(4)(2)(1)

                      AGREEMENT AND PLAN OF REORGANIZATION


         This Agreement is made as of the 26th day of January, 1998 by and among
Ethika  Corporation,  a  Mississippi  corporation  (hereinafter  referred  to as
"Ethika")  and  North  American  Digicom  Corporation,  a  Colorado  corporation
(hereinafter referred to as "Digicom"), and is based on the following:

                                    PREMISES

         A. This Agreement  provides for the exchange of all of the  outstanding
common stock of Digicom for shares of common voting stock of Ethika, all for the
purpose of  effecting  a  tax-free  reorganization  pursuant  to  Sections  354,
368(a)(1)(A) and 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended.

         B. The Boards of Directors  of Digicom and Ethika have agreed,  subject
to the conditions set forth in this  Agreement,  and by these premises do hereby
evidence their agreement, that it is desirable and in the best interests of said
corporations  and their  stockholders,  that  Digicom be held as a  wholly-owned
subsidiary of Ethika.  This  Agreement is being entered into for the purposes of
setting forth the terms and  conditions of the exchange of the shares of Digicom
into shares of Ethika.

                                    AGREEMENT

         Now, therefore,  on the stated premises and for and in consideration of
the  mutual  covenants  and  agreements  hereinafter  set forth  and the  mutual
benefits to the parties to be derived herefrom, it is hereby agreed as follows:

                                    ARTICLE 1
               REPRESENTATIONS, COVENANTS AND WARRANTIES OF ETHIKA

         As an  inducement  to, and to obtain the  reliance of  Digicom,  Ethika
represents and warrants as follows:

           1.1  Organization,  Good  Standing,  Power,  Etc.  Ethika  (i)  is  a
corporation duly organized,  validly existing and in good standing under the law
of the State of Mississippi; (ii) is qualified or authorized to do business as a
foreign  corporation  and is in good  standing  in all  jurisdictions  in  which
qualification  or  authorization  may be required;  and (iii) has all  requisite
corporate power and authority,  licenses and permits to own or lease and operate
its  properties  and carry on its business as presently  being  conducted and to
execute,  deliver and perform this  Agreement and  consummate  the  transactions
contemplated hereby.

         1.2 Certificate of Incorporation and Bylaws. Prior to execution of this
Agreement by both  parties  Ethika has  furnished  to Digicom's  representatives
complete and correct copies of (i) its Certificate of Incorporation,  as amended
to date,  and (ii) its  Bylaws,  as amended  to date.  Ethika's  Certificate  of
Incorporation  and  Bylaws are in full  force and  effect,  and Ethika is not in
violation of any of the provisions thereof.
<PAGE>
         1.3  Capitalization.  The authorized  capital stock of Ethika  consists
solely of  50,000,000  shares of Common  Stock,  $1.00 par value,  (the  "Ethika
Common Stock"),  of which, on the date hereof  20,380,725  shares are issued and
outstanding.  There are approximately  31,700 shares of common stock held in the
treasury of Ethika.  At the Closing of this Agreement,  and giving effect to the
reverse split of Ethika Common Stock as required by Section 5.1(c)(5) below, and
giving effect to the exchange  ratio of four (4) shares of Digicom  Common Stock
for  three (3)  shares of Ethika  Common  Stock  required  below,  approximately
ninety-five  percent  (95%) of Ethika  Common Stock will have been  lawfully and
validly  issued  to  the  Shareholders  of  Digicom.  All  of  such  issued  and
outstanding  shares of the Ethika  Common  Stock have been duly  authorized  and
validly issued and are fully paid and non-assessable  with no personal liability
attaching  to the  ownership  thereof.  All  issued and  outstanding  shares are
legally issued, fully paid and non-assessable,  and were not issued in violation
of the preemptive or other rights of any person.

         1.4  Options,  Warrants,  Rights,  Etc.  Except for the 500,000  shares
reserved  to the 1995  Ethika  Stock  Option  Plan and the  grants of options to
acquire  355,000  shares  pursuant  thereto as set forth on Exhibit 1.4 attached
hereto,  Ethika does not have outstanding any option,  warrant or other right to
purchase, or convert any obligation into, any shares of Ethika Common Stock, nor
any instruments or obligations to confer or create such rights.

         1.5  Subsidiaries.  Ethika has five  wholly  owned  subsidiaries,  Text
Retrieval Systems,  Inc., Legislative  Information Systems Corporation,  Compass
Data Systems, Inc., Executive Capital Corp. and Advantage,  Inc. Representations
and  warranties  set forth in Section 1.1 are the same for Ethika  wholly  owned
subsidiaries as to their respective states of incorporation. In addition, Ethika
owns an approximate 8% interest in the capital stock of InfoDynamics, Inc.

         1.6  Authorization of Agreement.  This Agreement has been or will be at
Closing duly and validly authorized, executed and delivered by Ethika.

         1.7 Tax Matters.  On or before  Closing,  Ethika will have prepared and
filed with the appropriate United States, state and local governmental agencies,
and all foreign countries and political  subdivisions  thereof,  all tax returns
required  to be filed to the date of  Closing;  Ethika  will have paid all taxes
shown on such tax returns to be payable or which have become due pursuant to any
assessment,  deficiency, notice, 30-day letter or similar notice received by it;
and the  provisions  for income  taxes  payable in the Balance  Sheets of Ethika
delivered to Digicom are sufficient for all accrued and unpaid taxes, whether or
not  disputed  and for all  periods to and  including  the date of such  Balance
Sheet. On or before Closing, Ethika will provide true and accurate copies of all
tax returns filed for the last three fiscal years, together with a balance sheet
and income  statement as of the date of this  Agreement.  The balance  sheet and
income statement of Ethika shall be updated through Closing.

         1.8  Compliance  with  Applicable  Laws. The conduct by Ethika of their
business does not violate or infringe on any domestic (federal,  state or local)
or foreign law,  statute,  ordinance  or  regulation  now in effect,  or, to the
knowledge  of Ethika  proposed to be  adopted,  the  enforcement  of which would
materially  and adversely  affect its business or the value of its properties or
assets.
<PAGE>
         1.9  Litigation.  Except as disclosed by Memorandum  attached hereto as
Exhibit 1.9, there is no material claim, action, suit, proceeding,  arbitration,
investigation or inquiry pending before any federal, state,  municipal,  foreign
or other court or governmental or administrative  body or agency, or any private
arbitration  tribunal,  or to the  knowledge  of  Ethika,  threatened,  against,
relating to or  affecting  Ethika and its wholly owned  subsidiaries,  or any of
their  properties  or  business,  or  the  transactions   contemplated  by  this
Agreement;  nor to the  knowledge  of  Ethika  is there  any  basis for any such
material claim, action, suit, proceeding, arbitration,  investigation or inquiry
which may have any adverse  effect upon the  assets,  properties  or business of
Ethika and its wholly owned  subsidiaries,  or the transactions  contemplated by
this Agreement. Neither Ethika nor any officer, director, partner or employee of
Ethika , have been  permanently  or temporarily  enjoined by order,  judgment or
decree  of any  court  or other  tribunal  or any  agency  from  engaging  in or
continuing any conduct or practice in connection with the business engaged in by
Ethika.  There is not in existence  at present any order,  judgment or decree of
any court or other tribunal or any agency  enjoining or requiring Ethika to take
any material action of any kind or to which Ethika or their respective business,
properties  or assets are subject or bound.  Ethika is not in default  under any
order, license, regulation or demand of any federal, state or municipal or other
governmental agency or with respect to any order, writ,  injunction or decree or
any court which would have a materially adverse impact upon Ethika's  operations
or affairs.

         1.10 Other  Information.  Except the contracts and commitments  entered
into in the ordinary course of business and as set forth on Exhibit 1.10, Ethika
does not  presently  have any material  contractual  commitments,  non-executive
officer  employees or employee  benefit  commitments.  In addition,  none of the
information  and documents  made or to be made available by Ethika or any of its
representatives to Digicom or any of its  representatives in connection with the
transactions contemplated by this Agreement is materially false or misleading or
contains any material misstatements of fact or omits any material fact necessary
to be stated in order to make the statements therein not misleading.

         1.11 No Adverse Changes. Since the date of Ethika's most recent audited
financial  statements,  there has been no undisclosed material adverse change in
Ethika's financial condition, assets, liabilities, or business.

         1.12  Exchange  Act  Filings  and  Financial  Statements.  On or before
Closing,  Ethika  has  delivered  to  Digicom  true and  accurate  copies of all
Financial  Statements  and  reports  filed  by  Ethika  with the  United  States
Securities  and Exchange  Commission  (the SEC) pursuant to Section 15(d) of the
Securities  Exchange Act of 1934 (the 1934 Act)  including  without  limitation,
registration statements,  10-K's, 10-Q's, Form 8's, etc. for each of the annual,
quarterly  or other  fiscal  periods  for the past three  fiscal  years.  Ethika
financial  statements have been prepared in accordance  with generally  accepted
accounting  principles applied on a basis consistent with that of prior years or
periods and fairly  present the financial  position and results of operations of
Ethika  as of the  respective  dates  and  for  the  periods  indicated  in such
statements.  The Balance Sheets of Ethika  included in the statements  make full
and adequate  provision for all obligations,  liabilities or commitments  (fixed
and contingent) of Ethika as of their  respective  dates. As of the date of such
financial  statements,  Ethika  had  no  material  obligations,  liabilities  or
commitments  (fixed or  contingent)  not required to be reserved  against in the
<PAGE>
foregoing  financial  statements or disclosed in the notes thereto in accordance
with generally accepted  accounting  principles,  and since the date of the most
recent balance sheet has not incurred any material  obligations,  liabilities or
commitments except the transactions contemplated by this Agreement.  Ethika will
file  all  reports  required  of it  under  the  1934  Act as a  result  of this
transaction, including a Form 8-K.

         1.13 Shareholder List. Upon the closing of this Agreement, Ethika shall
furnish  to  Digicom a true and  complete  list of all  shareholders  of Ethika,
including name, address, telephone number, and relationship of any beneficial or
indirect interests known to Ethika or its officers,  directors,  or advisors, of
greater  than  1,000,000  shares  individually  and/or in the  aggregate of such
beneficial or indirect interests.

                                    ARTICLE 2
              REPRESENTATIONS, COVENANTS AND WARRANTIES OF DIGICOM

         As an  inducement  to, and to obtain the  reliance  of Ethika,  Digicom
represents and warrants as follows:

         2.1  Organization,   Good  Standing,  Power,  Etc.  Digicom  (i)  is  a
corporation duly organized, validly existing and in good standing under the laws
of the  State of  Colorado,  and  (ii) has all  requisite  corporate  power  and
authority,  licenses,  permits  and  franchises  to own or lease and operate its
properties  and  carry on its  business  as  presently  being  conducted  and to
execute,  deliver and perform this  Agreement and  consummate  the  transactions
contemplated hereby.

         2.2  Certificate of  Incorporation  and Bylaws.  Upon execution of this
Agreement by both parties,  Digicom will furnish to Ethika's  representatives  a
complete and correct copy of (i)  Digicom's  Certificate  of  Incorporation,  as
amended to date;  and (ii)  Digicom's  Bylaws,  as  amended  to date.  Digicom's
Certificate  of  Incorporation  and  Bylaws are in full  force and  effect,  and
Digicom is not in violation of any of the provisions thereof.

         2.3  Capitalization.  The authorized  capital stock of Digicom consists
solely of: (1) 50,000,000  authorized shares of Common Stock, no par value, (the
"Digicom Common Stock"),  of which, at closing  26,097,913 shares are issued and
outstanding  and no shares  are held in the  treasury  of  Digicom.  All of such
issued and outstanding  shares of Digicom Common Stock have been duly authorized
and  validly  issued  and are fully  paid and  non-assessable  with no  personal
liability attaching to the ownership thereof;  (2) 10,000,000  authorized shares
of Convertible  Preferred Stock,  $100.00 par value,  (the "Digicom  Convertible
Preferred Stock"), of which, as of January 19, 1998, 4,970 shares are issued and
outstanding  and no shares are held in the treasury of Digicom.  Between January
19,  1998 and the date of  closing  additional  shares  of  Digicom  Convertible
Preferred  Stock will be sold and a final  listing  thereof will be set forth in
the  shareholders  list as  provided  for in Section  2.15.  All such issued and
outstanding shares of Digicom  Convertible  Preferred Stock at closing will have
been duly authorized and validly issued, and fully paid and non-assessable, with
no personal liability attaching to the ownership thereof.

         2.4 Options,  Warrants,  Rights, Etc. Digicom does not have outstanding
any option,  warrant or other right to purchase or convert any obligation  into,
any shares of the Digicom  Common Stock,  nor any  instruments or obligations to
confer or create such rights,  except those option to purchase 162,500 shares of
Digicom Common Stock as set forth on Exhibit 2.4 attached hereto.
<PAGE>
         2.5 Subsidiaries.  Digicom has three wholly owned subsidiaries, Digicom
Communications,  Inc.,  United Online,  Inc. and KidZtime TV, Inc.; and, Digicom
does  not  own a  controlling  interest  in  any  capital  stock  of  any  other
corporation.  Representations  and  warranties  set forth in Section 2.1 are the
same for Digicom's wholly owned subsidiaries.

         2.6  Authorization of Agreement.  This Agreement has been or will be at
Closing duly and validly authorized, executed and delivered by Digicom.

         2.7 Tax Matters.  On or before Closing,  Digicom will have prepared and
filed with the appropriate United States, state and local governmental agencies,
and all foreign countries and political  subdivisions  thereof,  all tax returns
required  to be filed to the date of Closing;  Digicom  will have paid all taxes
shown on such tax returns to be payable or which have become due pursuant to any
assessment,  deficiency, notice, 30-day letter or similar notice received by it;
and the  provisions  for income taxes  payable in the Balance  Sheets of Digicom
delivered to Ethika are sufficient for all accrued and unpaid taxes,  whether or
not  disputed  and for all  periods to and  including  the date of such  Balance
Sheet.  On or before  Closing,  Digicom will provide true and accurate copies of
all tax returns filed for the last three fiscal  years,  together with a balance
sheet and income  statement as of the date of this Agreement.  The balance sheet
and income statement of Digicom shall be updated through Closing.

         2.8 Financial Statements.  Digicom has delivered, or will deliver prior
to Closing,  to Ethika audited  financial  statements for its most recent fiscal
year ended June 30, 1997 together with audited interim financial  statements for
the six months ended December 31, 1997.  These  financial  statements  have been
prepared in accordance with generally accepted accounting  principles applied on
a basis consistent with that of prior years or periods, are correct and complete
and fairly  present the financial  position and results of operations of Digicom
as of the respective dates and for the periods indicated in such statements. The
Balance  Sheets of Digicom  included in the  statements  make full and  adequate
provisions  for  all   obligations,   liabilities  or  commitments   (fixed  and
contingent)  of Digicom  as of their  respective  dates.  As of the date of such
financial  statements,  Digicom has no  obligations,  liabilities or commitments
(fixed or  contingent)  not  required  to be reserved  against in the  foregoing
financial  statements  or  disclosed  in the notes  thereto in  accordance  with
generally accepted accounting principles,  except the transactions  contemplated
by this Agreement.

         2.9 Material  Contracts.  Digicom is a party to the material  contracts
set forth on Exhibit  2.9.  There has not occurred any default by Digicom or any
event  which with the lapse of time or the  election  of any  person  other than
Digicom, or any combination thereof, will become a default,  except defaults, if
any, which will not result in any material loss to or liability of Digicom.

         2.10 Permits,  Licenses, Etc. Digicom has all permits, licenses, orders
and approvals of federal,  state,  local or foreign  governmental  or regulatory
bodies  that are  required  in order to  permit it to carry on its  business  as
presently conducted.

         2.11  Compliance  with  Applicable  Laws. The conduct by Digicom of its
business  does not  violate or infringe  upon any  domestic  (federal,  state or
local) or foreign law,  statute,  ordinance or regulation now in effect,  or, to
the knowledge of Digicom, proposed to be adopted, the enforcement of which would
materially  and adversely  affect its business or the value of its properties or
assets.
<PAGE>
         2.12 Litigation.  Except as disclosed by Memorandum  attached hereto as
Exhibit 2.12, there is no material claim, action, suit, proceeding, arbitration,
investigation or inquiry pending before any federal, state,  municipal,  foreign
or other court or governmental or administrative  body or agency, or any private
arbitration  tribunal,  or to the  knowledge  of  Digicom  threatened,  against,
relating to or affecting  Digicom or any of its  properties or business,  or the
transactions  contemplated by this Agreement; nor to the knowledge of Digicom is
there  any  basis  for  any  such  material  claim,  action,  suit,  proceeding,
arbitration, investigation or inquiry which may have any adverse effect upon the
assets,  properties or business of Digicom, or the transactions  contemplated by
this Agreement.  Neither Digicom nor any officer,  director, partner or employee
of Digicom, has been permanently or temporarily  enjoined by order,  judgment or
decree  of any  court  or other  tribunal  or any  agency  from  engaging  in or
continuing any conduct or practice in connection with the business engaged in by
Digicom.  There is not in existence at present any order,  judgment or decree of
any court or other tribunal or any agency enjoining or requiring Digicom to take
any  material  action  of any kind or to  Digicom  or its  respective  business,
properties  or assets are subject or bound.  Digicom is not in default under any
order, license, regulation or demand of any federal, state or municipal or other
governmental agency or with respect to any order, writ,  injunction or decree of
any court which would have a materially adverse impact upon Digicom's operations
or affairs.

         2.13 Other  Information.  None of the  information  and documents which
have been furnished or made  available by Digicom or any of its  representatives
to Ethika or any of their  representatives  in connection with the  transactions
contemplated by this Agreement is materially false or misleading or contains any
material misstatements of fact or omits any material fact necessary to be stated
in order to make the statements therein not misleading.

