liens,
         security interests, pledges, encumbrances, charges, restrictions,
         demands or claims in any other party whatsoever.

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         2.04 Capitalization. The authorized capitalization of MTN consists of
50,000,000 shares of common stock, $0.001 par value, of which approximately
640,000 shares, including 176,602 shares post-split, approximately 60,000 shares
required to be issued so that no shareholder who holds in excess of 100 shares
pre-split holds less than 100 shares post-split, and 400,000 shares registered
under Form S-8, shall be issued and outstanding, prior to issuance and
cancellation of shares as set forth in Section 1.01 of this Agreement. All
issued and outstanding shares of MTN are legally issued, fully paid, and
nonassessable and not issued in violation of the preemptive or other right of
any person. There are no dividends or other amounts due or payable with respect
to any of the shares of capital stock of MTN. As of the date hereof and at
Closing, (i) there are no outstanding options, warrants, convertible securities,
scrip, rights to subscribe for, puts, calls, rights of first refusal, tag-along
agreements, nor any other agreements, understandings, claims or other
commitments or rights of any character whatsoever relating to, or securities or
rights convertible into or exchangeable for any shares of capital stock of MTN,
or arrangements by which MTN is or may become bound to issue additional shares
of capital stock of MTN, and (ii) with the exception of the Registration Rights
Agreement, there are no agreements or arrangements under which MTN is obligated
to register the sale of any of its securities under the Securities Act of 1933,
as amended (the "Securities Act") and (iii) there are no anti-dilution or price
adjustment provisions contained in any security issued by MTN (or in MTN's
articles of incorporation or by-laws or in any agreement providing rights to
security holders) that will be triggered by the transactions contemplated by
this Agreement. MTN has furnished to AGIL true and correct copies of MTN's
articles of incorporation and by-laws.

         2.05     Financial Statements.
                  --------------------

                  (a) Included in Schedule 2.05 or otherwise available from
         EDGAR through the SEC's website, www.sec.gov, are the audited balance
         sheet of MTN as of June 30, 2000 (the "Balance Sheet Date"), and the
         related statements of operations, stockholders' equity (deficit), and
         cash flows for the fiscal years ended June 30, 2000 and 1999, including
         the notes thereto, and the accompanying report of the company's
         independent certified public accountant.

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

                  (c) MTN has filed or will file as of the Closing Date its tax
         returns required to be filed for its two most recent fiscal years. All
         such returns and reports are accurate and correct in all material
         respect. To the best of MTN's knowledge, it is not liable for any
         income, sales, withholding, real or personal property taxes to any
         governmental agencies

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

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

         2.07 Absence of Certain Changes or Events. Except as set forth in this
Agreement or the schedules hereto, since Balance Sheet Date:

                  (a) There has been no material adverse change in the assets or
         liabilities, or in the business or condition, financial or otherwise,
         or in the results of operations or prospects, of MTN whether as a
         result of any legislative or regulatory change, revocation of any
         license or rights to do business, fire, explosion, accident, casualty,
         labor trouble, flood, drought, riot, storm, condemnation, act of God,
         public force or otherwise and no material adverse change in the assets
         or liabilities, or in the business or condition, financial or
         otherwise, or in the results of operation or prospects, of MTN except
         in the ordinary course of business.

                  (b) MTN has not (i) amended its articles of incorporation or
         bylaws; (ii) declared or made, or agreed to declare or make, any
         payment of dividends or distributions of any assets of any kind
         whatsoever to stockholders or purchased or redeemed, or agreed to
         purchase or redeem, any of its capital stock; (iii) waived any rights
         of value which in the aggregate are extraordinary or material
         considering the business of MTN; (iv) made any material change in its
         method of management, operation, or accounting; (v) entered into any
         other material transactions; (vi) made any accrual or arrangement for
         or payment of bonuses or special compensation of any kind or any
         severance or termination pay to

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         any present or former officer or employee; (vii) increased the rate of
         compensation payable or to become payable by it to any of its officers
         or directors or any of its employees whose monthly compensation exceeds
         $1,000; or (viii) made any increase in any profit-sharing, bonus,
         deferred compensation, insurance, pension, retirement, or other
         employee benefit plan, payment, or arrangement made to, for, or with
         its officers, directors, or employees;

                  (c) MTN has not (i) granted or agreed to grant any options,
         warrants, or other rights for its stocks, bonds, or other corporate
         securities calling for the issuance thereof, (ii) borrowed or agreed to
         borrow any funds or incurred, or become subject to, any material
         obligation or liability (absolute or contingent) except liabilities
         incurred in the ordinary course of business; (iii) paid any material
         obligation or liability (absolute or contingent) other than current
         liabilities reflected in or shown on the most recent MTN balance sheet
         and current liabilities incurred since that date in the ordinary course
         of business; (iv) sold or transferred, or agreed to sell or transfer,
         any of its material assets, properties, or rights (except assets,
         properties, or rights not used or useful in its business which, in the
         aggregate have a value of less than $5,000 or canceled, or agreed to
         cancel, any debts or claims (except debts and claims which in the
         aggregate are of a value of less than $5,000); (v) made or permitted
         any amendment or termination of any contract, agreement, or license to
         which it is a party if such amendment or termination is material,
         considering the business of MTN; or (vi) issued, delivered, or agreed
         to issue or deliver any stock, bonds, or other corporate securities
         including debentures (whether authorized and unissued or held as
         treasury stock); and