         2.14 Investment  Representation.  With respect to the remaining  Common
Stock not  registered  pursuant to Section 4.4 below,  each Digicom  shareholder
shall sign  representations that the Digicom shareholder is acquiring the shares
of Ethika Common Stock  issuable  hereunder for their own account and agrees not
to distribute  such Shares within the meaning of the Securities Act of 1933 (the
1933 Act) unless an appropriate  registration  statement has been filed with the
SEC, or unless an exemption  from  registration  under the 1933 Act is available
according  to opinion of counsel  for  Ethika;  each such  certificate  shall be
stamped or otherwise  imprinted with the following,  or a substantially  similar
legend:

         "The shares  represented by this  certificate  have not been registered
         under the Securities  Act of 1933 (the "Act") nor any state  securities
         laws.  These  shares may not be  offered  for sale,  sold or  otherwise
         transferred  except  pursuant to an  effective  registration  statement
         under the Act or pursuant to an opinion of counsel acceptable to Ethika
         that an exemption from such registration is available."

         2.15 Shareholder  List. On or before Closing,  Digicom will obtain from
all Digicom shareholders  information and representations that said shareholders
have  sufficient  investment  sophistication  and ability to take the  financial
risks associated with this transaction,  and those representations  contained in
this Section 2.15,  which meet the standards  for  availability  of an exemption
from the  registration  requirements of the 1933 Act, and from the  registration
and/or  qualification  requirements of any other applicable  securities law. The
foregoing  notwithstanding,  the Shares issuable  hereunder may be registered in
the name of, or  transferred  to,  family  members,  trusts  and  other  related
parties.
<PAGE>
                                    ARTICLE 3
                                PLAN OF EXCHANGE

         3.1 The Exchange.  The issued and outstanding shares of common stock of
Digicom shall be converted into shares of Ethika Common Stock as follows:

                  (a) Every four shares of Digicom  Common Stock  outstanding on
         the Closing Date  (26,097,913  total) shall be converted into three (3)
         shares of Ethika  Common  Stock;  or, a total of  19,647,894  shares of
         Ethika  Common  Stock for all of the issued and  outstanding  shares of
         Digicom Common Stock. Ethika shall not issue or exchange any fractional
         shares or interests in the Ethika Common Stock in  connection  with the
         foregoing  conversion.  If any holder of  Digicom  common  stock  would
         otherwise be entitled to a fractional share on exchange of such shares,
         Ethika  shall round the number of shares of the Ethika  Common Stock to
         be issued to such  stockholder  to the  nearest  whole  share  (.50 and
         greater rounded up, .49 and lower rounded down).  The exchanged  Ethika
         Common Stock shall thereupon be validly issued and  outstanding,  fully
         paid, and non-assessable,  and shall not be liable to any further call,
         nor shall the holder  thereof be liable for any further  payments  with
         respect thereto.

                  (b) After the  Closing  Date,  each  holder of an  outstanding
         certificate  which prior thereto  represented  shares of Digicom Common
         Stock shall be entitled,  on surrender thereof,  to receive in exchange
         therefor a certificate or certificates representing the number of whole
         shares of Ethika  Common Stock into which the shares of Digicom  Common
         Stock so  surrendered  shall have been  converted  as aforesaid in such
         denominations  as such holder may request.  Until so surrendered,  each
         such outstanding  certificate (which prior to the Effective Date of the
         exchange  represented  shares of Common Stock of Digicom) shall for all
         purposes  evidence the  ownership of the shares of Ethika  Common Stock
         into  which  such  shares  shall have been  converted;  provided,  that
         dividends or other distributions which are payable in respect of shares
         of Ethika  Common  Stock for which  shares of Digicom  Common Stock are
         exchanged,  shall not be paid to holders of  certificates  representing
         such shares of Digicom Common Stock until such certificates  shall have
         been  surrendered  in exchange  for  certificates  representing  Ethika
         Common Stock. On such surrender,  the holder(s) of such shares shall be
         entitled to receive  such  dividends  or other  distributions,  without
         interest.

                  (c) After the Closing Date,  pursuant to  authorization of the
         post-closing  Ethika Board of Directors,  each holder of an outstanding
         certificate   which  prior  thereto   represented   shares  of  Digicom
         Convertible Preferred Stock shall be entitled, on surrender thereof, to
         receive in exchange  therefor a certificate or certificates of an equal
         number of Ethika Convertible Preferred Stock, convertible to the number
         of whole shares of Ethika  Common  Stock as if the Digicom  Convertible
         Preferred Stock had been converted to Digicom Common stock as if and on
         the closing  date,  and, into which the Digicom  Convertible  Preferred
         Stock so  surrendered  shall have been  converted  as aforesaid in such
         denominations  as such holder may request.  Until so surrendered,  each
         such outstanding  certificate (which prior to the Effective Date of the
         exchange  represented  shares of Digicom  Convertible  Preferred Stock)
         shall for all purposes  evidence the  ownership of the shares of Ethika
         Convertible  Preferred  Stock into which  such  shares  shall have been
         converted;  provided,  that dividends or other  distributions which are
<PAGE>
         payable in respect of shares of Ethika Convertible  Preferred Stock for
         which  shares of Digicom  Convertible  Preferred  Stock are  exchanged,
         shall not be paid to holders of certificates  representing  such shares
         of Digicom  Convertible  Preferred Stock until such certificates  shall
         have been surrendered in exchange for certificates  representing Ethika
         Convertible  Preferred Stock. On such surrender,  the holder(s) of such
         shares   shall  be  entitled  to  receive   such   dividends  or  other
         distributions, without interest.

                  (d) After the  Closing  Date,  each  holder of an  outstanding
         certificate which prior thereto represented an option to acquire shares
         of Digicom  Common Stock shall be entitled,  on surrender  thereof,  to
         receive in exchange therefor a certificate or certificates representing
         an option to acquire the number of whole shares of Ethika  Common Stock
         into which the  shares of Digicom  Common  Stock,  had the option  been
         exercised  as of the date of closing,  would have been so  surrendered,
         and shall have been converted.

         3.2  Closing.  The  Closing of the  transactions  contemplated  by this
Agreement  shall take place on such date as may be agreed  upon by the  parties,
but no later  than March 6, 1998  (herein  called the  "Closing  Date"),  at the
offices of Digicom, 12265 W. Bayaud Ave, 3rd Floor, Lakewood, Colorado 80228, or
such other time and location as the parties may mutually agree.

         3.3 Closing  Events.  At the Closing,  each of the  respective  parties
hereto shall execute,  acknowledge,  and deliver (or shall cause to be executed,
acknowledged,  and delivered) any agreements,  resolutions, or other instruments
required  by this  Agreement  to be so  delivered  at or prior  to the  Closing,
together  with such other items as may be  reasonably  requested  by the parties
hereto and their respective legal counsel in order to effectuate or evidence the
transactions contemplated hereby.

         3.4 Directors of Ethika.  Effective on the execution of this Agreement,
the Board of Directors of Ethika shall consist of the following persons:

         (1)      Dennis Brovarone            (4)      Philip F. Grey
         (2)      Russell Burke               (5)      Jeffrey Evensen
         (3)      Dennis Neilson              (6)      W. Craig Nelson
                                              (7)      William D. Peterson

And the resignations of Marcia Cohen; William  Stubblefield,  Herbert Rogers and
Anthony Spuria are attached hereto as Exhibits 3, 4a, b, c and d.

         3.5  Officers  of  Ethika.  Effective  on  the  Closing  Date  of  this
transaction all existing  executive  officers and employees of Ethika shall have
submitted  their  resignations  effective  on Closing,  and the Board shall have
elected new officers of Ethika to consist of the following persons,  and/or such
other persons as the Ethika board may determine:

                       NAME                           OFFICE

         (1)      Jeffrey Evensen           Chairman of the Board
         (2)      Philip F. Grey            President
         (3)      W. Craig Nelson           Vice President
         (4)      William D. Peterson        Secretary
         (5)      Louis C. Scotti           Treasurer/CFO
         (6)      Wayne Johnson             COO


<PAGE>
                                    ARTICLE 4
                                SPECIAL COVENANTS

         4.1 Due  Diligence.  The parties  hereto shall have up to and including
February , 20, 1998 within which to complete their due diligence  investigations
on the other  party and the  transaction  contemplated  hereunder.  In the event
either party hereto  decides,  in its sole  discretion,  not to proceed with the
Closing based on its due diligence  investigation,  it shall notify the other in
writing on or before 5:00 P.M. Mountain Time, February 23, 1998 of such decision
and this  Agreement,  except  Sections  4.2,  4.4 and 6.11 shall become null and
void, and no liability shall occur to any of the parties herein.

         4.2  Exchange  of  Information.  Each party  shall  cooperate  fully by
exchanging  information requested by the other party in a timely manner. Without
in any manner  reducing or otherwise  mitigating the  representations  contained
herein,  each party and/or its attorneys shall have the opportunity to meet with
the accountants and attorneys of the other party to discuss its respective legal
and  financial  condition  and  this  transaction.  If this  transaction  is not
completed,  all  documents  received by each party and/or its attorney  shall be
returned  to the  other  party and all such  information  so  received  shall be
treated as confidential in accordance with Section 6.11.

         4.3 Conduct of  Business.  Prior to Closing,  Ethika and Digicom  shall
each conduct its business in the normal course,  and shall not sell,  pledge, or
assign any assets, without the prior written approval of the other party, except
in the regular  course of business.  Neither  Ethika or Digicom  shall amend its
Articles of Incorporation or Bylaws, declare dividends,  redeem or sell stock or
other  securities,  incur  additional or  newly-funded  liabilities,  acquire or
dispose of fixed assets,  change  employment  terms,  enter into any material or
long-term  contract,  guarantee  obligations  of  any  third  party,  settle  or
discharge any balance sheet receivable for less than its stated amount, pay more
on any liability  than its stated  amount,  or enter into any other  transaction
other than in the regular course of business and with notice to the other party.

         4.4  Registration  of Shares.  Within  thirty (30) days  following  the
Closing Ethika will file an S-1, or other appropriate registration statement, to
register  for public  resale of five  percent  (5%) of the Ethika  Common  Stock
received by non-affiliated Digicom shareholders pursuant to this Agreement.

                                    ARTICLE 5
                 CONDITIONS PRECEDENT TO OBLIGATIONS OF PARTIES

         5.1 Digicom's Closing Conditions.  The obligations of Digicom hereunder
are subject to  fulfillment  prior to or at the Closing of each of the following
conditions:

                  (a)  Closing  Date.  The  transactions  contemplated  by  this
         Agreement shall be closed on or before March 6, 1998.

                  (b) Shareholder Agreement. A Shareholder Agreement in the form
         attached  hereto as  Exhibit  5.1(b)  shall have been  executed  by the
         Peeper  Group as defined by a Schedule  13D filed with the SEC  whereby
         the Peeper Group and such other Ethika  shareholders as may be party to
         the  agreement,  agree and transfer  their voting rights to Digicom for
         not less than  fifty-one  percent of the  outstanding  common  stock of
         Ethika.
<PAGE>
                  (c) Ethika Shareholder Meeting.  Ethika shall have duly called
         and  held a  Special  Meeting  of its  Shareholders  for the  following
         purposes:

         1.    Ratification  of the  transaction  with  Digicom  for  Digicom to
               become a wholly owned subsidiary of Ethika;
         2.    Eliminate the par value on the authorized common stock;
         3.    Authorize  a class  of  10,000,000  shares  of  preferred  stock,
               issueable in series whose  rights and  preferences  may be set by
               the board of directors prior to issuance;
         4.    Reverse split the outstanding  shares of Ethika Common Stock, one
               new share for every  twenty-two  and one half (22 1/2)  currently
               outstanding  shares, with each fractional share rounded up to the
               next  whole  share and each  stockholders  total  share  position
               rounded up to the next whole multiple of 50;
         5.    Change the name of Ethika to North American Digicom Corporation;
         6.    Authorize the redomicile of Ethika to Delaware or Nevada;
         7.    Elect the  following  persons to the Ethika  board of  directors:
               Philip F. Grey;  Wayne  Johnson;  Louis Scotti;  W. Craig Nelson;
               William  D.  Peterson;   Jeffrey   Evensen  and  two  independent
               directors to be named subsequent to execution of this Agreement.

                  (d)  Representations  and Warranties.  The representations and
         warranties  of Ethika made  pursuant to Article 1 above,  shall be true
         and accurate in all material respects as of the Closing Date.

                  (e) Performance. Ethika shall have performed and complied with
         all  agreements  and  conditions  required  by  this  Agreement  to  be
         performed or complied with by it prior to or at the Closing.

                  (f) No Adverse  Changes.  There shall not have been, since the
         date  of  the  latest  audited  financial  statements  of  Ethika,  any
         undisclosed  materially adverse change in Ethika's financial condition,
         assets, liabilities or business.

                  (g) Opinion of Ethika's  Counsel.  Ethika shall have delivered
         to Digicom an opinion of Ethika's counsel, James H. Neeld III, Attorney
         at Law,  dated the  Closing  Date to the effect  that:  (i) Ethika is a
         corporation duly organized, validly existing and in good standing under
         the laws of the State of Mississippi,  has all requisite power to carry
         on its  business as now being  conducted  and to  execute,  deliver and
         perform this Agreement and to perform its obligations thereunder;  (ii)
         Ethika is duly qualified to do business as a foreign corporation and is
         good standing in each  jurisdiction in which the nature of the business
         conducted by it or the property  owned,  operated or leased by it makes
         such  qualification  necessary;  (iii)  this  Agreement  has been  duly
         authorized by all necessary corporate action on the part of Ethika, has
         been duly executed and delivered by Ethika and  constitutes  the legal,
         valid and binding  obligation of Ethika  enforceable in accordance with
         its terms  except  as  enforceability  thereof  may be  limited  by the
         insolvency  or other laws  affecting  the rights of  creditors  and the
         enforcement  of  remedies;  (iv) Ethika has prepared and filed with the
         SEC all  periodic  reports  required of it under the 1934 Act;  (v) the
         Shares issuable hereunder have been duly authorized and will be validly
         issued;  fully  paid  and  non-assessable  with no  personal  liability
         attaching  to  the  ownership  thereof;  (vi)  neither  the  execution,
         delivery and performance by Ethika of this Agreement, nor compliance by
<PAGE>
         Ethika with the terms and  provisions  hereof,  will conflict  with, or
         result in a breach of the terms,  conditions or provisions  of, or will
         constitute a default under,  the Articles of Incorporation or Bylaws of
         Ethika or any  agreement or  instrument  known to such counsel to which
         Ethika is a party or by which Ethika or any of its properties or assets
         are bound; (vii) there are no actions, suits or proceedings pending or,
         to the knowledge of such counsel,  threatened against Ethika before any
         court or  administrative  agency,  which  have,  in the opinion of such
         counsel, if adversely decided, will have any material adverse effect on
         the business or financial  condition of Ethika or which  questions  the
         validity  of  this  Agreement  or the  Shares  issuable  hereunder.  In
         rendering  his  opinion,  counsel  shall be  allowed to rely on written
         representations  of officers and directors of the Company as to factual
         matters without independent verification thereof.

                  (h)  Due  Diligence.  Digicom  shall  have  completed  and  be
         satisfied with its due diligence  investigation  of Ethika  pursuant to
         Article 4.1.

         5.2 Ethika's  Closing  Conditions.  The obligations of Ethika hereunder
are subject to  fulfillment  prior to or at the Closing of each of the following
conditions:

                  (a)  Closing  Date.  The  transactions  contemplated  by  this
         Agreement shall be closed on or before March 6, 1998.

                  (b) Tender of Digicom Shares. On or prior to the closing date,
         the Digicom  shareholders  shall have  endorsed and tendered to Ethika,
         certificates representing one hundred percent (100%) of the outstanding
         Digicom Common Stock,  Digicom Convertible  Preferred Stock and options
         to acquire Digicom Common Stock.

                  (c) Audited Financial Statements. Digicom shall have delivered
         to Ethika,  audited financial  statements of Digicom and its subsidiary
         through  December  31,  1997.  These  financial  statements  have  been
         prepared in accordance with generally  accepted  accounting  principles
         applied on a basis consistent with that of prior years or periods,  are
         correct and  complete  and fairly  present the  financial  position and
         results of  operations  of Digicom as of the dates and for the  periods
         indicated in such statements.

                  (d)  Representations  and Warranties.  The representations and
         warranties of Digicom made  pursuant to Article 2 above,  shall be true
         and accurate in all material respects as of the Closing Date.

                  (e)  Performance.  Digicom  shall have  performed and complied
         with all  agreements  and  conditions  required by this Agreement to be
         performed or complied with by it prior to or at the Closing.

                  (f) No Adverse  Changes.  There shall not have been, since the
         date  of the  latest  audited  financial  statements  of  Digicom,  any
         materially  adverse change in Digicom's  financial  condition,  assets,
         liabilities or business.
<PAGE>
                  (g) Opinion of Digicom's Counsel. Digicom shall have delivered
         to Ethika,  an  opinion  of  Digicom's  counsel,  William D.  Peterson,
         Attorney at Law, dated the Closing Date to the effect that: (i) Digicom
         is a corporation duly organized,  validly existing and in good standing
         under  the laws of the State of  Colorado  has all  requisite  power to
         carry on its business as now being  conducted  and to execute,  deliver
         and perform this Agreement and to perform its  obligations  thereunder;
         (ii) Digicom is duly qualified to do business as a foreign  corporation
         and is in good standing in each jurisdiction in which the nature of the
         business  conducted by it or the property owned,  operated or leased by
         it makes such  qualification  necessary;  (iii) this Agreement has been
         duly  authorized  by all  necessary  corporate  action  on the  part of
         Digicom,   has  been  duly   executed  and  delivered  by  Digicom  and
         constitutes  the  legal,  valid  and  binding  obligation  of  Digicom,
         enforceable  in  accordance  with its terms  except  as  enforceability
         thereof may be limited by the  insolvency  or other laws  affecting the
         rights of creditors and the  enforcement of remedies;  (iv) neither the
         execution,  delivery and performance by Digicom of this Agreement,  nor
         compliance  by  Digicom  with the terms  and  provisions  hereof,  will
         conflict  with,  or  result  in a breach of the  terms,  conditions  or
         provisions  of, or will  constitute  a default  under,  the Articles of
         Incorporation or Bylaws of Digicom or any agreement or instrument known
         to such counsel to which  Digicom is a party or by which Digicom or any
         of its properties or assets is bound;  (v) there are no actions,  suits
         or proceedings pending or, to the knowledge of such counsel, threatened
         against Digicom before any court or  administrative  agency,  which, in
         the  opinion  of such  counsel,  if  adversely  decided,  will have any
         material  adverse  effect on the  business or  financial  condition  of
         Digicom or which questions the validity of this Agreement. In rendering
         their   opinion,   counsel   shall  be   allowed  to  rely  on  written
         representations  of officers and directors of the Company as to factual
         matters without independent verification thereof.

                                    ARTICLE 6
                                  MISCELLANEOUS

         6.1 Expenses and Further Assurances. The parties hereto shall each bear
their respective costs and expenses incurred in connection with the transactions
contemplated by this  Agreement.  Each party hereto will use its best efforts to
provide  any and all  additional  information,  execute  and deliver any and all
documents or other written  material,  and perform any and all acts necessary to
carry-out the intent of this Agreement.

         6.2 Survival of Representations,  Warranties and Covenants.  All of the
representations,  warranties and covenants made as of the date of this Agreement
and as of Closing, shall survive the closing of this transaction.

         6.3 Successors and Assigns. All representations,  warranties, covenants
and  agreements in this  Agreement  shall be binding upon and shall inure to the
benefit of the  parties  hereto  and their  respective  heirs,  representatives,
successors and assigns whether so expressed or not.

         6.4 Governing Law. This Agreement is to be governed by and  interpreted
under the laws of the State of Colorado, without giving effect to the principles
of conflicts of laws thereof.
<PAGE>
         6.5 Notices. All notices,  requests,  consents and other communications
hereunder shall be in writing and shall be deemed to have been duly given (a) on
date of delivery  if  delivered  personally  or (b) on the fifth day after being
sent by certified  mail,  return  receipt  requested,  with  postage  prepaid as
follows:

         If to Ethika addressed to:      Dennis Brovarone
                                         Ethika Corporation
                                         107 The Executive Center
                                         Hilton Head Island, SC 29928

         If to Digicom, addressed to:    Philip F. Grey
                                         North American Digicom Corporation
                                         12265 W. Bayaud Ave., 3rd Floor
                                         Lakewood, CO 80228

         6.6 Section and Other  Headings.  The section and other headings herein
contained  are for  convenience  only and shall not be construed as part of this
Agreement.

         6.7  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts and each counterpart shall constitute an original  instrument,  but
all such separate counterparts shall constitute but one and the same instrument.

         6.8 Entire Agreement.  This Agreement  constitutes the entire agreement
between the parties hereto and supersedes all prior  agreements,  understandings
and  arrangements,  oral or written,  between the parties hereto with respect to
the subject matter hereof. This Agreement may not be amended or modified, except
by a written agreement signed by all parties hereto.

         6.9  Severability.  Any term or  provision of this  Agreement  which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction,  be
ineffectual  to the  extent  of  such  invalidity  or  unenforceability  without
rendering  invalid or  unenforceable  the remaining terms and provisions of this
Agreement or affecting  the  validity or  enforceability  of any of the terms or
provisions of this Agreement in any other jurisdiction.

         6.10  Arbitration.  Disputes  between the parties hereto  regarding the
subject matter of this Agreement, if any, shall be resolved by an arbitration in
Denver,  Colorado conducted by the American  Arbitration  Association;  and, any
arbitration  award entered shall be final and  conclusive  upon the parties with
the  prevailing  party  entitled  to  costs  and  reasonable  attorney  fees  in
connection with such arbitration, and the enforcement of an arbitration award.

         6.11  Confidentiality.  Each party hereto agrees with the other parties
that, unless and until this Agreement has been  consummated,  or for a period of
one (1) year from the date of this Agreement if the transaction  contemplated by
this  Agreement  is not  consummated,  it and its  representatives  will hold in
strict  confidence all data and  information  obtained with respect to the other
party from any representative,  Officer, Director or employee, or from any books
or records or from personal  inspection,  of such other party, and shall not use
such data or  information  or disclose  the same to others,  except:  (i) to the
extent such data or information has theretofore  been publicly  disclosed,  is a
matter of public knowledge or is required by law to be publicly  disclosed;  and
(ii) to the extent that such data or  information  must be used or  disclosed in
order to consummate the transactions contemplated by this Agreement.
<PAGE>

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

         ETHIKA CORPORATION


     By:______________________________
         Dennis Brovarone, President pro tem


     By:______________________________
         David Williams, Secretary

         NORTH AMERICAN DIGICOM CORPORATION


     By:______________________________
         Philip F. Grey, President


     By:______________________________
         William D. Peterson, Secretary
<PAGE>
                                                                       (4)(2)(2)

                             MEMORANDUM OF AGREEMENT


         This Memorandum of Agreement is executed this 3rd Day of March, 1998 by
Ethika  Corporation  (Ethika) and North American Digicom  Corporation  (Digicom)
with  reference  to and by  way of  amendment  to  the  Agreement  and  Plan  of
Reorganization (the Reorganization Agreement) entered into by Ethika and Digicom
on or about January 26, 1998.

         In  consideration of the  Reorganization  Agreement and the performance
rendered pursuant thereto, Ethika and Digicom agree as follows:

         1. Ethika and Digicom agree that Section 3.2 and Section  5.1(a) of the
Reorganization Agreement are hereby amended to require Closing on or before June
30, 1998.

         2. With  reference  to  Section  1.5 of the  Reorganization  Agreement,
Digicom  consented  to the  sale  of  Ethika's  Text  Retrieval  Systems,  Inc.,
subsidiary and consents to the proposed sales of Ethika's  Compass Data Systems,
Inc., and Legislative Information Systems, Inc.

         3. With  reference to Section 4.1,  Ethika and Digicom  agree they have
completed  their  due  diligence  and  that  the  Reorganization   Agreement  is
irrevocable  and binding  subject  only to the Closing  Conditions  set forth in
Article 5 of the Reorganization Agreement.

         4. Ethika and Digicom  agree that the $425,000  which Ethika has loaned
to Digicom  shall be secured by the  assets  and  receivables  of Digicom  until
Closing of the Reorganization Agreement.

         5. All other terms and conditions of the  Reorganization  Agreement not
specifically  modified by this  Memorandum of Agreement are  reaffirmed as valid
and in full force and effect.


ETHIKA CORPORATION                            NORTH AMERICAN DIGICOM CORPORATION





Dennis Brovarone, President                  Philip F. Grey, President
<PAGE>

                                                                       (4)(2)(3)

                             VOTING TRUST AGREEMENT

         THIS  AGREEMENT is made the 16 day of March,  1998,  by and between the
individuals  and business  entities  signing below  (hereinafter  referred to as
"Stockholders"),  and Philip F. Grey, Trustee,  and his successor and successors
in the Trust, (hereinafter collectively referred to as "Voting Trustee"):

                              EXPLANATORY STATEMENT

         A. Ethika Corporation.  (hereinafter referred to as "Corporation") is a
Mississippi corporation.

         B.  Stockholders  are the owners and  holders of certain  shares of the
capital stock of the Corporation issued and outstanding and entitled to vote and
as set forth by their names below(hereinafter referred to as the "Shares").

         C.  Stockholders deem it to be in the best interest of the Stockholders
and  Corporation to have the Shares voted during the term of the Voting Trust by
Voting Trustee.

         NOW, THEREFORE,  Stockholders,  in consideration of the mutual promises
of the other  Stockholders  and the  Voting  Trustee  and in order to assure the
voting of the Shares by Voting Trustee does hereby transfer the voting rights of
the Shares to Voting  Trustee for the  purpose of vesting in Voting  Trustee the
right to vote thereon and to act in respect thereof until the day after the next
special or annual meeting of the shareholders of the Corporation or for a period
not to exceed one (1) year, upon the following terms and conditions:

         FIRST:   Stockholders  agree  immediately  to  irrevocably  assign  and
transfer to Voting  Trustee the voting  rights of the Shares set opposite  their
respective  signature hereto,  for the purpose of vesting in Voting Trustee,  as
Trustee  of an  active  trust,  the  right to vote  thereon  and act in  respect
thereof,  until  the day  after  the  next  special  or  annual  meeting  of the
shareholders  of the  Corporation  or for a period of one (1) year from the date
hereof,  subject to earlier  termination  by the  Trustee  pursuant to the terms
hereof.

         SECOND:   Upon  execution  of  this  Voting  Trust  Agreement  by  each
Stockholder,  each Stockholder shall surrender their  certificates to the Voting
Trustee for the term of this Agreement.

         THIRD:  This Agreement shall terminate,  on the date following the next
special or annual meeting of the shareholders of the Corporation or one [1] year
from date of Agreement  which ever occurs first,  without notice by or action of
the Voting  Trustee;  but,  at any earlier  time,  it may be  terminated  by the
written action of the Voting Trustee,  in his/ her uncontrolled  discretion,  by
signing a  declaration  to that  effect  and  sending a copy of the same to each
registered holder of voting trust  certificates  issued hereunder.  On the first
day following the next special or annual  meeting of  Shareholders  or March 13,
1999,  or upon the earlier  termination  of this  Agreement as above  specified,
Voting  Trustee,   shall  deliver  the  proper  certificates  of  stock  of  the
Corporation  to the  appropriate  Stockholders  and  thereupon  all liability of
Voting  Trustee,  or his  successors,  or successor,  or of any of them, for the
delivery of said stock certificates shall cease and terminate.
<PAGE>
         FOURTH:  Until  the  actual  transfer  of  stock  certificates  to  the
Stockholders  upon  termination of this  Agreement,  the Voting Trustee shall in
respect  of any  and all of the  stock  held by him  hereunder,  possess  and be
entitled to exercise the right to vote thereon for every  purpose,  in person or
by proxy and to consent to any lawful  corporate act of  Corporation,  as though
absolute  owner of said stock,  it being  expressly  agreed that no voting right
shall remain with the  Stockholders by or under this  Agreement,  or by or under
any other  agreement,  express or implied.  Voting Trustee agrees to vote in the
affirmative for the matters to be set before the shareholders of the Corporation
as called for by the  Agreement  and Plan of  Reorganization  by and between the
Corporation and North American Digicom  Corporation dated as of January 27, 1998
which is herein incorporated by reference. Any person acting as a Voting Trustee
under this Agreement may,  directly or indirectly,  transact any lawful business
with the  Corporation,  notwithstanding  his position as Voting Trustee.  Voting
Trustee may also serve as director and  compensated  officer of the  Corporation
and may vote for himself,  as such. At the next special or annual meeting of the
shareholders  of Corporation  the Voting Trustee may vote or act in person or by
proxy to any other person whether or not such other person is a Voting  Trustee,
and any person  acting as a Voting  Trustee  may give a power of attorney to any
other person, whether or not such other person is acting as a Voting Trustee, to
sign for him/her in case of action  taken in writing  without a meeting.  Voting
Trustee may adopt his/her own rules of procedure and may vote as  stockholder of
the Corporation in person or by proxy. Voting Trustee as hereinbefore  provided,
the person acting

         FIFTH:  In the  event of the  death,  resignation  or  other  permanent
inability  to serve as Voting  Trustee of the said  Philip F.  Grey,  then Louis
Scotti shall serve as successor  Voting Trustee,  and in the event of the death,
resignation,  inability or refusal to serve as Voting  Trustee of Louis  Scotti,
then, anything contained herein to the contrary notwithstanding,  this Agreement
shall cease and terminate  without notice by or action of such successor  Voting
Trustee.  Such  successor  shall serve for the  unexpired  term in the place and
stead of the prior Voting Trustee, as above provided, and the authority, powers,
duties,  obligations,  and limitations of the said original Voting Trustee shall
devolve upon such  successor  with the same effect as if such successor had been
the person named as original Voting Trustee.  The successor of any person acting
as Voting Trustee shall, by written agreement, undertake the performance of this
voting trust in accordance with its terms.

         SIXTH: The person acting as Voting Trustee shall not be entitled to any
compensation for his services as such.

         SEVENTH: 1. The term "Corporation",  for the purposes of this agreement
and of  all  rights  hereunder,  including  the  issue  and  delivery  of  stock
certificates,   shall  be  taken  to  mean  Ethika  Corporation,  a  Mississippi
corporation, or any corporation successor to it.

                  2. Each and all of the terms and  provisions of this agreement
shall be and are  hereby  made  binding  upon  the  Stockholders,  their  heirs,
personal representatives, guardians and assigns.

                  3.  Voting  Trustee  shall  have no duty to hold  meetings  of
Stockholders  who are  signatories to this Agreement but he shall be entitled to
do so  if  he  wishes.  Ten  days'  written  notice  of  every  meeting  of  the
Stockholders who are signatories  shall be given and such notice shall state the
place,  day  and  hour  and  the  purpose,  if any,  of  such  meeting,  but any
<PAGE>
Stockholder may waive such notice in writing, either before or after the holding
of the meeting.  No notice of any  adjourned  meeting need be given.  Every such
meeting  shall be held in the State of Colorado at a place  designated by Voting
Trustee.  The failure to hold meetings  shall not in any manner or degree impair
or reduce the authority of Voting Trustee hereunder.

                  4.  All  notices  to be  given  to the  Stockholders  who  are
signatories may be given by mailing the same at their addresses as the same last
given to the Voting Trustee, and any notice, mailed as herein provided, shall be
taken as though  personally  served on all the Stockholders who are signatories,
and such  mailing  shall be the  only  notice  required  to be given  under  any
provisions of this agreement.

                  5. This agreement  shall be filed with Voting  Trustee,  and a
duplicate hereof shall be filed in the principal office of Corporation.

         EIGHTH:  Philip F. Grey, as Voting  Trustee,  hereby  accepts the above
trust,  subject  to  all  of  the  terms,  conditions  and  reservations  herein
contained, and agrees that he will exercise the powers and perform the duties of
Voting Trustee as herein set forth, according to his best judgment.
<PAGE>

         IN WITNESS  WHEREOF,  this agreement is executed as of the day and year
first above mentioned.

WITNESS:

                                                  (SEAL)
                                                  Philip F. Grey, Voting Trustee

ARGERE HOLDINGS, S.A.
420,000 Shares

Alfred Peeper, Director

EUR-AM, B.V.
461,000 Shares

Alfred Peeper, Director


LA ROCHE HOLDINGS, S.A.
902,500 Shares

Jacques Benzeno, Director
and or Alfred Peeper, pursuant to Power of Attorney

LA SALLE INVESTMENT, LTD.
7,997,829 Shares

Jean Claude Roder, Director

RIAL EQUITY GROUP, S.A.
600,000 Shares


Beverly Y. Hunt, Director
and or Alfred Peeper, pursuant to Power of Attorney
<PAGE>

                                                                       (4)(2)(4)


                         Financial Statements and Report
                                       of
                    Independent Certified Public Accountants

                                 North American
                               Digicom Corporation

                               December 31, 1997,
                             June 30, 1997 and 1996



<PAGE>
Board of Directors
North American Digicom Corporation

We have audited the accompanying  consolidated  balance sheets of North American
Digicom  Corporation and subsidiaries as of December 31, 1997, June 30, 1997 and
1996,  and the related  consolidated  statements  of  operations,  stockholders'
equity and cash flows for each of the periods ended December 31, 1997,  June 30,
1997 and 1996. These consolidated financial statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We  conducted  our audits  with  generally  accepted  audited  standards.  Those
standards  require  that we plan and  perform  the  audit to  obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement. An audit includes, examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the  financial  position of North  American
Digicom  Corporation and subsidiaries as of December 31, 1997, June 30, 1997 and
1996,  and the results of their  operations and their cash flows for each of the
periods ended  December 31, 1997,  June 30, 1997 and 1996,  in  conformity  with
generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note K to the
consolidated financial statements, the Company has incurred a loss of $1,526,791
for the six months ended December 31, 1997, and has a working capital deficit of
approximately $2,500,000. As a result, sufficient equity and debt financing must
be obtained to fund obligations until successful operations are attained.  These
matters raise  substantial  doubt about the  Company's  ability to continue as a
going  concern.  The  consolidated  financial  statements  do  not  include  any
adjustments that might result from the outcome of this certainty.