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

         2.08 Litigation and Proceedings. MTN is not a party to any material
actions, suits, arbitration or legal administrative or other proceedings pending
or, to the knowledge of MTN, threatened by or against MTN or adversely affecting
MTN or its properties, at law or in equity, before any court or other
governmental agency or instrumentality, domestic or foreign, or before any
arbitrator of any kind. MTN does not have any knowledge of any default on its
part with respect to any judgment, order, writ, injunction, decree, award, rule,
or regulation of any court, arbitrator, or governmental agency or
instrumentality.

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

         2.10 No Governmental Action Required. The execution and delivery by MTN
of this

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Agreement does not and will not, and the consummation of the transactions
contemplated hereby do not and will not, require any action by or in respect of,
or filing with, any governmental body, agency or governmental official,
including, but not limited to, the Securities and Exchange Commission (the
"Commission") and the National Association of Securities Dealers ("NASD"),
except such actions that have been undertaken or made prior to the date hereof
and that will be in full force and effect (or as to which all applicable waiting
periods have expired) on and as of the date hereof or which are not required to
be filed on or prior to the date of the Closing.

         2.11 Material Agreements (a) MTN is not currently carrying on any
business and is not a party to any contract, agreement, lease or order which
would subject it to any performance or business obligations or restrictions in
the future after the closing of the transactions contemplated by this Agreement.

                  (b) MTN has no employment contracts or agreements with any of
         its officers, directors, or with any consultants, employees or other
         such parties.

                  (c) MTN has no stockholder contracts or agreements.

                  (d) MTN has no insurance, stock option plans or employee
         benefit plans whatsoever.

                  (e) MTN is not in default under any contract or any other
         document.

                  (f) MTN has no written or oral contracts with any third party
         except with its transfer agent, Atlas Stock Transfer Company.

                  (g) MTN has no outstanding powers of attorney.

                  (h) MTN has all material Permits ("Permits" means all
         licenses, franchises, grants, authorizations, permits, easements,
         variances, exemptions, consents, certificates, orders and approvals
         necessary to own, lease and operate the properties, of, and to carry on
         the business of MTN); (ii) all such Permits are in full force and
         effect, and MTN has fulfilled and performed all material obligations
         with respect to such Permits; (iii) no event has occurred which allows,
         or after notice or lapse of time would allow, revocation or termination
         by the issuer thereof or which results in any other material impairment
         of the rights of the holder of any such Permit, and (iv) MTN has no
         reason to believe that any governmental body or agency is considering
         limiting, suspending or revoking any such Permit.

                  (i) To MTN's knowledge, no employee or agent of MTN has made
         any payments of funds of MTN, or received or retained any funds, in
         each case in violation of any law, rule or regulation or of a character
         required to be disclosed by MTN in any of the Commission Reports.

                  (j) There are no outstanding judgments or UCC financing
         instruments or UCC security interests filed against MTN or any of its
         properties.

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                  (k) MTN has no debt, loan, or obligations of any kind, to any
         of its directors, officers, stockholders, or employees, which will not
         be satisfied at the initial Closing.

                  (l) MTN does not have and will not have any assets at the time
         of Closing other than cash, as disclosed in its audited financial
         statements. MTN does not own any real estate or any interests in real
         estate. MTN does not own any patents, copyrights, or trademarks. MTN
         does not license the intellectual property of others nor owe fees or
         royalties on the same.

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

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

         2.14 OTC Listing. MTN is currently listed on the OTC Electronic
Bulletin Board under the trading symbol "MTNO". MTN is not in default with
respect to any listing requirements of the NASD.

         2.15 Corporate Documents Effective. The articles of incorporation, as
amended, and the bylaws of MTN, as provided to AGIL are, or will at the Closing
be, in full force and effect and all actions of the Board of Directors or
stockholders required to accomplish same have, or will at the Closing have been,
taken.

         2.16 Prior Offerings. The issuances by MTN of shares of Common Stock in
past transactions have been legally and validly effected, and all of such shares
of Common Stock are fully paid and non-assessable. To the best knowledge of the
officers and directors of MTN, all of the offerings of the MTN's Common Stock
were conducted in strict accordance with the requirements of Regulation D, Rules
504 and 506, as applicable, in full compliance with the requirements of the
Securities Act and in full compliance with and according to the requirements of
the Nevada General Corporate Law and the Company's articles of incorporation and
bylaws. Other than the three issuances of stock previously disclosed to AGIL in
the amounts of 84,062; 1,500,000; and 7,800,000 shares (pre-split), no other
shares have been issued by MTN during the last three years.

         2.17 Due Diligence Materials. The information heretofore furnished by
MTN to AGIL for purposes of or in connection with this Agreement or any
transaction contemplated hereby

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does not, and all such information hereafter furnished by MTN to AGIL will not
(in each case taken together and on the date as of which such information is
furnished), contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements contained therein, in
the light of the circumstances under which they are made, not misleading.

         2.18 Not a Voting Trust: No Proxies. None of the Shares are or will be
subject to any voting trust or agreement. No person holds or has the right to
receive any proxy or similar instrument with respect to the Shares. Except as
provided in this Agreement, MTN is not a party to any agreement which offers or
grants to any person the right to purchase or acquire any of the Shares. There
is no applicable local, state or federal law, rule, regulation, or decree which
would, as a result of the sale contemplated by this Agreement, impair, restrict
or delay any voting rights with respect to the Shares.

         2.19 Subsidiary. MTN does not own, beneficially or of record, any
equity securities in any other entity. MTN does not have a predecessor as that
term is defined under generally accepted accounting principles or Regulation S-X
promulgated by the Securities and Exchange Commission,

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

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

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

                  (c) A schedule setting forth a description of any material
         adverse change in the business, operations, property, inventory,
         assets, or condition of MTN since the Balance Sheet Date, required to
         be provided pursuant to Section 2.05 hereof,

                  (d) A schedule setting forth the financial statements required
         pursuant to Section 2.05(a) hereof, and

                  (e) A schedule setting forth any other information, together
         with any required copies of documents, required to be disclosed in the
         MTN Schedules by Sections 2.01 through 2.19.

         MTN shall cause the MTN Schedules and the instruments delivered to AGIL
hereunder to be updated after the date hereof up to and including a specified
date not more than three business days prior to the Closing Date. Such updated
MTN Schedules, certified in the same manner as the original MTN Schedules, shall
be delivered prior to and as a condition precedent to the obligation of AGIL to
close.

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                                   ARTICLE III
               REPRESENTATIONS, COVENANTS, AND WARRANTIES OF AGIL

         As an inducement to, and to obtain the reliance of MTN, AGIL represents
and warrants as follows:

         3.01 Organization. AGIL is, and will be on the Closing Date, a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Delaware and has the corporate power and is and will be
duly authorized, qualified, franchised, and licensed under all applicable laws,
regulations, ordinances, and orders of public authorities to own all of its
properties and assets and to carry on its business in all material respects as
it is now being conducted, and there are no other jurisdictions in which it is
not so qualified in which the character and location of the assets owned by it
or the nature of the material business transacted by it requires qualification,
except where failure to do so would not have a material adverse effect on its
business, operations, properties, assets or condition of AGIL. The execution and
delivery of this Agreement does not, and the consummation of the transactions
contemplated by this Agreement in accordance with the terms hereof will not,
violate any provision of AGIL's articles of incorporation or bylaws, or other
material agreement to which it is a party or by which it is bound.

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

         3.03 Capitalization. The authorized capitalization of AGIL consists of
1,000 shares of Common stock, par value $0.01 per share, of which as of the date
hereof 100 shares of Common Stock is issued and outstanding to LITO LLC, the
stockholder of AGIL. All issued and outstanding shares of Common Stock of AGIL
are legally issued, fully paid, and nonassessable and not issued in violation of
the preemptive or other rights of any other person. All stockholders of AGIL are
"accredited investors" and have supplied written representations to AGIL of such
accredited status. There are no dividends or other amounts due or payable with
respect to any of the shares of capital stock of AGIL.

         3.04     Financial Statements.
                  --------------------

                  (a) The assets of Dvir & Stoler Enterprises, Inc. ("D&S")
         shall be acquired by AGIL within thirty (30) days after the Closing
         Date. In addition, AGIL agrees that its audit required for the 8-K
         filing required by this acquisition, shall be completed within sixty
         (60) days after the acquisition of D&S.

                  (b) The principals of D&S have represented to AGIL that the
         unaudited financial statements delivered pursuant to this Section 3.04
         present fairly, as of their

                                       11
<PAGE>

         respective dates, the financial position of Dvir & Stoler Enterprises,
         Inc.

         3.05 Outstanding Warrants and Options. AGIL has no issued options,
calls, or commitments of any nature relating to authorized and unissued shares
of AGIL Common Stock. Following the closing of this Agreement, AGIL may issue
any warrants or options as it deems fit.

         3.06 Due Diligence. AGIL shall have delivered to MTN, no later than
July 15, 2001, the due diligence requested by MTN. The information concerning
AGIL set forth in this Agreement and in the schedules delivered by AGIL pursuant
hereto is complete and accurate in all material respects and does not contain
any untrue statement of a material fact or omit to state a material fact
required to make the statements made, in light of the circumstances under which
they were made, not misleading. AGIL shall cause the schedules delivered by AGIL
pursuant hereto to MTN hereunder to be updated after the date hereof up to and
including the Closing Date.