Englewood, Colorado
February 14, 1998
<PAGE>
<TABLE>
<CAPTION>
                                          North American Digicom Corporation
                                             Consolidated Balance Sheets


                                                                     December 31,                   June 30,
                                                                    -------------     ------------------------------
                                                                         1997              1997              1996
                                                                    ------------      ------------      ------------
<S>                                                                 <C>               <C>               <C>     
Assets
Current assets:
    Cash                                                            $    250,538      $     45,650      $      4,683
    Accounts receivable, net of allowance for doubtful
      Accounts of $30,000 at December 31, 1997                         6,200,784            89,044              --   
    Receivables from related parties                                   1,761,037              --                --   
    Prepaid expenses                                                   1,039,276            85,069              --   
                                                                    ------------      ------------      ------------

                   Total Current Assets                                9,251,635           219,763             4,683
                                                                    ------------      ------------      ------------

    Property, Plant and Equipment, at cost:
       Telephony equipment                                             1,723,293         1,306,789              --   
       Furniture and other equipment                                     691,284            81,880            47,292
                                                                    ------------      ------------      ------------

                                                                       2,414,577         1,388,669            47,292
       Accumulated depreciation                                          253,683            35,639              --   
                                                                    ------------      ------------      ------------

                                                                       2,160,894         1,353,030            47,292
                                                                    ------------      ------------      ------------

Other Assets:
       Computer software under development                                56,146            31,333              --   
       Excess of purchase price over net assets of businesses
         Acquired, net of accumulated amortization of
         $226,878 at December 31, 1997                                 6,604,796           753,552              --   
                                                                    ------------      ------------      ------------

                                                                       6,660,942           784,885              --
                                                                    ------------      ------------      ------------

                   Total Assets                                     $ 18,073,471      $  2,357,678      $     51,975
                                                                    ============      ============      ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                          North American Digicom Corporation
                                             Consolidated Balance Sheets
                                                     (continued)


                                                                     December 31,                   June 30,
                                                                    -------------     ------------------------------
                                                                         1997              1997              1996
                                                                    ------------      ------------      ------------
<S>                                                                 <C>               <C>               <C>     
Liabilities and Stockholders' Equity
Current Liabilities:
     Accounts payable                                               $  1,493,524      $    294,896      $       --   
     Payables to related parties                                       3,802,674           300,289            55,000
     Note payable line of credit                                          49,900            49,900              --   
     Current maturities of long-term obligations                         380,646           203,001              --   
     Deferred revenue                                                  5,823,983              --                --   
     Accrued expenses                                                    221,834            83,522              --   
                                                                    ------------      ------------      ------------

                   Total Current Liabilities                          11,772,561           931,608            55,000
                                                                    ------------      ------------      ------------

Long-term Obligations, less current maturities                         1,242,938           994,806              --
                                                                    ------------      ------------      ------------

Stockholders' Equity
    Preferred stock, $100 par value; authorized
      10,000,000 shares                                                  435,000              --                --   
    Common stock, no par value; authorized
      50,000,000 shares                                                6,891,969         1,173,470             5,000
    Accumulated deficit                                               (2,268,997)         (742,206)           (8,025)
                                                                    ------------      ------------      ------------

                   Total Stockholders' Equity                          5,057,972           431,264            (3,025)
                   Total  Liabilities and Stockholders Equity       $ 18,073,471      $  2,357,678      $     51,975
                                                                    ============      ============      ============

                                                          
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                             North American Digicom Corporation
                            Consolidated Statements of Operations


                                              Six months         Year          Inception
                                             period ended        Ended       (December 27,
                                                                                 1995)
                                             December 31,      June 30,    through June 30,
                                                1997            1997           1996
                                            -----------      ----------      ----------
<S>                                         <C>              <C>             <C>
Revenue                                     $ 2,467,540      $  134,309      $       --
                                            -----------      ----------      ----------

Costs and Expenses:
     Cost of sales                            1,652,394         185,380            --
     Selling and development expenses           283,261          52,093            --
     General and administrative expenses      1,824,778         537,281           8,025
                                             ----------      ----------      ----------

            Total Costs and Expenses          3,760,433         774,754           8,025
                                             ----------      ----------      ----------

Operating loss                               (1,292,893)       (640,445)         (8,025)
                                             ----------      ----------      ----------

Other income (expense)
     Interest expense                          (235,746)        (98,880)           --
     Other income                                 1,848           5,144            --
                                             ----------      ----------      ----------

                                               (233,898)        (93,736)           --
                                             ----------      ----------      ----------

Income taxes                                       --              --              --
                                             ----------      ----------      ----------

                   Net Loss                 $(1,526,791)     $ (734,181)     $   (8,025)
                                            ===========      ==========      ==========
</TABLE>
The Accompanying notes are an integral part of these statements.
<PAGE>
<TABLE>
<CAPTION>
                                  North American Digicom Corporation
                                 Consolidated Statements of Cash Flows


                                                    Six months          Year            Inception
                                                    period ended        Ended          (December 27,
                                                                                            1995)
                                                    December 31,        June 30,      through June 30,
                                                       1997               1997              1996
                                                    -----------      -----------      -----------
<S>                                                 <C>              <C>              <C>
Cash flows from operating activities
     Net loss                                       $(1,526,791)     $  (734,181)     $    (8,025)
     Adjustments to reconcile net
       cash provided (used) by
       operating activities:
        Depreciation and amortization                   410,610           35,639             --
        Common stock issued for services,
          interest and other expenses                   470,876           53,720            5,000
        Payment of interest and other
          expenses by increase in note payable             --             53,834             --

     Changes in assets and liabilities:
        Increase in accounts receivable              (6,107,951)         (88,829)            --
        Increase in receivables from
          related parties                               (21,324)
        Increase in prepaid expenses                   (317,067)         (56,200)            --
        Increase in accounts payable                    735,883          286,183             --
        Increase in payables to related parties         664,639             --               --
        Increase in deferred revenue                  4,894,955             --               --
        Increase in accrued expenses                    114,988           83,522             --
                                                    -----------      -----------      -----------

     Net cash used by operating activities             (681,182)        (366,312)          (3,025)
                                                    -----------      -----------      -----------

Cash flows from investing activities:
     Capital expenditures                              (221,363)         (89,388)         (47,292)
                                                    -----------      -----------      -----------

     Net cash used by investing activities             (221,363)         (89,388)         (47,292)
                                                    -----------      -----------      -----------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                  North American Digicom Corporation
                                 Consolidated Statements of Cash Flows
                                              (continued)


                                                    Six months          Year            Inception
                                                    period ended        Ended          (December 27,
                                                                                            1995)
                                                    December 31,        June 30,      through June 30,
                                                       1997               1997              1996
                                                    -----------      -----------      -----------
<S>                                                 <C>              <C>              <C>
Cash flows from financing activities:
     Issuance of preferred stock                        435,000             --               --
     Issuance of common stock                           105,500          242,250             --
     Proceeds from line of credit                          --             49,900             --
     Loans from related parties                       1,308,809          438,165           55,000
     Repayments to related parties                     (669,234)        (200,712)            --
     Payments on capital lease obligations              (72,984)         (51,738)            --
     Prepayment on capital lease obligation                --            (26,845)            --
     Cash balance of business acquired by
       issuance of common stock                             342           45,647             --
                                                    -----------      -----------      -----------

     Net cash provided by financing activities        1,107,433          496,667           55,000
                                                    -----------      -----------      -----------

Increase in cash                                        204,888           40,967            4,683

Cash
     Beginning of period                                 45,650            4,683             --
                                                    -----------      -----------      -----------

     End of period                                  $   250,538      $    45,650      $     4,683
                                                    ===========      ===========      ===========

</TABLE>
<PAGE>
                       North American Digicom Corporation
                          Notes to Financial Statements
                    December 31, 1997, June 30 1997 and 1996

Note A----Organization and Summary of Significant Accounting
          Policies

Nature of Operations
NAD develops,  markets and sells  nationwide long distance  telephone  services,
primarily to business customers and wholesalers.  The Company's products include
long distance telephone service and prepaid calling cards. UOL develops, markets
and sells nationwide Internet services.  The Company's products include Internet
dial-up connections and virtual marketplace shopping. KTV develops,  markets and
sells nationwide  television and Internet  programming  directed towards meeting
the  needs of  parents  and  children  for  nonviolent,  safe,  educational  and
entertaining  programming.  KTV has sold licenses to companies  (eighty  markets
nationwide) to allow for the broadcasting of their programming.

Principles of Consolidation
The consolidated  financial statements of North American Digicom Corporation and
subsidiaries  ("the  Company")  include  the  accounts  of its two  wholly-owned
subsidiaries  United  Online,  Inc.("UOL")  and Kidztime TV, Inc.  ("KTV").  All
significant  intercompany  accounts and transactions  have been  eliminated.  As
described  in Note B, UOL was  acquired on June 30, 1997 and KTV was acquired on
October 20, 1997.

Revenue Recognition
Revenues are recognized when earned. For telephone operations,  deferred revenue
represents  amounts billed to customers for prepaid calling cards which have not
yet been used.  Revenue is recognized based on usage by customers.  A portion of
television  license revenue is deferred to properly match programming costs with
revenue.  For other products and services,  revenue is recognized  when products
are delivered or services are rendered to customers.

Property and Equipment
Property  and  equipment  are  stated  at cost  less  accumulated  depreciation.
Depreciation is provided using the straight-line method.  Estimated useful lives
are five years for telephony equipment,  and seven years for furniture and other
equipment.

Other Assets
Excess of purchase price over net assets of businesses acquired  ("goodwill") is
amortized  on the  straight-line  method  over the  estimated  periods of future
demand for the products acquired.  Goodwill related to the acquisition of UOL is
being amortized over three years and goodwill  related to the acquisition of KTV
is being amortized over ten years.
<PAGE>
                       North American Digicom Corporation
                          Notes to Financial Statements
                    December 31, 1997, June 30, 1997 and 1996

Note A----Organization and Summary of Significant Accounting
          Policies, continued

The Company capitalizes  certain software  development and production costs once
technological  feasibility has been achieved  pursuant to Statement of Financial
Accounting Standards No. 86, Accounting for the Costs of Computer Software to be
Sold,  Leased or Otherwise  Marketed.  Software  costs were  capitalized  in the
amount of  $31,333  during  the year  ended  June 30,  1997 and in the amount of
$24,861  during the six month  period ended  December 31, 1997.  The software is
expected  to be placed in service  during the first  quarter of 1998 and will be
amortized  based upon the  straight-line  method over an estimated life of three
years.

Income Taxes
Income taxes include provisions for temporary  differences  between earnings for
financial  reporting  purposes and  earnings  for income tax purposes  under the
guidelines of Statement of Financial  Accounting  Standards No. 109,  Accounting
for Income Taxes.

Use of Estimates
The preparation of financial  statements in accordance  with generally  accepted
accounting principles requires the use of certain estimates.  Actual results may
differ from those estimates.

Advertising
The  Company  expenses  advertising  costs  as they  are  incurred.  Advertising
expenses were $91,517,  $127,472 and $7,470 for the periods ending  December 31,
1997, June 30, 1997 and June 30, 1996, respectively.

Statement of Cash Flows
For purposes of the  statement of cash flows,  the Company  considers all highly
liquid debt instruments  purchased with a maturity of three months or less to be
cash equivalents.

Note B----Business Acquisitions

Both acquisitions  recognized in these financial  statements have been accounted
for under the  purchase  method.  The  results  of  operations  of the  acquired
businesses are included in the consolidated  financial statements from the dates
of acquisition.  These  acquisitions have been structured to qualify as tax-free
reorganizations.
<PAGE>
                       North American Digicom Corporation
                          Notes to Financial Statements
                    December 31, 1997, June 30, 1997 and 1996

Note B----Business Acquisitions, continued

On June 30, 1997, the Company  acquired 100% of the outstanding  stock of UOL by
issuance of 1,675,000  shares of common  stock.  The purchase  price of $837,500
plus the liabilities  assumed exceeded the fair value of the tangible assets and
identifiable  intangible  assets by  $753,552  which is being  amortized  over a
period of three years.

On October 20, 1997, the Company acquired 100% of the outstanding  capital stock
of KTV by issuance of 5,142,123  share of common  stock.  The purchase  price of
$5,142,123 plus the liabilities  assumed exceeded the fair value of the tangible
assets and identifiable intangible assets by $6,078,122 which is being amortized
over a period of ten years.

The  following  unaudited  pro forma  consolidated  results  of  operations  are
presented  as if the  acquisition  of UOL had  occurred  on July 1, 1995 and the
acquisition of KTV on July 1, 1996.  The unaudited pro forma  information is not
necessarily  indicative of either the results of operations that would have been
made  during  the  periods  presented  or the  future  results  of the  combined
operations.
<TABLE>
<CAPTION>
                                      Six month period ended
                                        ended December 31,                     Year ended June 30,
                                              1997                        1997                1996
                                              ----                        ----                ----
<S>                                        <C>                         <C>                 <C>
Net sales                                  $4,525,172                  $6,093,255          $  42,071
Net loss                                    1,732,468                   2,203,718            333,452
</TABLE>

Note C----Line of Credit

The Company has a line of credit for $50,000 with a local bank. The  outstanding
balance at December 31, 1997, and June 30, 1997 was $49,900 and interest at 1.5%
over prime rate (10.5% effective rate at December 31, 1997 and June 30, 1997) is
paid monthly. The line of credit expires on January 8, 1998, and the Company has
applied for renewal.  The line of credit is  collateralized  by assets of one of
the officer/shareholders.
<PAGE>
                       North American Digicom Corporation
                          Notes to Financial Statements
                    December 31, 1997, June 30, 1997 and 1996

Note D---Long Term Obligations

The following is an analysis of the leased  equipment  under  capital  leases by
major classes.
<TABLE>
<CAPTION>

                                      December 31,                 June 30,
                                         1997                  1997          1996
                                     -----------           -----------     -------
<S>                                   <C>                   <C>            <C>
Telephone equipment                   $1,695,748            $1,249,545     $    --
Less: Accumulated depreciation           182,785                31,841          --
                                     -----------           -----------     -------
                                      $1,512,963            $1,217,704     $    --
                                      ==========            ==========     =======
</TABLE>

Amortization  of leased  equipment  is included  in general  and  administrative
expense.

The  following is a schedule by years of future  minimum  lease  payments  under
capital  leases  together  with  the  present  value  of the net  minimum  lease
payments:
<TABLE>
<CAPTION>


                                              December 31,                 June 30,
                  Due Within                      1997               1997            1996
                  ----------                 -----------        ------------        ------ 
<S>                                          <C>                <C>                 <C>
                    1 year                   $   579,650        $    335,441        $   --
                    2 years                      508,007             334,129            --
                    3 years                      440,263             332,162            --
                    4 years                      420,714             326,257            --
                    5 years                      121,982             244,693            --
                                              ----------        ------------         -----

Total minimum lease payments                   2,070,616           1,572,682            --

Less: Amounts representing interest              451,590             374,875            --
                                              ----------        ------------         -----
Present value of net minimum
     lease payments                           $1,619,026        $  1,197,807        $   --
                                              ==========        ============         =====
</TABLE>
<PAGE>
                       North American Digicom Corporation
                          Notes to Financial Statements
                    December 31, 1997, June 30, 1997 and 1996


Note D---Long Term Obligations, continued 

(A) Imputed  interest  rates of 12% were used to calculate  the present value of
the leases. (B) Reflected in the balance sheet as:
<TABLE>
<CAPTION>

                                          December 31,             June 30,
                                             1997            1997         1996
                                          ----------     ----------     --------
<S>                                       <C>            <C>            <C> 
Current maturities of long-term           $  380,646     $  203,001     $   --
      obligations
Long-term obligations, net of
      current portion                      1,238,380        994,806         --
                                          ----------     ----------     --------

         Total                            $1,619,026     $1,197,807     $   --
                                          ==========     ==========     ========
</TABLE>
 
Note E----Related Party Transactions

The  Company  has loans  from  shareholders,  directors  and  officers  who have
assisted the company in meeting its financial commitments, as follows:
<TABLE>
<CAPTION>
                                                        December 31,                 June 30,
                     Loans                                  1997                1997           1996
                     -----                                  ----                ----           ----
<S>                                                     <C>               <C>                <C>
Loans                                                   $1,290,809        $   391,350        $55,000
Repayments                                                 595,214            148,763             --
Payables to related parties                                641,385            297,587         55,000
Interest expense:
   Paid in cash                                             36,388              3,163             --
   Stock issued in lieu                                     18,546             23,475             --
</TABLE>
<PAGE>
                       North American Digicom Corporation
                          Notes to Financial Statements
                    December 31, 1997, June 30, 1997 and 1996

Note E----Related Party Transactions, continued 

The Company has had  transactions  with other  companies  related through common
ownership as follows:
<TABLE>
<CAPTION>
                                                                   December 31,
                                                                       1997
                                                                  -------------
<S>                                                               <C>     
Capital Funding and Financing Group, Inc.:
    Purchase of furniture and equipment                           $    215,376
    Loans                                                              637,500
    Repayments                                                         249,772
    Balance with KTV at date of acquisition                          1,836,966
    Receivables from related parties at December 31, 1997         $  1,233,882

Kidztime TV Management Group, Inc.:
    Sale of furniture and equipment                               $     88,150
    Due for development of promotional program                         250,000
    Loans                                                                5,000
    Repayments                                                          97,500
    Balance with KTV at date of acquisition                         (2,080,000)
    Payables to related parties at December 31, 1997              $ (2,323,650)
</TABLE>


The  receivable  from  Capital  Funding  has  been   collateralized   by  former
shareholders of Kidztime TV, Inc., with their stock in the Company.
<PAGE>
                       North American Digicom Corporation
                          Notes to Financial Statements
                    December 31, 1997, June 30, 1997 and 1996

Note E----Related Party Transactions, continued

KTV has eighty  affiliates  (formed as LLC's) nationwide who are licensed to air
KTV's  programming  on local cable  channels.  These  affiliates  were organized
through efforts of Capital Funding and Financing Group,  Inc. and participate in
promotional  programs  such as the  Kidztime  Challenge.  The license  agreement
provides that programming is provided free to the affiliates,  but they must pay
for their own local access costs and satellite  transmission.  KTV contracts for
these services on behalf of these  affiliates.  As a result,  funds are advanced
for the affiliates and advances to KTV occur, as follows:

                                                               December 31,
                                                                   1997
                                                               ------------
 
Kidztime Affiliate LLC's
    Billings for renewal license fees                            $440,000
    Payments to affiliates                                        114,914
    Charges for satellite transmission                             89,160
    Amounts received from related parties                         559,071

    Balances with KTV at December 31, 1997
      Receivables from related parties                           $527,155
      Payables to related parties                                 837,639


Note F----Income Taxes

The  Company  files a  consolidated  federal  and state  income  tax  returns as
required by the applicable income tax laws.