         3.07 Absence of Certain Changes or Events. Except as set forth in this
Agreement since the date of the most recent AGIL balance sheet described in
Section 3.04 and included in the information referred to in Section 3.06:

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

                  (b) AGIL has not (i) amended its articles of incorporation or
         bylaws; (ii) declared or made, or agreed to declare or make, any
         payment of dividends or distributions of any assets of any kind
         whatsoever to stockholders or purchased or redeemed, or agreed to
         purchase or redeem, any of its capital stock; (iii) waived any rights
         of value which in the aggregate are extraordinary and material
         considering the business of AGIL; (iv) made any material change in its
         method of accounting; (v) entered into any other material transactions
         other than those contemplated by this Agreement; (vi) made any material
         accrual or material arrangement for or payment of bonuses or special
         compensation of any kind or any severance or termination pay to any
         present or former officer or employee; or (vii) made any material
         increase in any profit-sharing, bonus, deferred compensation,
         insurance, pension, retirement, or other employee benefit plan,
         payment, or arrangement made to, for, or with their officers,
         directors, or employees;

                  (c) AGIL has not (i) granted or agreed to grant any options,
         warrants, or other rights for its capital stock, bonds, or other
         corporate securities calling for the issuance thereof, (ii) borrowed or
         agreed to borrow any funds or incurred, or become subject to, any
         material obligation or liability (absolute or contingent) except
         liabilities incurred in the ordinary course of business; (iii) paid any
         material obligation or liability (absolute or contingent) other than
         current liabilities reflected in or shown on the most recent AGIL
         balance sheet and current liabilities incurred since that date in the
         ordinary course of business; (iv) sold or transferred, or agreed to
         sell or transfer, any of its material assets,

                                       12
<PAGE>

          properties, or rights, or agreed to cancel, any material debts or
          claims; (v) made or permitted any amendment or termination of any
          contract, agreement, or license to which it is a party if such
          amendment or termination is material, considering the business of
          AGIL; or (vi) issued, delivered, or agreed to issue or deliver any
          shares of capital stock, or other corporate securities including
          debentures (whether authorized and unissued or held as treasury
          stock); and

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

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

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

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

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

                                       13
<PAGE>

party or to which any of its properties or operations are subject.

         3.12 Governmental Authorizations. AGIL has all licenses, franchises,
permits, and other governmental authorizations that are legally required to
enable it to conduct its business in all material respects as conducted on the
date of this Agreement. Except for compliance with federal and state securities
and corporation laws, as hereinafter provided, no authorization, approval,
consent, or order of, or registration, declaration, or filing with, Any court or
other governmental body is required in connection with the execution and
delivery by AGIL of this Agreement and the consummation by AGIL of the
transactions contemplated hereby.

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

         3.14 Subsidiary. AGIL does not own, beneficially or of record, any
equity securities in any other entity. AGIL does not have a predecessor as that
term is defined under generally accepted accounting principles or Regulation S-X
promulgated by the Securities and Exchange Commission.

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

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

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

                  (c) A schedule setting forth the financial statements required
         pursuant to Section 3.04 hereof, and

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

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

                                       14
<PAGE>

the original AGIL Schedules, shall be delivered prior to and as a condition
precedent to the obligation of MTN to close.

                                   ARTICLE IV
                   CONDITIONS PRECEDENT TO OBLIGATIONS OF AGIL

         The obligations of AGIL under this Agreement are subject to the
following conditions:

         4.01     Shareholder Approval.
                  --------------------

         (a) MTN shall call and hold a meeting of its shareholders, or obtain
the written consent of a majority of its shareholders, to approve the
transactions contemplated by this Agreement including the acquisition of AGIL
through the issuance of the Shares for the AGIL Shares, and the change of name
of MTN to "AGIL, Inc." or such other derivation thereof as may be agreed to by
the stockholders and board of directors of AGIL.

         (b) AGIL shall call and hold a meeting of its stockholders, or obtain
the written consent of a majority of its stockholders, to approve the
transactions contemplated by this Agreement including the exchange of the Shares
for the AGIL Shares.

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

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

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

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

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

                                       15
<PAGE>

         performed by MTN;

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

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

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

         4.05 Good Standings. AGIL shall have received a certificate of good
standing from the appropriate authority, dated as of the date within five days
prior to the Closing Date, certifying that MTN is in good standing as a
corporation in the State of Nevada.

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

                                    ARTICLE V
                   CONDITIONS PRECEDENT TO OBLIGATIONS OF MTN

         The obligations of MTN under this Agreement are subject to the
following conditions:

         5.01     Stockholder Approval.
                  --------------------

         (a) AGIL shall call and hold a meeting of its stockholders, or obtain
the written consent of a majority of its stockholders, to approve the
transactions contemplated by this Agreement including the exchange of the Shares
for the AGIL Shares.