Net deferred tax assets from continuing operations consist of the following:
<TABLE>
<CAPTION>


                                            December 31,             June 30,
                                               1997            1997           1996
                                             ---------      ---------      ---------
<S>                                          <C>            <C>            <C>
Deferred tax assets
    Amortization of goodwill                 $  33,571      $    --        $    --
    Allowance for bad debts                      7,500           --             --
    Net operating loss carryforwards           515,345        186,345          2,006
                                             ---------      ---------      ---------
                                               556,416        186,345          2,006
Valuation allowance                           (556,416)      (186,345)        (2,006)
                                             ---------      ---------      ---------

Net deferred tax asset                       $    --        $    --        $    --
                                             =========      =========      =========
</TABLE>
<PAGE>
                       North American Digicom Corporation
                          Notes to Financial Statements
                    December 31, 1997, June 30, 1997 and 1996

Note F----Income Taxes, continued

The  Company  recorded  a  valuation  allowance  due to the  uncertainty  of the
Company's ability to realize future benefits of net operating loss carryforwards
or other future tax deductions.

The benefit from income taxes is summarized as follows:
<TABLE>
<CAPTION>


                            December 31,           June 30,
                               1997           1997          1996
                               ----           ----          ----                              
<S>                          <C>             <C>            <C>                             
Current                      $   --         $   --         $   --
Deferred                         --             --             --
                             ------         ------         ------ 

                             $   --         $   --         $   --
                             ======         ======         ======
</TABLE>

The Company has net operating loss  carryforwards  of  approximately  $2,063,000
which expire in 2011 through 2013.  Acquired  subsidiaries have another $352,000
available to apply to their separate taxable earnings through 2011.

Note G----Stockholders' Equity

The Series A Preferred  Stock  accrues  dividends  of $9.25 per share per annum.
Dividends are cumulative and payable  semi-annually  on January 1 and July 1. At
any  time on or  before  January  1,  2000,  each  share of  Preferred  Stock is
convertible  into 25 shares of  common  stock.  The  liquidation  preference  of
Preferred  Stock is the par value of $100 per share  plus any  unpaid  dividends
whether or not declared.

The Company has issued common stock to officers,  key employees and  consultants
as follows:
<TABLE>
<CAPTION>


                                      December 31,              June 30,
                                         1997            1997            1996
                                         ----            ----            ----
<S>                                  <C>             <C>             <C>

Number of shares granted                 450,830      12,201,660       5,000,000
Estimated weighted average fair
market value at date of grant        $      .782     $      .003     $      .001
Compensation cost recognized         $   352,330     $    35,245     $     5,000
</TABLE>
<PAGE>
                       North American Digicom Corporation
                          Notes to Financial Statements
                    December 31, 1997, June 30, 1997 and 1996

Note G----Stockholders' Equity, continued

In addition,  common stock has been issued to notes payable holders as incentive
to loan funds to the Company,  and to other  persons and entities who have acted
as finders in identifying equity investors.

These transactions have been recognized as follows:
<TABLE>
<CAPTION>
                                                   December 31,        June 30,
                                                       1997              1997
                                                       ----              ----
<S>                                                  <C>               <C>
     Number of shares issued to notes
         payable holders                              190,000           313,000
     Interest expense recognized                     $ 18,546          $ 23,475
     Number of shares issued to finders               815,100           158,000
     Stock issuance costs recognized                 $252,650          $ 15,800
</TABLE>

Note H----Backlog

Backlog  represents  the amount of revenue the Company  expects to realize  from
executed  long-term  contracts  for future sales of prepaid  calling  cards.  At
December 31, 1997,  the Company had a backlog of  $24,500,000  through  February
2001, as follows:

                       Year
                        1                $19,300,000
                        2                  2,400,000
                        3                  2,400,000
                        4                    400,000
                                         ----------- 
                                         $24,500,000
                                         ===========

Note I----Commitments and Contingencies

Purchase Contracts
The Company has contracts with  companies who provide  various  services.  These
contracts provide for minimum purchases over the term of the contract.  Internet
services are  contracted for at a minimum of $5,845  monthly  through  September
1999.  Long distance  services are  contracted for at $250,000  minimum  monthly
through March 2000.
<PAGE>
                       North American Digicom Corporation
                          Notes to Financial Statements
                    December 31, 1997, June 30, 1997 and 1996

Note I----Commitments and Contingencies, continued

Regulatory Agency Administrative Proceedings

Certain state regulatory agencies have requested administrative hearings against
Capital Funding and Financial Group,  Inc.  (Capital  Funding) and the Company's
subsidiary,  Kidztime TV, Inc.  (KTV)  involving  the  solicitation  and sale of
partnership  interests in Kidztime TV territorial  affiliates,  Regulators  have
asserted that the  partnership  interests were offered and sold as  unregistered
securities.

In addition, in late 1997 the Securities and Exchange Commission (SEC) commenced
a formal investigation on the same matter.

The Company and KTV believe that there will not be any material financial impact
on these financial statements as a result of the following:

      o    KTV sold its licenses to Capital Funding who assigned the licenses to
           each Kidztime TV territorial affiliate at the time of formation.

      o    KTV took no part in the sale of partnership interests.

      o    The license  agreement  between KTV and Capital  Funding  includes an
           indemnification  provision  requiring  Capital  Funding to defend any
           actions  and absorb all  losses,  claims,  damages,  liabilities  and
           expenses.


Concentrations of Risk
For the six months ended  December  31,  1997,  the company had sales of prepaid
cards to one customer representing 58% of prepaid card revenues ($1,584,364).

The Company  maintains cash deposits in several banks, and deposits at each bank
are insured by the Federal  Deposit  Insurance  Corporation  up to $100,000.  At
December  31,  1997,  the  uninsured  portion  of the  balance  at one  bank was
approximately $130,000.
<PAGE>
                       North American Digicom Corporation
                          Notes to Financial Statements
                    December 31, 1997, June 30, 1997 and 1996

Note J----Business Segments Information

The Company's  operations  have been  classified  into three business  segments:
Long-distance  telephone services including prepaid calling cards, licensing and
television programming and Internet services.

Summarized financial information by business segment is as follows:
<TABLE>
<CAPTION>
                                   December 31,                 June 30,
                                       1997             1997               1996
                                  ------------      ------------      ------------
<S>                               <C>               <C>               <C> 
Net sales
    Long distance                 $  1,844,609      $    134,309      $       --
    Television                         610,688              --                --
    Internet                            12,243              --                --
                                  ------------      ------------      ------------

                                     2,467,540           134,309              --
                                  ------------      ------------      ------------
Operating income (loss)
    Long distance                     (789,091)         (640,445)           (8,025)
    Television                        (289,598)             --                --
    Internet                          (214,204)             --                --
                                  ------------      ------------      ------------

                                    (1,292,893)         (640,445)           (8,025)
                                  ------------      ------------      ------------

Total Assets
    Long distance                    7,967,713         1,522,462            51,975
    Television                       9,414,338              --                --
    Internet                           691,420              --                --
                                  ------------      ------------      ------------

                                    18,073,471         2,357,678            51,975
                                  ------------      ------------      ------------

Depreciation and amortization
    Long distance                      179,144            34,592              --
    Television                         106,114              --                --
    Internet                           126,114              --                --
                                  ------------      ------------      ------------

                                       411,285            34,592              --
                                  ------------      ------------      ------------
Capital expenditures
    Long distance                      938,497         1,341,377            47,292
    Television                           1,000              --                --
    Internet                             5,436              --                --
                                  ------------      ------------      ------------

                                  $    944,933      $  1,341,377      $      7,292
                                  ------------      ------------      ------------
</TABLE>
<PAGE>
                       North American Digicom Corporation
                          Notes to Financial Statements
                  December 31, 1997, and June 30, 1997 and 1996

Note K----Financial Developments

The accompanying  consolidated  financial statements have been prepared assuming
the Company will continue as a going concern.  For the six months ended December
31, 1997, the Company incurred a loss of $1,526,791, and used cash in operations
of $681,182. In addition, the Company at December 31, 1997 had a working capital
deficit of approximately $2,500,000.  Significant liquidity demands exist in the
short  term  including  approximately  $550,000  to fund  anticipated  equipment
additions for capacity requirements.

The Company  believes  through its preferred stock private  offering and related
party sources, it can raise sufficient funds to fund operations until they begin
generating cash and successful operations can be attained.


Note L----Subsequent Events

Subsequent  to  December  31,  1997,  proceeds  have been  received  aggregating
$559,000  from the sale of an  additional  5,590  shares of  Series A  preferred
stock.

During  January 1998, the Company issued 250,000 shares of common stock pursuant
to an asset purchase agreement. The assets acquired had an estimated fair market
value of $500,000.

On January 26,  1998,  the Company  agreed to  exchange  all of its  outstanding
shares for a 95% interest in the stock of Ethika  Corporation.  Upon approval of
the merger by  Ethika's  shareholders,  but no later than  March 31,  1998,  the
closing will occur.  Ethika will then change its name to North American  Digicom
Corporation. The merger is intended to be a reverse acquisition.
<PAGE>
                       North American Digicom Corporation
                          Notes to Financial Statements
                  December 31, 1997, and June 30, 1997 and 1996

Note M----Supplemental Cash flow Information
<TABLE>
<CAPTION>


                                              Six months           Year          Inception
                                             period ended         Ended     (December 27, 1995)
                                              December 31,       June 30,     through June 30,
                                                  1997             1997            1996
                                                  ----             ----           ----
<S>                                           <C>              <C>                 <C>    
Supplemental Cash Flow Information:
  Cash payments for interest                  $   16,957       $   28,973          $  --

  Cash refunds for income taxes                   90,000             --               --

Supplemental Schedule of Non-Cash
  Investing and Financing Activities:
     Equipment financed by capital
       lease obligations                      $  446,203       $1,249,545          $  --
     Common stock issued for note
       payable conversion                           --             35,000             --
     Common stock issued for common
       stock of business acquired              5,141,781          791,853             --
     Repayment of short-term borrowings
       by issuance of note                          --             88,928             --
</TABLE>
<PAGE>
                                                                       (4)(2)(5)

                               Ethika Corporation
                         Pro Forma Financial Statements
                             As of December 31, 1997
                                   (Unaudited)


On January 8, 1998, Ethika Corporation ("Corporation") signed a letter of intent
with North American  Digicom  Corporation  ("NADC"),  a privately  owned company
headquartered in Lakewood,  Colorado,  to acquire 100% of the outstanding common
stock of NADC. On January 26, 1998,  the parties signed an Agreement and Plan of
Reorganization (the  "Reorganization  Agreement"),  to complete the transaction.
The  Reorganization  Agreement  requires that the Corporation's  common stock be
reverse  split on the basis of one (1) new share  for every  twenty-two  and one
half (22.5)  shares  presently  outstanding  with all  fractional  shares  being
rounded  up to the  next  highest  multiple  of  fifty  (50)  shares.  Then  the
shareholders of NADC will exchange their common stock for Ethika common stock at
the rate of three (3) shares of Ethika  common stock for four (4) shares of NADC
stock. The NADC shareholders will receive  approximately 19.6 million post-split
shares of Ethika, which will represent approximately 95% of the then outstanding
shares.  The  Reorganization  Agreement  also  requires  that the  Corporation's
Articles  of  Incorporation  be  amended  to  eliminate  the  par  value  of the
Corporation's  common stock,  authorize a class of preferred  stock whose rights
and preferences can be set by the Board of Directors and authorize a name change
of the Corporation to North American  Digicom  Corporation.  The  Reorganization
Agreement also calls for the Corporation's shareholders to approve a re-domicile
of the  Corporation  to Colorado.  This  transaction  is a reverse  acquisition,
whereby NADC will become the historical  reporting company and is treated as the
acquirer for accounting purposes.

Basis of Presentation:

Ethika  Corporation's fiscal year end is December 31, while NADC currently has a
fiscal year end of June 30. So that the proforma  financial  statements  closely
reflect the combined  operations as prepared from audited financial  statements,
we have utilized the audited December 31, 1997 balance sheets of both Ethika and
NADC to prepare the combined  proforma balance sheet. We have utilized  Ethika's
audited  Statement of Operations  for the twelve months ended  December 31, 1997
and the NADC Audited  Statement of Operations  for the six months ended December
31, 1997 to prepare the combined proforma Statement of Operations.  Since during
the year ended June 30,  1997,  NADC's  operations  were  primarily  start up in
nature,  recasting of the December 31, 1997,  NADC  statement of  operations  to
include prior months was  determined to be immaterial to the  presentation.  The
NADC audited  statement of operations  for the twelve months ended June 30, 1997
recorded sales of $134,309 and a net loss of $734,181.

Purchase Price Consideration:

APB 16,  paragraph  70 state  in part  "...  that  presumptive  evidence  of the
acquiring corporation  combinations effected by an exchange of stock is obtained
by identifying the former common  stockholder  interests of a combining  company
which  ether  retain or receive the larger  portion of the voting  rights in the
combined corporation.  That corporation should be treated as the acquirer unless
other evidence  clearly  indicates that another  corporation is the acquirer..."
(SEC 4220.52)
<PAGE>
SEC 4220.52 continues,  "Consideration in a Reverse Acquisition is determined no
differently than in a normal  acquisition,  (i.e., fair value of stock issued or
the fair value of assets  received and  liabilities  assumed,  whichever is more
indicative of the accounting  acquirer.  However,  in a Reverse  Acquisition the
stock issued goes to the  accounting  acquirer  (NADC).  Accordingly,  since the
accounting is the reverse of normal, it is the fair market value of issuer's net
assets  depending  on whether  the stock is trading in excess  (less  than) book
value respectively."

Where the issuer is public,  cost would  normally be based on the aggregate fair
market value of the issuer's stock outstanding at date of acquisition. Such cost
would be  allocated  to the fair  market  value of net assets  acquired  and any
resultant  goodwill would be recognized.  Since the Corporation  became delisted
from NASDAQ on February  13, 1998,  and is  currently  being traded in the "pink
sheets",  it is appropriate  to use the net asset value  $1,701,091 of Ethika at
December 31, 1997 as the purchase  price for this  transaction  and in preparing
all of the proforma financial statements. At February 13, 1998, the total market
capitalization  was $2.84 million and the market value of public float was $2.15
million.

Proforma earnings per share has been calculated as though the 22.5 reverse split
and the 4 for 3 exchange of NADC stock for Ethika  stock  occurred at January 1,
1997.
<PAGE>
<TABLE>
<CAPTION>
                                                  Ethika Corporation
                                                 Pro Forma worksheet
                                               As of December 31, 1997
                                                      Unaudited
 

                                                                                                       
                                                                     -------------------------------      Combined
 DESCRIPTION                                 Audited        Audited               Adjustments             Unaudited
                                             Ethika           NAD             Dr.            Cr.          Pro Forma
                                             ------           ---             ---            ---          ---------
 <S>                                     <C>             <C>             <C>            <C>             <C>   
 ASSETS
 Current Assets:
 Cash and cash equivalents                   535,651         250,538              -                         786,189
 Marketable security                         549,281                                                        549,281
 Accounts receivable, net                                  6,200,784                                      6,200,784
 Receivables from related parties                          1,761,037                                      1,761,037
 Lease receivable                            112,763                                                        112,763
 Prepaid and Other assets                          -       1,039,276                                      1,039,276
 Net assets held for sale                    739,545                                                        739,545
                                         -----------     -----------     ----------     -----------     ----------- 
                                                                                                           
                                     
      Total Current Assets                 1,937,240       9,251,635              -               -      11,188,875

 Property, plant and equipment- net           45,097       2,160,894                                      2,205,991

 Other Assets:
 Software development costs                                   56,146                                         56,146
                                                                                                                  -
 Deferred Income Tax                                                                                              -
 Goodwill                                                  6,604,796                                      6,604,796
 Lease receivable, non-current               166,746                                                        166,746
                                         -----------     -----------     ----------     -----------     ----------- 
      Total Assets                         2,149,083      18,073,471              -               -      20,222,554
                                         ===========     ===========     ==========     ===========     ===========


 LIABILITIES AND SHAREHOLDER'S EQUITY
 Current liabilities:
 Accounts payable and accrued expenses      (367,992)     (1,493,524)                                    (1,861,516)
 Accrued expenses                                           (221,834)                                      (221,834)
 Payable to related parties                        -      (3,802,674)                                    (3,802,674)
 Notes payable (LOC)                               -         (49,900)                                       (49,900)
 Deferred revenue                                         (5,823,983)                                    (5,823,983)
 Current portio of Long-term debt                  -        (380,646)                                      (380,646)
 Accrued loss on discontinued operations     (80,000)                                                       (80,000)
                                         -----------     -----------     ----------     -----------     ----------- 
      Total current liabilities             (447,992)    (11,772,561)             -               -     (12,220,553)

 Notes payable                                            (1,242,938)                                    (1,242,938)
                                         -----------     -----------     ----------     -----------     ----------- 
 Total liabilities                          (447,992)    (13,015,499)             -               -     (13,463,491)
                                         -----------     -----------     ----------     -----------     ----------- 
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                  Ethika Corporation
                                                 Pro Forma worksheet
                                               As of December 31, 1997
                                                      Unaudited
                                                     (continued)
 

                                                                                                       
                                                                     -------------------------------      Combined
 DESCRIPTION                                 Audited        Audited               Adjustments             Unaudited
                                             Ethika           NAD             Dr.            Cr.          Pro Forma
                                             ------           ---             ---            ---          ---------
 <S>                                     <C>             <C>             <C>            <C>             <C>
 Shareholder's Equity:
 Common Stock                            (20,361,458)     (6,891,969)    20,361,458      (1,701,091)     (8,593,060)
 Preferred stock                                            (435,000)                                      (435,000)
 Discount on Common Stock                  8,123,528                                     (8,123,528)              -
 Treasury Stock                                1,112                                         (1,112)              -
 Accumulated deficits                     10,535,727       2,268,997                    (10,535,727)      2,268,997
                                         -----------     -----------     ----------     -----------     ----------- 
                                          (1,701,091)     (5,057,972)    20,361,458     (20,361,458)     (6,759,063)
                                         -----------     -----------     ----------     -----------     ----------- 
 Total liabilities and equity             (2,149,083)    (18,073,471)    20,361,458     (20,361,458)    (20,222,554)
                                         ===========     ===========     ==========     ===========     ===========
                                       
</TABLE>
See accompaning notes to Pro Forma Financial Statements
<PAGE>
                                                                       (4)(2)(6)

                           MEMORANDUM OF UNDERSTANDING

The various  litigants in the Complain styled Eur. Am. Et al. vs. Ethika et al.,
Cause  No.  3:96CV688LN  have  agreed  that it is in the best  interests  of all
parties to settle all litigation,  present and future,  and to work harmoniously
together  to ensure the future of Ethika and any  company  with which it merges,
purchases, or otherwise creates an association.  Therefore,  the litigant agrees
as follows:

1.   To withdraw and dismiss any present or future  lawsuits  among the parties,
     and to execute the Agreement and Release which follows.
2.   In  recognition  of the  agreement to work together in the best interest of
     Ethika,  as witnessed by the dismissal of the subject suit and covenants to
     refrain from future litigation,  the Plaintiffs or any one of them, or such
     entity chosen by them,  shall within three  business days purchase not less
     than seven million shares of Ethika stock, at 9 cents per share for cash or
     marketable securities acceptable to Nasdaq.
3.   To work  together  to  maintain  the Nasdaq  listing  of Ethika,  or of any
     company formed with Ethika.
4.   All parties realize that time is of the essence,  with a meting with Nasdaq
     already scheduled for December 15, 1997, relative to maintaining the Nasdaq
     listing of Ethika.
5.   This agreement shall be signed by all parties,  including a majority of the
     present Board Members of Ethika, and entities, such as Rial Equity Group or
     Arjon Enterprises controlled by any of the Plaintiffs, either by a Power of
     Attorney or other similar authority, and holding Ethika stock.
<PAGE>
                              AGREEMENT AND RELEASE

THIS  AGREEMENT AND RELEASE  ("Agreement")  made and entered into as of this the
12th day of  December  , 1997,  by and among  three  groups of  individuals  and
corporations, the first of which is hereinafter referred to collectively as "The
Peeper  Group" and is composed of (I) EUR AM B.V.,  (ii)  RICHARD  JONES,  (iii)
ALFRED PEEPER,  (iv) AMARANTE FINANCIAL,  S.A., (v) ARGERE HOLDINGS,  S.A., (vi)
LAROCHE HOLDINGS,  S.A., and (vii) LASALLE  INVESTMENT LTD.; the second of which
groups of corporation and individuals is hereinafter collectively referred to as
"The PMM Group" and is composed of (I) PHOENIX  MEDICAL  MANAGEMENT,  INC., (ii)
LARRY NELSON,  and (iii) AUGUST J. RANTZ,  III; and the third of which groups is
composed of ETHIKA CORPORATION ("Ethika") and S. LEROY REED, JR. ("Reed").

                                    RECITALS

         1. The  Peeper  Group  has  heretofore  filed its  Complaint  and First
Amended Complaint in Civil Action No. 3:96CV688LN (now known as Civil Action No.
3:96CV688WN)  on the docket of the United States District Court for the Southern
District of Mississippi,  Jackson Division ("The Litigation"),  in which certain
claims were set forth against Ethika and Reed.

         2. Ethika filed its Counterclaim and First Amended Counterclaim against
the Peeper Group, the PMM Group, and Alanco Environmental  Resources Corporation
("Alanco"), wherein certain claims were set forth.

         3. Ethika has heretofore  reached a settlement with Alanco,  and Alanco
has been dismissed as a party to the Litigation.
 
         4. The Peeper Group,  Ethika, and Reed have resolved the litigation and
wish to reduce said Agreement to writing.

         5. The PMM Group joins the Peeper Group,  Ethika,  and Reed in desiring
to see the Litigation resolved short of trial.

                                    COVENANTS

NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual promises, undertaking and
covenants  herein  contained,  and other good and  valuable  consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  the parties  agree,
covenant, and stipulate as follows:

         1.  Ethika  will call a special  meeting  of its  shareholders  for the
purpose  of  electing  directors  of the  corporation  and  voting  on any other
proposals to be brought before the meeting.  The referenced special shareholders
meeting  will be held at the  earliest  date  permitted  after  execution of the
Agreement  and  Release  and  Memorandum  of   Understanding,   subject  to  Sec
regulations,  but no later than  February 20, 1998.  This meeting shall fill the
purpose of the letters  received by Ethika,  requesting  a special  shareholders
meeting.
         2. The  Complaint,  First Amended  Complaint,  Counterclaim,  and First
Amended  Counterclaim shall be dismissed with prejudiced,  and the Peeper Group,
Ethika,  Reed, and the PMM Group hereby  authorize  their attorneys of record to
take any and all actions  reasonably  necessary  to  accomplish  such  dismissal
pursuant to an in accordance with the terms of this Agreement.  Each group shall
bear its own costs and attorney's fees. Each group,  together with the officers,
shareholders,  directors,  and employees of the  corporations in each group, and
the  heirs,  and  representatives  of the  individuals  in  each  group,  hereby
<PAGE>
releases, acquits and discharges the other groups (and the officers,  directors,
shareholders, employees, agents and attorneys of the corporations in each group,
and the employees,  agents and attorneys of the  individuals in each group) from
any and all present or future claims,  demands,  actions or causes of action for
all wrongful acts alleged or which could have been alleged in The Litigation and
for any  conduct,  statement,  or writing  related to or  connected  directly or
indirectly  with  the  filing  of  any  Complaint,  Amended  Complaint,  Answer,
Counterclaim,  Amended  Counterclaim,  or  other  pleading  in  the  initiation,
prosecution or defenses of The Litigation.

         The foregoing notwithstanding the parties acknowledge and agree that no
action  shall be taken  relative  to any  legal  proceedings  against  Universal
Management Services, a revoked Nevada Corporation.

         3. In the  event a board of  directors  is  elected  at the  referenced
special  shareholders  meeting  friendly to The Peeper Group,  then, and in such
event, this Agreement shall be ratified by the said board.

         4. Each party represents and warrants that it/he is acting  voluntarily
and of he/its free will,  and that in executing this Agreement and Memorandum of
Understanding  attached hereto and incorporated by reference  hereby,  he/it was
not induced by any representation whatsoever other than these stated herein, and
that he/it is in no manner relying upon any promise, warranty, representation or
agreement of any kind whatsoever.

         5. This Agreement is to be construed according to the laws of the State
of Mississippi effective this date.

         6. This  Agreement  contains a full and complete  understanding  of the
parties and may not be modified except in writing and signed by both parties.

         7. It is expressly understood,  agreed,  covenanted and stipulated that
this Agreement  constitutes a compromise  between the parties of disputed claims
and no covenant imposed hereby or activity pursuant hereto shall be construed as
an admission of liability in the premises,  liability being expressly  denied by
all parties.

         8. There are presently  1,050,000 shares of Ethika stock,  being either
held by Ethika, or having been placed in the registry of the Court, which, after
execution of this  Agreement,  will be returned to the  Plaintiffs,  after first
being reissued according to Schedule A, attached.

         9. There are presently certain other shares of Ethika in the possession
of Alfred Peeper,  which need to be reissued in other names.  Ethika will assist
Alfred  Peeper is having these shares  reissued in the proper form and correctly
registered.

         10.  After  execution  of  the  Memorandum  of  Understanding  and  the
Agreement  and Release,  not less than three  members of the present  Board will
resign  within  3  days,  or at a  date  thereafter  that  is  agreeable  to the
Plaintiff.  Upon  such  resignation,  the  Ethika  Board  shall  appoint  Dennis
Brovarone,  Russell Burk,  and Dennis  Nielsen to serve the  unexpired  terms in
accordance with the corporation's bylaws.

         11. The terms of this Agreement are contractual and not mere recitals.

         12. This Agreement may not be modified  except in writing signed by all
parties.
<PAGE>

         13.  This Agreement may be executed in counterparts.


WITNESS THE SIGNATURE OF the  corporation of Eur Am B.V., by its duly authorized
officer, this the ___ day of December, 1997.

EUR AM B.V.
/s/
Its:

WITNESS THE SIGNATURE OF Richard Jones, this the ___ day of December, 1997.

RICHARD JONES
-------------
/s/ Richard Jones

WITNESS THE SIGNATURE OF Alfred Peeper, this the ___ day of December, 1997.

ALFRED PEEPER
-------------
/s/ Alfred Peeper

WITNESS THE SIGNATURE OF the  corporation of Amarante  Financial,  S.A.., by its
duly authorized officer, this the ___ day of December, 1997.

AMARANTE FINANCIAL, SA.
/s/
Its:

WITNESS THE SIGNATURE OF the  corporation of Argere  Holding,  S.A., by its duly
authorized officer, this the ___ day of December, 1997.

ARGERE HOLDING, S.A.
/s/
Its:

WITNESS THE SIGNATURE OF the corporation of LaRoche Holding,  S.A.., by its duly
authorized officer, this the ___ day of December, 1997.

LAROCHE HOLDING, S.A.
/s/
Its:

WITNESS THE SIGNATURE OF the  corporation of LaSalle  Investment  Ltd..,  by its
duly authorized officer, this the ___ day of December, 1997.

LASALLE INVESTMENT LTD.
/s/                                         
Its:

WITNESS THE SIGNATURE OF the corporation of Phoenix Medical Management, Inc., by
its duly authorized officer, this the ___ day of December, 1997.

PHOENIX MEDICAL MANAGEMENT, INC.
/s/
Its:
<PAGE>

WITNESS THE SIGNATURE OF Larry Nelson, this the ___ day of December, 1997.

LARRY NELSON
/s/ Larry Nelson

WITNESS THE  SIGNATURE  OF August J. Rantz,  III,  this the ___ day of December,
1997.

AUGUST J. RANTZ, III
/s/ August J. Rantz, III

WITNESS THE  SIGNATURE OF the  corporation  of Ethika  Corporation,  by its duly
authorized officer, this the ___ day of December, 1997.

ETHIKA CORPORATION
/s/ G. Thomas Reed
Its: President

WITNESS THE SIGNATURE OF S. Leroy Reed, Jr., this the ___ day of December, 1997.

S. LEROY REED, Jr.
/s/ S. Leroy Reed, Jr.

WITNESS  THE  SIGNATURE  OF the  corporation  of Rial.,  by its duly  authorized
officer, this the ___ day of December, 1997.

RIAL
/s/
Its:

WITNESS  THE  SIGNATURE  OF the  corporation  of Arjon,  by its duly  authorized
officer, this the ___ day of December, 1997.

ARJON
/s/
Its:

Witness the  signatures of the Board of Directors of Ethika  Corporation  to the
Memorandum of Understanding and the Agreement and Release between Ethika and the
"Peeper Group."

/s/ Marcia C. Cohen                        /s/ S. Leroy Reed, Jr.
-------------------                        ----------------------
Marcia C. Cohen, Director                  S. Leroy Reed, Jr. Chairman

/s/ Robert B. Neal                         /s/ Anthony J. Spuria
------------------                         ----------------------
Robert B. Neal, Director                   Anthony J. Spuria, Director

/s/ Joseph D. Pegram, Esq.                 /s/ William D Stubblefield
--------------------------                 ---------------------------
Joseph D. Pegram, Esq., Director           William D. Stubblefield, Director

/s/ Herbert G. Rogers, III
--------------------------
Herbert G. Rogers, III, Director

<PAGE>


                                                                       (4)(2)(7)




                               PURCHASE AGREEMENT

                                     BETWEEN

                               Ethika Corporation

                                       AND

                          TEXT RETRIEVAL SYSTEMS, INC.

                                       AND

                              TRS ACQUISITION CORP.


                          Dated as of February 10, 1998









<PAGE>





                                    SCHEDULES



1.    All Required Disclosures of Sellers.
2.    All Required Disclosures of Buyer.
3.    TRS Assets & Contracts Conveyed to Buyer Except As Noted.
4.    TRS Liabilities Assumed by Buyer.
5.    Material Contracts Conveyed With Stock of TRS Purchased by Buyer.


<PAGE>
                               PURCHASE AGREEMENT

         This  PURCHASE  AGREEMENT  (the  "Agreement"),  dated as of February 9,
1998, is made between ETHIKA CORPORATION,  a Mississippi corporation ("ETHIKA"),
its wholly owned subsidiary, Text Retrieval Systems, Inc., a Florida corporation
("TRS") hereinafter  collectively referred to as "Sellers",  and individually as
"Ethika" and "TRS",  and TRS Acquisition  Corp., a Florida  Corporation,  or its
assigns, hereinafter referred to as "Buyer".


                                  INTRODUCTION

     Sellers  desire  to sell all of the  assets  of TRS and  Buyer  desires  to
purchase  such assets,  with the  exception  of its  contract  with the American
Medical Association and any accounts receivable or expenses relating thereto, on
the terms and conditions set forth in this  Agreement.  After Closing Ethika has
agreed that it or its  successors  or assigns  shall  retain and be  exclusively
responsible  for all  liabilities of TRS not disclosed on Schedule 1 and assumed
by Buyer on Schedule 4; provided, however that Ethika's responsibility therefore
will be governed by the conditions set forth in Article XI.

        NOW,   THEREFORE,   in   consideration   of  the   foregoing   and   the
representations,  warranties and agreements herein contained,  the parties agree
as follows:

                                    Article I
                                   Definitions

The following terms, as used herein, have the following meanings:

     "Closing" has the meaning set forth in Article X.

     "Closing Date" has the meaning se2t forth in Article X.

     "Equipment" has the meaning set forth in Article II.1.

     "TRS" has the meaning set forth in the Introduction.

     "Encumbrances" has the meaning set forth in Article III.14.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
     amended.

     "Excluded Assets" has the meaning set forth on Schedule 3.

     "Intellectual Property" has the meaning set forth in Article II.1.

     "Interim TRS  Financial  Statements"  has the  meaning set forth in Section
        III.11.

     "Internal  Revenue  Code"  means  the  Internal  Revenue  Code of 1986,  as
     amended.

     "Inventory" has the meaning set forth in Article II.1.

     "Legal Action" has the meaning set forth in Article XI.2(ii).

     "Licenses and Permits" has the meaning set forth in Article II.1.
<PAGE>
     "Material Contracts" has the meaning set forth in Article III.16.

     "Materially or Material  Adverse" means  involving an amount per occurrence
     in excess of $2,000.

     "Person" means an individual, a corporation, a partnership, an association,
     a labor  union,  a trust or any other entity or  organization,  including a
     government,  a governmental  body, a political  subdivision or an agency of
     instrumentality thereof.

     "Purchased Assets" has the meaning set forth in Article II.1.

     "Purchase Price" has the meaning set forth in Article II.4.

     "Sellers  Disclosure  Schedule" means the disclosure  schedule delivered by
     Sellers to Buyer simultaneously with the execution of this Agreement, which
     schedule contains certain information constituting an integral part of this
     Agreement attached hereto as Schedule 1.

     "Survival Date" has the meaning set forth in Article XI.4.

     "Transferred Employees" has the meaning set forth in Article VI.
<PAGE>
                                   ARTICLE II
                           PURCHASE AND SALE OF ASSETS

         II.1.  Purchase and Sale of Assets.  At the Closing,  Sellers  agree to
sell to Buyer,  and Buyer agrees to purchase  from  Sellers,  all of the assets,
properties and rights of Sellers necessary to conduct, or used by Sellers in the
conduct of, the  business of TRS (the  "Purchased  Assets")  including,  without
limitation, (i) the "Equipment" which includes machinery,  furniture,  vehicles,
tools,  supplies  and  other  miscellaneous  tangible  property  as set forth on
Schedule 3 (ii) the  "Inventory"  which includes raw materials,  work in process
and finished  goods,  (iii) the  "Licenses  and Permits"  which are licenses and
permits  issued by  governmental  agencies  that are  required  to  operate  the
business  of TRS and are  assignable,  (iv) the  "Intellectual  Property"  which
includes tradenames,  trademarks,  service marks, proprietary software set forth
on Schedule 3, patents,  copyrights and proprietary processes and formulae,  (v)
the rights of Sellers under all contracts and leases provided that Buyer assumes
the  related  liabilities  pertaining  thereto  as set  forth  in  the  attached
Schedules,  (vi) the books and records,  whether or not computerized,  (vii) all
prepaid  expenses  and (viii) all other  tangible  and  intangible  assets which
historically  have been reflected in the records of Sellers as assets of TRS and
are not set forth on Schedule 3.

     II.2Excluded  Assets.  Schedule 3 notes all TRS assets  not  conveyed  from
Sellers to Buyer and they are excluded from transfer under this Agreement.