         (b) MTN shall call and hold a meeting of its shareholders, or obtain
the written consent of a majority of its shareholders, to approve the
transactions contemplated by this Agreement including the acquisition of AGIL
through the issuance of the Shares for the AGIL Shares, and the change of name
of MTN to "AGIL, Inc." or such other derivation thereof as may be agreed to by
the stockholders and board of directors of AGIL.

                                       16
<PAGE>

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

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

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

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

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

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

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

         5.05 Good Standing. MTN shall have received a certificate of good
standing from the

                                       17
<PAGE>

appropriate authority, dated as of a date with five days prior to the Closing
Date, certifying that AGIL is in good standing as a corporation in the State of
Delaware.

         5.06 Ownership Documentation. MTN shall have received documentation
verifying that all rights, title and interest in and to the trade names,
technology, software, intellectual property, manufacturing equipment, inventory
and assets related to the AGIL products and technology shall be free and clear
of any and all liens, encumbrances, royalties and claims prior to Closing, other
than those documents in the schedules or financials delivered to MTN.

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


                                   ARTICLE VI
                                SPECIAL COVENANTS

         6.01     Activities of MTN and AGIL

                  (a) From and after the date of this Agreement until the
         Closing Date and except as set forth in the respective schedules to be
         delivered by MTN and AGIL pursuant hereto or as permitted or
         contemplated by this Agreement, MTN and AGIL will each:

                           (i) Use its best efforts to preserve intact the
                  current status of MTN and the trading capacity of MTN as a
                  NASD Bulletin Board Company;

                           (ii) Carry on its business in substantially the same
                  manner as it has heretofore;

                           (iii) Maintain in full force and effect insurance
                  comparable in amount and in scope of coverage to that now
                  maintained by it;

                           (iv) Perform in all material respects all of its
                  obligations under material contracts, leases, and instruments
                  relating to or affecting its assets, properties, and business;

                           (v) Use its best efforts to maintain and preserve it
                  business organization intact, to retain its key employees, and
                  to maintain its relationships with its material suppliers and
                  customers;

                           (vi) Duly and timely file for all taxable periods
                  ending on or prior to the Closing Date all federal, state,
                  county, and local tax returns required to be filed by or on
                  behalf of such entity or for which such entity may be held
                  responsible and shall pay, or cause to pay, all taxes required
                  to be shown as due and payable

                                       18
<PAGE>

                  on such returns, as well as all installments of tax due and
                  payable during the period commencing on the date of this
                  Agreement and ending on the Closing Date; and

                           (vii) Fully comply with and perform in all material
                  respects all obligations and duties imposed on it by all
                  federal and state laws and all rules, regulations, and orders
                  imposed by federal or state governmental authorities.

                  (b) From the date of this Agreement until the Closing Date,
         MTN and AGIL will not:

                           (i) Make any change or amend in its articles of
                  incorporation or bylaws, or issue any further shares, stock
                  options, warrants or other rights or interests in the MTN
                  Common Stock and AGIL Common stock without the express written
                  consent of the other party;

                           (ii) Amend any material contract, agreement, or other
                  instrument of any of the types described in such party's
                  schedules, except that a party may enter into or amend any
                  contract, agreement, or other instrument in the ordinary
                  course of business or enter into any contract, written or
                  oral, or business transaction merger or business combination,
                  or incur any debts, loan, or obligations without the express
                  written consent of the other party;

                           (iii) Enter into any agreement for the sale of AGIL
                  or MTN securities without the prior approval of the other
                  party;

                           (iv) Issue or cause to be issued any press
                  announcements or news releases other than those required by
                  law;

                           (vi) Encumber or mortgage any right or interest in
                  the securities of MTN or AGIL, and will not transfer any such
                  rights or interests to any third party whatsoever; and

                           (vii) Institute any bonus, benefit, profit sharing,
                  stock option, pension retirement plan or similar arrangement.

         6.02 Access to Properties and Records. Until the Closing Date, AGIL and
MTN will afford to the other party's officers and authorized representatives
full access to the properties, books, and records of the other party in order
that each party may have full opportunity to make such reasonable investigation
as it shall desire to make of the affairs of AGIL or MTN and will furnish the
other party with such additional financial and other information as to the
business and properties of AGIL or MTN as each party shall from time to time
reasonably request.

         6.03 Indemnification by AGIL. AGIL will indemnify and hold harmless MTN
and its directors and officers, and each person, if any, who controls MTN within
the meaning of the Securities Act, from and against any and all losses, claims,
damages, expenses, liabilities, or actions to which any of them may become
subject under applicable law (including the Securities

                                       19
<PAGE>

Act and the Securities Exchange Act) and will reimburse them for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any claims or actions, whether or not resulting in liability, insofar
as such losses, claims, damages, expenses, liabilities, or actions arise out of
or are based upon any untrue statement or alleged untrue statement of material
fact contained in any application or statement filed with a governmental body or
arising out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein, or necessary in order to
make the statements therein not misleading, but only insofar as any such
statement or omission was made in reliance upon and in conformity with
information furnished in writing by AGIL expressly for use therein. The
indemnity agreement contained in this Section 6.03 shall remain operative and in
full force and effect, regardless of any investigation made by or on behalf of
MTN and shall survive the consummation of the transactions contemplated by this
Agreement for a period of one (1) year. This indemnity agreement does not cover
any acts of MTN, its management, employees, or agents, prior to the date of this
Agreement.