     II.3Assumed Liabilities.  At the Closing, Buyer will assume the liabilities
and obligations of Sellers set forth on Schedule 4.

     II.4Purchase  Price.  The amounts to be paid for the Purchased Assets ("the
Purchase Price") buyer will be $150,000, payable as follows:

          (a). At the Closing, Buyer will pay Sellers $150,000, of which $40,000
shall be placed in an interest bearing  depository account at the Northern Trust
Bank of Chicago  for 18 months,  subject to  withdrawal  only to pay claims made
against Buyer or an assignee or affiliate of Buyer which  constitute a breach of
Sellers  representations  and warranties or other undertakings  pursuant to this
Agreement.  Buyer and Dennis  Brovarone,  as agent for  Seller  shall have joint
signature  authority over such account for any disbursement  over $2,000.  Buyer
can sign and disburse  amounts up to $2,000 per claim.  Regardless  of amount of
disbursement,  funds from this  account  will only be used to pay such claims in
accordance  with the terms of Article XI. After the  expiration of said 18-month
period,  Sellers shall be paid all funds remaining in said account including all
accrued interest.

          (b). In addition, Buyer shall pay the continuing payments described in
Article III.
<PAGE>
                                   Article III

                               Continuing Payments

         III.1 By  September  30 of each year,  beginning  with the twelve month
period  comprised of July 1, 1998 to June 30, 1999 (the "Annual Payment Period")
and  ending  on June  30,  2008,  Buyer  shall  pay  Ethika  Corporation  or its
successors or assigns an annual amount equal to $10 per  subscriber who paid all
or a portion of its subscription invoices in the prior Annual Payment Period and
who purchased or renewed a subscription  to HR/Comply after the Closing Date and
was  solicited  by  Buyer  due to the fact  that he or she was a  member  of the
Society for Human Resource Management ("SHRM"). The ten-year period from July 1,
1998 to June 30,  2008 is  hereinafter  referred to as the  "Subsequent  Payment
Period."

         The intention of the preceding  qualification  as to SHRM membership at
the time of  subscription  purchase is to exclude sales to corporations or other
entities  which are not the result of sales  made  pursuant  to leads  generated
through  the  contract  with the  Society for Human  Resource  Management  being
purchased  by  Buyer  pursuant  to  this  Agreement,   including  any  renewals,
extensions or amendments of the agreement  with SHRM made during the  Subsequent
Payment Period. For example,  a blanket sale to a large corporation  originating
from a sales presentation made by a sales agent of Buyer which did not originate
from a solicitation  using information  provided from SHRM and having nothing to
do  with  the  customer's   SHRM  membership  (it  should  be  noted  that  only
individuals,  not  entities  can be SHRM  members)  would not be  included  as a
subscription subject to continuing payments.

         Buyer shall pay a pro rata amount of such $10 for each such  subscriber
who paid only a portion of the applicable year's total subscription  invoices in
any given Annual Payment Period during the Subsequent Payment Period.

         III.2  Limitation  on Continuing  Payments.  When the  cumulative  paid
amount called for in III.1 above reaches $1,500,000, Buyer's obligations to make
such payments shall terminate.

         III.3 Right to Offset. Any payments required pursuant to these Articles
II and III shall be offset  by any  unpaid  indemnities  due Buyer  from  Seller
resulting  from a breach of any of Sellers  obligations  or  representations  or
warranties  made  pursuant  hereto to the extent  that the cost to cure any such
breach has not been paid from the aforementioned $40,000 trust account described
in Article II.4 above.

         III.4 Right to Audit.  Buyer agrees to keep records showing gross sales
and  collections  of all  sales in  sufficient  detail to  enable  the  payments
required  hereunder to be  determined,  and Buyer  further  agrees to permit its
books and  records  with  respect  to such  gross  sales and  collections  to be
examined once per calendar year, upon forty eight (48) hours written notice,  to
the extent  necessary to verify the  correctness of the payments made to Sellers
for the prior Annual Payment Period.

         Such  examination  will be made during normal business hours at Buyer's
place of business at the expense of Sellers by an auditor  appointed  by Sellers
(and who may be an employee or agent of seller or an independent accountant,  at
Seller's  choice) who shall report to Sellers on the amount of payments owed for
the period under audit.
<PAGE>
         Any deficiency in the amount paid by Buyer versus the audited  payments
required  of Buyer as  determined  by such audit shall be paid by Buyer with 10%
simple  interest on the amount  underpaid  within thirty (30) days of receipt by
Buyer  of a copy  of the  auditor's  report  and a  notice  from  Seller  of the
additional amounts due, unless disputed by Buyer.

         If Buyer does  dispute the  auditor's  report,  Buyer shall  provide to
Seller a detailed  justification of its dispute.  If Seller and Seller's auditor
still  feel an  underpayment  has  occurred  and  further  work is  required  to
reconcile  the disputed  amount,  Seller shall  appoint an  independent  auditor
different  from the prior auditor to re-examine  the books and records of Buyer,
and  report  to  Seller  the  results  of this  second  audit,  which  shall  be
independent of the first audit.

         If Seller,  based upon the results of both audits  feels there is still
an amount underpaid and due from Buyer, then Seller shall notify Buyer within 30
days of the date of the independent auditor's report of the amount underpaid.

         Buyer shall remit the audited deficiency to Sellers within 30 days from
Buyer's  receipt of said  notice of the  results of such  audits plus 10% simple
interest on the deficiency unless Buyer still disputes the auditor's reports. If
so,  Buyer shall  provide to Seller a detailed  justification  for its  dispute.
Buyer shall then retain its own independent auditor which shall audit the amount
due versus the amount paid for the applicable  period, and the result of Buyer's
auditor's  findings  shall be averaged  with the average  result of the Seller's
auditors.

         Buyer shall remit the  averaged  deficiency  to Sellers  within 30 days
from Buyer's  receipt of notice of the results of such averaged  deficiency plus
10% simple interest on the deficiency.  If the amount ultimately  determined due
to Sellers  (exclusive of interest) is greater than 10% of the amount previously
paid to Sellers,  then Buyer shall pay for the costs of the Seller's audit,  and
if there is a second  audit and it does not  confirm  the  validity  of  Buyer's
dispute, Buyer shall pay the costs of the second audit.

                                   ARTICLE IV
                    REPRESENTATIONS AND WARRANTIES OF SELLERS

Sellers represent and warrant to Buyer the following:

         IV.1  Organization;   Qualification.   Sellers  are  corporations  duly
organized,  validly  existing  and in good  standing  under  the  laws of  their
respective states of incorporation and have corporate power and authority to own
the assets and carry on the business of TRS as it is presently being  conducted.
Sellers  are  duly  qualified  and in  good  standing  to do  business  in  each
jurisdiction  in which the  business of TRS makes such  qualification  necessary
except in those jurisdictions where the failure to be duly qualified and in good
standing does not and cannot reasonably be expected to have,  individually or in
the aggregate, a material adverse effect on the Purchased Assets or the business
of TRS.

         IV.2 Authority Relative to this Agreement. Sellers have corporate power
and  authority  to execute and deliver  this  Agreement  and to  consummate  the
transactions  contemplated hereby. The execution and delivery by Sellers of this
Agreement, and the consummation by them of the transactions contemplated hereby,
have been duly  authorized  by the Board of  Directors  of Sellers  and no other
corporate proceedings on the part of Sellers are necessary with respect thereto.
This  Agreement  has been  duly  executed  and  delivered  by  Sellers  and this
Agreement will constitute valid and binding obligations of Sellers.
<PAGE>
         IV.3 No  Violation.  The  execution  and  delivery  by  Sellers of this
Agreement  does  not,  and the  consummation  of the  transactions  contemplated
hereby,  will not (i)  violate  or result in a breach  of any  provision  of the
Certificate of Incorporation or Bylaws of Sellers,  (ii) result in a default, or
give rise to any right of  termination,  modification  or  acceleration,  or the
imposition of an Encumbrance on any of the Purchased Assets,  under the terms or
provisions of any  agreement or other  instrument or obligation to which Sellers
are a party or by which Sellers,  any of the Purchased Assets or the business of
TRS may be bound, or (iii) violate any law or regulation, or any judgment, order
or decree of any court,  governmental  body,  commission,  agency or  arbitrator
applicable to Sellers, any of the Purchased Assets or the business of TRS (other
than applicable  "bulk sales" laws),  excluding from the foregoing  clauses (ii)
and (iii) such  defaults and  violations  which do not and cannot  reasonably be
expected  to have a  material  adverse  effect  on the  Purchased  Assets or the
business of TRS.

         IV.4  Consents  and  Approvals.  Except  as set  forth in the  attached
Schedules and subject to Paragraph VII.1 hereof, is no requirement applicable to
Sellers to make any filing with,  or to obtain any consent or approval  from any
Person,  as a condition to the consummation of the transactions  contemplated by
this  Agreement  (other than as may be required by any  applicable  "bulk sales"
laws).

         IV.5 Compliance with Laws. Sellers have operated the business of TRS in
compliance with all laws and regulations,  federal, state or local applicable to
the  Purchased  Assets or the business of TRS,  including,  without  limitation,
those related to (i) civil rights,  (ii) zoning and building codes, (iii) public
health and safety,  (iv) worker  health and safety,  (v) labor,  employment  and
discrimination  in employment and (vi)  environmental  matters,  except for such
violations  thereof  as do not  and  cannot  reasonably  be  expected  to have a
material adverse effect on the Purchased Assets or the business of TRS.

         IV.6  Licenses and Permits.  Sellers  have and have  complied  with all
Licenses and Permits and Environmental  Permits required to conduct the business
of TRS as it is presently being conducted.

         IV.7 Financial Statements. Sellers have previously furnished Buyer with
true and  complete  copies of  unaudited  financial  statements  for TRS for the
twelve month period ending  December 31, 1997 (the "TRS  Financial  Statements")
and interim  statements  for the period from January 1, 1998 to January 31, 1998
(the "Interim TRS Financial  Statements")  in conformity  with what was given by
Sellers to their  auditors with respect to TRS for the year ending  December 31,
1997.

         Auditing  adjustments  have yet to be made, so Buyer  understands  that
said financial statements have not been "closed" due to the necessity of journal
entries that will have to be made by Sellers to reflect adjustments for year-end
closing  purposes of the  consolidated  financial  statements  of Ethika and its
subsidiaries.  Buyer  agrees  that any  inaccuracy  due to the  absence  of such
year-end journal entries shall not constitute a breach of any  representation or
warranty  hereunder,  provided  that they do not involve the failure to disclose
any material  liability of TRS incurred in the normal  course of business or any
asset  known to  Sellers  rightfully  belonging  to TRS which  should  have been
conveyed to Buyer as the result of the closing of this Agreement.
<PAGE>
         IV.8 Absence of Change.  Since December 31, 1997 there has not been any
change,  or  development  involving a  prospective  change,  including,  without
limitation,  any  damage,  destruction  or  loss  (whether  or  not  covered  by
insurance),  which affects or can  reasonably be expected to affect,  materially
and  adversely,  the  Purchased  Assets or business of TRS, and Sellers have not
entered  into any  contract  which can  reasonably  be expected to have any such
effect.  Sellers  have  continued to operate TRS in accord with prior and normal
business practices,  and have not used cash from TRS for purposes other than the
payment of TRS expenses incurred in the normal conduct of its business.

         IV.9  Undisclosed  Liabilities.  Except  as set  forth in the  attached
Schedules  since December 31, 1997,  Sellers have not incurred,  with respect to
the  Purchased  Assets  or the  operations  of the  business  of  the  TRS,  any
liabilities  which are not  reflected in the Interim TRS  Financial  Statements,
other than those which were  incurred  subsequent  to such date in the  ordinary
course of business and  consistent  with past  practices  and which have not and
cannot reasonably be expected to have a material adverse effect on the Purchased
Assets or the business of the TRS.

         IV.10 Labor and Employment Matters.  The attached Schedule sets forth a
complete  and correct  list of each  collective  bargaining  agreement  and each
employment  agreement  covering  employees of TRS.  There are no  controversies,
claims or  grievances  pending,  or, to the  knowledge  of  Sellers,  threatened
between Sellers and any employees of TRS, or labor unions representing employees
of  Sellers,  which have,  or can  reasonably  be expected to have,  directly or
indirectly, a material adverse effect on the Purchased Assets or the business of
TRS.  Copies of each of the  aforementioned  agreements  have been  delivered to
Buyer.

         IV.11  Litigation.  Except as set forth in the  Schedules  there are no
actions,  suits,  claims,  investigations  or  proceedings  pending  or,  to the
knowledge of Sellers, threatened against Sellers, before any court, governmental
body, commission, agency or arbitrator, which have or can reasonably be expected
to have a material adverse effect on the Purchased Assets or the business of TRS
which seek to limit,  in any manner,  the right of Buyer to control the business
of  TRS  after  the  consummation  of  the  transactions  contemplated  by  this
Agreement.  Furthermore,  there are no judgments,  orders or decrees of any such
court,  governmental  body,  commission,  agency or arbitrator which have or can
reasonably be expected to have any such effect.

         IV.12 Titles to Properties.  Sellers hold good and marketable  title to
all of the  Purchased  Assets,  free and  clear of  liens,  mortgages,  changes,
security interests or other defects in title  ("Encumbrances"),  except for such
imperfections  of title which are of the kind  normally  found  relating to such
assets and, in the  aggregate,  cannot be  expected  to affect,  materially  and
adversely,  the Purchased Assets or the business of the Buyer in its utilization
of the Assets.  All assets  held or  utilized  by Sellers and  conveyed to Buyer
which are held under  lease by Sellers  are held under  valid,  enforceable  and
assignable leases, the terms of which shall be unchanged upon assignment.

         IV.13 Material Contracts.  Schedule 5 contains a list of all contracts,
leases and other  obligations  of Sellers  relating to the business of TRS which
involve  amounts  greater than $1,000 or which cannot be  terminated on 30 days'
written  notice,  all  of  which  are  referred  to  collectively  as  "Material
Contracts."  Sellers  have  complied in all  material  respects  with all of its
obligations  under all of the Material  Contracts and, subject to Paragraph VI.1
hereof,  to the knowledge of Sellers,  no event has occurred or condition exists
which  constitutes  or can  reasonably be expected to constitute a breach of any
such contract by any party thereto.
<PAGE>
         IV.14 Intellectual  Property.  Schedule 1 sets forth a complete list of
all of the  Intellectual  Property  Sellers  own or have the right to use in the
conduct of the business of the TRS.  Sellers are not infringing  upon any rights
of any third party and, to the knowledge of Sellers no third party is infringing
upon the rights of Sellers in the Intellectual Property.

         IV.15 Sufficiency of Purchased  Assets.  The Purchased Assets set forth
on Schedule 3 include all of the  material  assets of Sellers used by Sellers in
the conduct of the business of TRS as it is presently being conducted.

         IV.16    Employee Benefit Plans.

         (a) The attached Schedule 1 lists all of the employee benefit plans and
programs  including,  without  limitation,  all  retirement,  savings  and other
pension plans, all health, severance,  insurance,  disability and other employee
welfare plans and all incentive,  unfunded deferred  compensation,  vacation and
other plans that are  maintained  by Sellers with respect to employees of TRS or
to which  Sellers  have  contributed  or are now  contributing  on behalf of the
employees of the TRS.

         (b) As to each  such  plan,  Sellers  have  complied,  in all  material
respects,  with all applicable laws and regulations,  including specifically the
applicable provisions of ERISA and the qualification  provisions of the Internal
Revenue Code.

         IV.17 Full Disclosure.  None of the representations and warranties made
in this  Article  contains any untrue  statement of a material  fact or omits to
state a material fact necessary to make the statements therein not misleading.

                                    ARTICLE V
                     REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Sellers the following:

         V.1  Organization;  Authority.  Buyer is a  Florida  Corporation,  duly
organized,  validly existing and in good standing under the laws of the State of
Florida.  Buyer  has full  power and  authority  to  execute  and  deliver  this
Agreement and to consummate the  transactions  contemplated  hereby and thereby.
The execution and delivery by Buyer of this  Agreement and the  consummation  of
the  transactions  contemplated  hereby have been duly  authorized  and no other
proceedings  on the part of Buyer  are  necessary  with  respect  thereto.  This
Agreement  has been duly executed and  delivered by Buyer,  and this  Agreement,
when  executed  and  delivered  by Buyer,  will  constitute  valid  and  binding
obligations of Buyer.

         V.2 Consents and Approvals. There is no requirement applicable to Buyer
to make any filing with, or to obtain any consent or approval of any Person as a
condition  to  the  consummation  of  the  transactions   contemplated  by  this
Agreement.

         V.3 No Violation. The execution and delivery by Buyer of this Agreement
does not and will not  violate  any law or  regulation,  or  judgment,  order or
decree  of any  court,  governmental  body,  commission,  agency  or  arbitrator
applicable to Buyer.
<PAGE>
                                   ARTICLE VI
                              ADDITIONAL AGREEMENTS

         VI.1  Conduct  of  Business  of TRS.  From the date  hereof  until  the
Closing, Sellers will conduct the business of TRS only in the ordinary and usual
course and in a manner  consistent  with past practices and will notify Buyer of
any emergency or material change in the normal conduct of the business of TRS or
of the  initiation or threat of any  litigation  against,  or  investigation  of
Sellers which relates to the Purchased Assets or the business of TRS.

         (i)  Contracts  With SHRM,  SSF&G and AIG.  Sellers  shall  immediately
notify  Buyer of any  termination  or  threatened  termination  of any  contract
between TRS and either the Society for Human Resource Management  ("SHRM"),  the
law firm of Seyfarth,  Shaw,  Fairweather & Geraldson  ("SSF&G") or the American
International  Group  ("AIG").  Each of the  aforesaid  agreements is a Material
Contract.  Should any such  termination  occur or be threatened prior to Closing
and remain uncured to Buyer's  satisfaction,  this Agreement shall automatically
and immediately  terminate and become null and void and neither party shall have
any obligation to the other whatsoever.