         6.04 Indemnification by MTN, Capital Holdings and Pacific Management.
MTN, Capital Holdings and Pacific Management will indemnify and hold harmless
AGIL, the AGIL Stockholders, AGIL's directors and officers, and each person, if
any, who controls AGIL within the meaning of the Securities Act, from and
against any and all losses, claims, damages, expenses, liabilities, or actions
to which any of them may become subject under applicable law (including the
Securities Act and the Securities Exchange Act) and will reimburse them for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any claims or actions, whether or not resulting in
liability, insofar as such losses, claims, damages, expenses, liabilities, or
actions arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in any application or statement filed
with a governmental body or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein,
or necessary in order to make the statements therein not misleading, but only
insofar as any such statement or omission was made in reliance upon and in
conformity with information furnished in writing by MTN expressly for use
therein. The indemnity agreement contained in this Section 6.04 shall remain
operative and in full force and effect, regardless of any investigation made by
or on behalf of AGIL and shall survive the consummation of the transactions
contemplated by this Agreement for a period of one (1) year.

         6.05 The Acquisition of MTN Common Stock. MTN and AGIL understand and
agree that the consummation of this Agreement including the issuance of the MTN
Common Stock to AGIL in exchange for the AGIL Shares as contemplated hereby,
constitutes the offer and sale of securities under the Securities Act and
applicable state statutes. MTN and AGIL agree that such transactions shall be
consummated in reliance on exemptions from the registration and prospectus
delivery requirements of such statutes that depend, among other items, on the
circumstances under which such securities are acquired.

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

                                       20
<PAGE>

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

                           (ii) The AGIL Stockholders have received and read the
                  Agreement and understand the risks related to the consummation
                  of the transactions herein contemplated.

                           (iii) AGIL Stockholders have such knowledge and
                  experience in business and financial matters that they are
                  capable of evaluating each business.

                           (iv) The AGIL Stockholders have been provided with
                  copies of all materials and information requested by them or
                  their representatives, including any information requested to
                  verify any information furnished (to the extent such
                  information is available or can be obtained without
                  unreasonable effort or expense), and the parties have been
                  provided the opportunity for direct communication regarding
                  the transactions contemplated hereby.

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

                           (vi) The AGIL Stockholders have not offered or sold
                  any securities of MTN or interest in this Agreement and have
                  no present intention of dividing the MTN Common Stock or AGIL
                  Shares to be received or the rights under this Agreement with
                  others or of reselling or otherwise disposing of any portion
                  of such stock or rights, either currently or after the passage
                  of a fixed or determinable period of time or on the occurrence
                  or nonoccurrence of any predetermined event or circumstance.

                           (vii) The AGIL Stockholders understand that the MTN
                  Common Stock has not been registered, but is being acquired by
                  reason of a specific exemption under the Securities Act as
                  well as under certain state statutes for transactions not
                  involving any public offering and that any disposition of the
                  subject MTN Common Stock may, under certain circumstances, be
                  inconsistent with this exemption and may make AGIL or MTN an
                  "underwriter", within the meaning of the Securities Act. It is
                  understood that the definition of "underwriter" focuses upon
                  the concept of "distribution" and that any subsequent
                  disposition of the subject MTN Common Stock can only be
                  effected in transactions which are not considered
                  distributions. Generally, the term "distribution" is
                  considered synonymous with "public offering" or any other
                  offer or sale involving general solicitation or general
                  advertising. Under present law, in determining whether a
                  distribution occurs when securities are sold into the public
                  market, under certain

                                       21
<PAGE>

                  circumstances one must consider the availability of public
                  information regarding tire issuer, a holding period for the
                  securities sufficient to assure that the persons desiring to
                  sell the securities without registration first bear the
                  economic risk of their investment, and a limitation on the
                  number of securities which the stockholder is permitted to
                  sell and on the manner of sale, thereby reducing the potential
                  impact of the sale on the trading markets. These criteria are
                  set forth specifically in rule 144 promulgated under the
                  Securities Act, and, after one year after the date the MTN
                  Common Stock is fully paid for, as calculated in accordance
                  with rule 144(d), sales of securities in reliance upon rule
                  144 can only be made in limited amounts in accordance with the
                  terms and conditions of that rule. After two years from the
                  date the securities are fully paid for, as calculated in
                  accordance with rule 144(d), they can generally be sold
                  without meeting those conditions, provided the holder is not
                  (and has not been for the preceding three months) an affiliate
                  of the issuer.

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

                      THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
                      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                      AMENDED (THE "SECURITIES ACT") AND ARE "RESTRICTED
                      SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED
                      UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN
                      ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED
                      WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN
                      EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE
                      SECURITIES ACT.

                           (ix) Subject to compliance with federal and state
                  securities laws, MTN

                                       22
<PAGE>

                  may refuse to register further transfers or resales of the MTN
                  Common Stock in the absence of compliance with rule 144 unless
                  the AGIL Stockholders furnish MTN with an opinion of counsel
                  reasonably acceptable to MTN stating that the transfer is
                  proper. Further, unless such opinion states that the shares of
                  MTN Common Stock are free of any restrictions under the
                  Securities Act, MTN may refuse to transfer the securities to
                  any transferee who does not furnish in writing to MTN the same
                  representations and agree to the same conditions with respect
                  to such MTN Common Stock as set forth herein. MTN may also
                  refuse to transfer the MTN Common Stock if any circumstances
                  are present reasonably indicating that the transferee's
                  representations are not accurate.

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

                  (c) In order to more fully document reliance on the exemptions
         as provided herein, AGIL, the AGIL Stockholders, and MTN shall execute
         and deliver to the other, at or prior to the Closing, such further
         letters of representation, acknowledgment, suitability, or the like as
         MTN or AGIL and their respective counsel may reasonably request in
         connection with reliance on exemptions from registration under such
         securities laws.

                  (d) The AGIL Stockholders acknowledge that the basis for
         relying on exemptions from registration or qualifications are factual,
         depending on the conduct of the various parties, and that no legal
         opinion or other assurance will be required or given to the effect that
         the transactions contemplated hereby are in fact exempt from
         registration or qualification.

         6.06 MTN Liabilities. Immediately prior to the Closing Date, MTN shall
have no material assets and no liabilities in excess of $500, and all expenses
related to this Agreement or otherwise shall have been paid.

         6.07 Securities Filings. MTN shall be responsible for the preparation
of a Form 8-K filing with the Securities and Exchange Commission and AGIL shall
be responsible for a filing of consolidated audited financials in a separate 8-K
filing within sixty (60) days after the acquisition of D&S, and will be
responsible for any and all filings in any jurisdiction where its shareholders
reside which would require a filing with a governmental agency as a result of
the transactions contemplated in this Agreement.

         6.08     Sales of Securities Under Rule 144, If Applicable.
                  -------------------------------------------------

                  (a) MTN will use its best efforts to at all times satisfy the
         current public

                                       23
<PAGE>

         information requirements of rule 144 promulgated under the Securities
         Act so that its shareholders can sell restricted securities that have
         been held for one year or more or such other restricted period as
         required by rule 144 as it is from time to tune amended.

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

                  (c) If any certificate representing any such restricted stock
         is presented to MTN's transfer agent for registration or transfer in
         connection with any sales theretofore made under rule 144, provided
         such certificate is duly endorsed for transfer by the appropriate
         person(s) or accompanied by a separate stock power duly executed by the
         appropriate person(s) in each case with reasonable assurances that such
         endorsements are genuine and effective, and is accompanied by an
         opinion of counsel satisfactory to MTN and its counsel that such
         transfer has complied with the requirements of rule 144, as the case
         may be, MTN will promptly instruct its transfer agent to register such
         transfer and to issue one or more new certificates representing such
         shares to the transferee and, if appropriate under the provisions of
         rule 144. As the case may be, free of any stop transfer order or
         restrictive legend. The provisions of this Section 6.08 shall survive
         the Closing and the consummation of the transactions contemplated by
         this Agreement for a period of two years.

                  (d) The shareholders of MTN as of the date of this Agreement,
         as well as those receiving MTN Common Stock pursuant to this Agreement,
         are intended third-party beneficiaries of this Section 6.08.

         6.09 New Board of Directors and Officers. At the time of closing, the
current board of directors and officers of MTN shall resign and in their place
nominees of AGIL shall be appointed.

         6.10 Capitalization. For a period of twenty-four months from the
Closing Date, the 550,000 shares to be issued as set forth in paragraph 1.01(a)
shall be non-dilutable by a reverse stock split, without the majority vote or
written majority consent of at least 50.01% of said 550,000 shares, which vote
or consent shall not be unreasonably withheld.

                                   ARTICLE VII
                                  MISCELLANEOUS

         7.01 Brokers. Except as provided herein, MTN and AGIL agree that there
were no finders or brokers involved in bringing the parties together or who were
instrumental in the negotiation, execution, or consummation of this Agreement
other than those previously disclosed. Further, MTN and AGIL each agree to
indemnify the other against any claim by any

                                       24
<PAGE>

third person for any commission, brokerage, or finder's fee or other payment
with respect to this Agreement or the transactions contemplated hereby based on
any alleged agreement or understanding between such party and such third person,
whether express or implied, from the actions of such party. The covenants set
forth in this section shall survive the Closing Date and the consummation of the
transactions herein contemplated.

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

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

         7.04 Notices. Any notices or other communications required or permitted
hereunder shall be sufficiently given if personally delivered, if sent by email,
facsimile or telecopy transmission or other electronic communication confirmed
by registered or certified mail, postage prepaid, to such addresses as shall be
furnished in writing by any party in the manner for giving notices, hereunder,
and any such notice or communication shall be deemed to have been given as of
the date so delivered or sent by facsimile or telecopy transmission or other
electronic communication, or one day after the date so sent by overnight
courier. For purposes of giving notice, the addresses of the parties shall be:

         If to MTN to:

                           MTN Holdings, Inc.
                           c/o Michael L. Labertew
                           4685 South Highland Drive #202A
                           Salt Lake City, Utah 84117

         If to Capital Holdings, LLC to:

                           Capital Holdings, LLC
                           5882 South 900 East
                           Suite 202
                           Salt Lake City, UT 84117
                           Attn:  John Chymboryk
                                  Kip Eardley

         with a copy to:

                           Michael L. Labertew
                           4685 South Highland Drive #202A
                           Salt Lake City, Utah 84117

                                       25

<PAGE>

         If to Pacific Management Services, Inc. to:

                           Pacific Management Services, Inc.
                           4685 South Highland Drive #202A
                           Salt Lake City, UT 84117
                           Attn:    Nick Julian

         with a copy to:

                           Michael L. Labertew
                           4685 South Highland Drive #202A
                           Salt Lake City, Utah 84117

         If to AGIL to:

                           AGIL, Inc.
                           c/o Mitchell S. Nussbaum
                           Jenkens & Gilchrist Parker Chapin LLP
                           The Chrysler Building
                           405 Lexington Avenue
                           New York, NY 10174

         with a copy to:

                           Jenkens & Gilchrist Parker Chapin LLP
                           The Chrysler Building
                           405 Lexington Avenue
                           New York, NY 10174
                           Attn:  Mitchell S. Nussbaum, Esq.

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

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

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

                                       26
<PAGE>

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

         7.08 Survival, Termination. The representations, warranties, and
covenants of the respective parties shall survive the Closing Date and the
consummation of the transactions herein contemplated for a period of two (2)
years from the Closing Date, unless otherwise provided herein.

         7.09 Counterparts; Facsimile. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and all of which
taken together shall be but a single instrument. Facsimile signatures shall
constitute original signatures, and shall be followed by delivery of original
signatures.

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

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       27
<PAGE>

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

MTN Holdings, Inc.                          AGIL, Inc.
a Nevada corporation                        a Delaware corporation


By:_________________________________        By:_________________________________
   Name:                                       Name:
   Title:                                      Title:


Capital Holdings, LLC                       Pacific Management Services, Inc.
a _____________ limited liability company   a _____________ corporation


By:_________________________________        By:_________________________________
   Name:                                       Name:
   Title:                                      Title:


                                       28
<PAGE>



STATE OF UTAH              )
                                    ss.
COUNTY OF SALT LAKE        )

         On this ____ day of August, 2001, personally appeared before me ____,
whose identity is personally known to me and who by me duly sworn, did say that
he is the President of MTN Holdings, Inc. and that said document was signed by
him of behalf of said corporation by authority of its bylaws, and he
acknowledged to me that said corporation executed the same.

         -----------------------------------
         NOTARY PUBLIC

STATE OF UTAH              )
                                    ss.
COUNTY OF SALT LAKE        )

         On this ____ day of August , 2001, personally appeared before me ____,
whose identity is personally known to me and who by me duly sworn, did say that
he is the __________of Pacific Management Services, Inc. and that said document
was signed by him of behalf of said corporation by authority of its bylaws, and
he acknowledged to me that said corporation executed the same.

         -----------------------------------
         NOTARY PUBLIC

STATE OF UTAH              )
                                    ss.
COUNTY OF SALT LAKE        )

         On this ____ day of August, 2001, personally appeared before me ____,
whose identity is personally known to me and who by me duly sworn, did say that
he is the Managing Member of Capital Holdings, LLC and that said document was
signed by him of behalf of said limited liability company by authority of its
operating agreement, and he acknowledged to me that said limited liability
company executed the same.

         -----------------------------------
         NOTARY PUBLIC

                                       29
<PAGE>

STATE OF NEW YORK )
                                    ss.
COUNTY OF____________      )

         On this ____ day of August, 2001 personally appeared before me ______,
whose identity is personally known to me and who by me duly sworn, did say that
he is the President of AGIL, Inc. and that said document was signed by him on
behalf of said corporation by authority of its bylaws, and said acknowledged to
me that said corporation executed the same.

         -----------------------------------
         NOTARY PUBLIC


                                       30
<PAGE>



                                    EXHIBIT A

                                   AGIL, INC.
                              LIST OF STOCKHOLDERS

                               Number of
                               ---------
                               Shares               Number of MTN
                               ------               -------------
                               Received             Shares to be
                               --------             ------------
Name of Stockholder            Owned                in Exchange
-------------------            -----                -----------

LITO, LLC                      100





                                       31