         (ii) Purchase of TRS Stock. Buyer understands that the agreements noted
above may not be assignable  without the consent of the other  parties  thereto.
Buyer has  notified  SHRM,  SSF&G and AIG of its  purchase of the assets of TRS,
including the above  contracts  and each has verbally  agreed to the transfer of
the contracts to Buyer. However, there is insufficient time for Seller and Buyer
to obtain  written  confirmation  from  SHRM,  SSF&G  and AIG prior to  Closing.
Therefore,  to assure that Seller  commits no innocent  breach of this Agreement
due to any failure to obtain  written  approval of the  assignment  of the above
contracts, Buyer has agreed to purchase all of the outstanding stock of TRS from
Sellers at the Closing for $10.

         The  stock  of TRS is being  conveyed  to  Buyer  exclusively  for this
limited  purpose,  and shall not be  construed  as  implying  assumption  of any
liabilities  on Buyer's  part beyond  those set forth on Schedule 4.  Therefore,
Ethika  shall  remain  liable  to  Buyer  for  the   consequences   of  Sellers'
undertakings   hereunder,   including  the  accuracy  all   representations  and
warranties set forth herein as if transfer of TRS's stock never occurred.

          VI.2 Forbearances by Sellers.  From the date hereof until the Closing,
Sellers  will not,  without  the  written  consent  of Buyer,  (i) sell,  lease,
transfer or encumber any of the Purchased  Assets except in the ordinary  course
of business,  (ii) amend,  cancel or assign any Material  Contract,  (iii) enter
into any Material Contract,  (iv) make any commitments for capital  expenditures
related to TRS other than in the normal  course of business,  or (v) increase in
any manner,  directly or indirectly,  the compensation of any employee or former
employee of TRS.

         VI.3 Bulk  Sales  Laws.  Notwithstanding  any other  provision  of this
Agreement,  Sellers  will  indemnify  and hold  harmless  Buyer from any and all
claims made by creditors  of Sellers  relating to any "bulk sales laws" and from
all costs (including reasonable attorney"'s fees) incurred in the defense of any
claims made under such laws.
<PAGE>
         VI.4  Investigation  of Business and  Properties.  From the date hereof
until the Closing, Sellers will afford Buyer and its authorized representatives,
including,   without  limitation,  its  attorneys,   accountants  and  financial
advisors,  full  access  at all  reasonable  times to its  officers,  employees,
properties,  contracts  and books and records in order to enable Buyer to make a
full investigation of the Purchased Assets and the business of TRS. Sellers will
also furnish Buyer with such financial, operating and other information as Buyer
may reasonably request in making such investigation.

         VI.5     Confidentiality.

         (a) The  information  which Buyer acquires about Sellers as a result of
the investigations  permitted by this Agreement is termed "Evaluation Material."
Buyer  agrees that neither it, nor any of its  representatives  will (i) use any
such material for any purpose not related to the  transactions  contemplated  by
this  Agreement  or (ii)  disclose  any  such  material  to  anyone  except  its
representatives who may need such information to perform their respective duties
and have been informed of its  confidential  nature and who have agreed to treat
it  confidentially.  If the transactions  contemplated by this Agreement are not
consummated,  Buyer  agrees  that it and its  representatives  will  return  any
written  Evaluation  Material in their possession,  or will destroy and will not
retain any such  material,  any copies  thereof or any notes or  memoranda  made
using such material.

         (b) The confidentiality  agreement contained herein will terminate upon
the  earlier  of two years  after the date  hereof or upon  consummation  of the
transactions contemplated hereby.

         (c) The  parties  agree  that  monetary  damages  alone  would not be a
satisfactory  remedy  for a  breach  of  that  portion  of  the  confidentiality
agreement contained herein which relates to Evaluation Material and that if this
confidentiality provision is breached, Sellers are entitled to injunctive relief
as well as monetary damages.

         (c)  Notwithstanding  the foregoing,  Buyer and its representatives may
use  and  disclose  Evaluation  Material  and  information   obtained  from  the
Evaluation  Material to the extent that (i) they acquired such  information on a
non-confidential  basis prior to receipt thereof from (ii) such  information has
become generally  available to the public, or (iii) such information is provided
to the Person using or disclosing  it by a Person who obtained such  information
other than as a result of a breach of this Agreement. Furthermore, Buyer and its
representatives  may  disclose  such  information  to the  extent  that they are
required to do so to comply with a governmental or judicial order or decree, but
upon receiving  notice that any such order or decree has been issued or is being
sought,  they will promptly  notify Sellers and will, at the expense of Sellers,
if Sellers  want such  information  to  continue  to be treated  confidentially,
cooperate with Sellers' efforts to contest the issuance of such order or decree.

         VI.6 Subsequent Events. If any event shall occur after the date of this
Agreement and prior to the Closing which, had it occurred prior to the execution
of this Agreement,  should have been disclosed by Sellers or Buyer to the other,
in a representation and warranty or otherwise,  then, upon the happening of such
event, such party shall promptly make such disclosure.

         VI.7 Negotiations with Others.  From the date hereof until the Closing,
Sellers will not, directly or indirectly,  without the written consent of Buyer,
initiate  discussions  or engage in  negotiations  with any  Person,  other than
Buyer,  concerning the sale,  other than in the ordinary course of business,  of
all or any of the Purchased Assets.
<PAGE>
         VI.8 Allocation of Purchase  Price.  The Purchase Price has been agreed
upon  by the  parties  and the  values  assigned  to the  various  assets  which
constitute the Purchased Assets are listed in the Schedules.

         VI.9  Taxes  and  Recording  Fees.  All sales  and  transfer  taxes and
recording  and filing fees incurred in connection  with the  acquisition  of the
Purchased Assets will be borne by Buyer.

         VI.10 Proration of Rent, Utility Charges, etc.. Any installment of rent
due with  respect to leases of real or  personal  property,  and any  utility or
similar  charge  payable  with  respect to any of the  Purchased  Assets for the
period in which the Closing occurs, shall be prorated between the parties on the
basis of the actual number of days  applicable to pre-Closing  and  post-Closing
occupancy or use.

         VI.11 Expenses.  Except as otherwise  provided in this  Agreement,  all
costs  and  expenses   incurred  in  connection  with  this  Agreement  and  the
transactions  contemplated hereby will be paid by the party incurring such costs
and expenses.

         VI.12  Public  Announcements.  The parties will consult with each other
before issuing any press releases or making any public  statements  with respect
to this  Agreement  and will not issue any such  press  release or make any such
public statement without the consent of the other.

         VI.13 Efforts to Consummate. Subject to the terms and conditions herein
provided, each of the parties agrees to use its reasonable best efforts to take,
or cause to be taken,  all  action,  and to do, or cause to be done,  all things
necessary,  proper or advisable to consummate  this  transaction  as promptly as
practicable,  including,  but not limited  to, the  obtaining  of all  necessary
consents,   waivers  or  approvals  of  third   parties,   whether   private  or
governmental,  required  of it  to  enable  it to  comply  with  the  conditions
precedent to consummating the transactions  contemplated by this Agreement. Each
party  agrees to  cooperate  fully with the other in assisting it to comply with
the  provisions of this Section,  and Sellers agree to take such steps as may be
necessary  to  remove  any  Encumbrances  (other  than  imperfections  of  title
permitted by this Agreement) which affect the Purchased Assets.  Notwithstanding
the  foregoing,  no party hereto  shall be required to initiate any  litigation,
make any substantial payment or incur any material economic burden, except for a
payment  otherwise  then  required  of it, to obtain  any  consent,  waiver,  or
approval,  and if,  despite  its  efforts,  any party is  unable  to obtain  any
consent,  waiver or approval,  the other party may terminate  this Agreement and
shall have no liability therefor except as is provided in Article XII.

         VI.14  Mutual   Covenants  Not  to  Compete  or  Disclose   Proprietary
Information.  (I)  Within  the  United  States  of  America,  for  a  period  of
twenty-four months from the date of Closing, neither Buyer nor Ethika nor any of
their respective  subsidiaries,  affiliates,  successors or assigns, whether now
owned or hereafter  acquired,  shall compete with each other in the hypertext or
electronic  publishing  industry with respect to the creation and/or sale of any
publication  presently  produces  and  marketed by any of them as of the date of
Closing.

         Specifically,  each  party  and each of  Ethika's  subsidiaries,  as to
themselves,   their   employees,   principals,   agents,   officer,   directors,
stockholders,  partners or otherwise,  or in conjunction  with any other Person,
covenants not to compete with the other unless written  permission is granted to
do so during the next twenty-four months after Closing.
<PAGE>
         Ethika, as the one-hundred percent stockholder of Compass Data Systems,
Inc.,  a  Utah  corporation,   and  Legislative  Information  Systems,  Inc.,  a
Washington,  DC corporation,  executes this agreement on behalf of each of them,
and to binds said companies hereby,  and represents and warrants the sufficiency
of its authority to bind them without  further  signature or action by either of
these subsidiary corporations.

         Ethika shall send the  President of each of the  aforesaid  companies a
copy of this Article VIII.7 with a notification of its existence, notifying each
President that the companies are bound by it. Ethika will also send Buyer a copy
of said  notices,  and Ethika  will do  whatever is  necessary  to enforce  this
Article VIII.7 so long as Buyer remains in compliance with its obligation not to
compete with Ethika, et al.

         (ii) In addition to not competing, and in addition or supplement to the
other restrictions and covenants concerning  confidential  information contained
herein,  none of the above  parties or entities  will  disclose any  information
concerning or pertaining  in any manner to the business,  operations,  customers
and assets of another of said parties or entities  without  their prior  written
consent to such disclosure.

         (iii) In recognition of the irreparable injury which Sellers, Buyer and
the other entities would incur due to a breach of these covenants, the aggrieved
party shall be entitled to institute and prosecute  proceedings  in any court of
competent  jurisdiction to obtain damages,  including interest,  court costs and
attorney's fees, for any breach of these covenants,  and/or enjoin the breaching
party from violating any of the provisions hereof.

         (iv) These  covenants shall inure to the benefit of and be binding upon
each of the parties hereto and their respective heirs, successors and assigns.

         (v) These  covenants  shall be severable,  and in the event any of them
shall be held to be invalid by any court,  the  remaining  covenants or portions
thereof shall otherwise remain in full force and effect and shall be interpreted
as if such invalid  agreement or covenant was not contained herein. If any court
shall  determine  that the provisions set forth in this Article VIII.7 shall not
be enforceable in accordance with their terms, the parties agree such paragraphs
shall be enforceable to the extent permitted by law.

         (vi) To the extent that any  agreements  not to compete  exist  between
Bruce W. Grewell,  Constance  Gamble, or any employee or former employee of TRS,
such covenants shall, upon Closing, become null and void.

         (vii). To the extent that any of these covenants  become  unenforceable
as to any of the entities or Persons covered hereby,  the reciprocal  obligation
of the other party shall become equally  unenforceable  without the necessity of
judicial or administrative action.

         VI.15  Further  Assurances.  Sellers  will use  reasonable  efforts  to
implement the provisions of this Agreement, and for such purpose, at the request
of Buyer, will, at or after the Closing, without further consideration, promptly
execute and deliver such additional  documents as may be necessary to consummate
more effectively the transactions contemplated hereby and to vest in Buyer title
to the Purchased Assets, free and clear of Encumbrances.

         VI.16  Reattribution  of TRS Tax  Losses.  Buyer will sign an  election
under Section  1.1502-20(g)(1)  to reattribute the maximum  allowable  amount of
losses  attributable  to TRS as permitted  under said  section.  Buyer agrees to
execute an appropriate election provided by Seller within seven months following
the Closing.  Any losses  attributable  to TRS after Closing shall be and remain
attributable to TRS and shall not be reattributed to Seller.
<PAGE>
                                   ARTICLE VII
                         EMPLOYEES AND EMPLOYEE MATTERS

         VII.1 Transferred Employees.  Sellers have delivered to Buyer a list of
all of the  employees  of Sellers who are  employed by TRS as of the most recent
date for which such  information  is  available.  Sellers  will  afford  Buyer's
representatives an opportunity,  prior to the Closing,  to offer employment with
Buyer,  after the Closing,  to all of such persons.  Such employees who elect to
become employees of Buyer are hereinafter referred to as "Transferred Employees"
and shall be deemed to have become employees of Buyer as of the time the Closing
becomes effective.

         VII.2    Employee Benefit Plans.

         (a) Buyer will permit each  Transferred  Employee to participate in the
employee benefit plans and programs regularly made available to the employees of
Buyer who hold  similar  positions,  on the same  basis that  Buyer's  employees
participate.  Buyer will treat service by any Transferred  Employee prior to the
Closing as service with Buyer for purposes of vesting and  participating in (but
not for the purpose of the accrual of benefits  under) such plans and  programs.
The Transferred Employees' accrual of benefits under plans and programs covering
employees of Buyer shall be based  solely on their  service with Buyer after the
Closing.

         (b) No assets or  liabilities  with  respect to  Transferred  Employees
shall  be  transferred,  as a result  of this  Agreement,  from any of  Seller's
employee  benefit  plans  applicable  to  Transferred   Employees  to  any  plan
maintained or established by Buyer,  and Sellers shall retain all obligations to
fund or otherwise  provide benefits  accrued by Transferred  Employees under its
benefit plans prior to the Closing.

         VII.2 Workers'  Compensation.  Buyer will assume the responsibility for
all workers'  compensation  claims made by  Transferred  Employees  arising from
events occurring after the Closing.  Sellers will retain the  responsibility for
all  workers'  compensation  claims made by its  employees  or former  employees
(whether or not Transferred  Employees) that arise from events that occur before
the Closing.

         VII.3 Vacation and Bonus Pay. Prior to the Closing Sellers will pay all
unpaid  vacation,  bonus or any other  accrued  obligations  owed by  Sellers to
Transferred  Employees.  After the Closing,  Sellers will have no liability  for
vacation or bonus pay for Transferred Employees.

         VII.4 Other Liabilities Relating to Employees. Except to the extent set
forth in this Article, Buyer will not assume any liabilities or obligations with
respect to (i) any pension plan,  welfare plan or other employee benefit plan or
program relating to any present,  former or retired employees of Sellers or (ii)
any  severance,  separation or other  obligation to any of Sellers  employees or
affiliated  companies  or the  employees  thereof  which  may  result  from  the
consummation of the transactions contemplated by this Agreement.
<PAGE>
                                  ARTICLE VIII
                        CONDITIONS TO OBLIGATION OF BUYER

         The obligation of Buyer to consummate the transactions  contemplated by
this  Agreement  is  subject,  to  the  extent  not  waived,  to  the  following
conditions:

         VIII.1 Representations and Warranties.  Except for changes contemplated
by  this  Agreement  each  of the  representations  and  warranties  of  Sellers
contained in this Agreement (which  representations  and warranties  include the
information in the schedules corresponding thereto) shall be true and correct in
all material  respects as of the date of this  Agreement  and as of the Closing,
and Sellers shall have delivered to Buyer a certificate to that effect signed by
their appropriate  officers.  In addition,  but not by way of limitation,  Buyer
shall have received confirmation satisfactory to it that the contracts specified
in  Paragraph  VI  1(i)  of  Article  VI of this  Agreement  remain  enforceable
according to their terms.

         VIII.2  Performance of this  Agreement.  Sellers shall have complied in
all material respects with all of its obligations under this Agreement and shall
have delivered to Buyer a certificate to that effect signed by their appropriate
officers.

         VIII.3  Corporate  Authorization.  All corporate  action required to be
taken by  Sellers  in  connection  with the  transactions  contemplated  by this
Agreement  shall  have been  taken,  all  documents  incident  thereto  shall be
reasonably  satisfactory  in substance  and form to Buyer,  and Buyer shall have
received  such  originals  or  copies  of such  documents  as it may  reasonably
request.

         VIII.4  Consents  and  Approvals.  The  consents  and  approvals of all
Persons which (i) Sellers must obtain to transfer the Purchased Assets to Buyer;
(ii) Buyer  needs in order to be able to conduct  the  business of TRS after the
Closing,  shall have been obtained and all waiting periods specified by law with
respect thereto have passed,  and (iii) to the extent  necessary,  Sellers shall
have   obtained  all   approvals   from  any  parties   necessary  to  make  the
non-competition  provisions  contained in Article  VI.14  binding on the parties
mentioned therein.

         VIII.5 Estoppel  Certificates,  etc. Buyer shall have obtained executed
estoppel  certificates,  satisfactory  in form and substance to Buyer,  and such
other  information  with respect to the leases  which are part of the  Purchased
Assets as Buyer may reasonably request.

                                   ARTICLE IX
                       CONDITIONS TO OBLIGATION OF SELLERS

         The obligation of Sellers to consummate the  transactions  contemplated
by this  Agreement  is  subject,  to the extent  not  waived,  to the  following
conditions:

         IX.1  Representations  and Warranties.  Each of the representations and
warranties of Buyer  contained in this Agreement shall be true and correct as of
the date of this Agreement and as of the Closing, and Buyer shall have delivered
to Sellers a certificate to that effect signed by their appropriate officers.

         IX.2 Corporate Authorization. All corporate action required to be taken
by Buyer in connection  with the  transactions  contemplated  by this  Agreement
shall have been  taken,  all  documents  incident  thereto  shall be  reasonably
satisfactory  in substance and form to Sellers,  and Sellers shall have received
such originals or copies of such documents as they may reasonably request.
<PAGE>
                                    ARTICLE X
                                     CLOSING

         X.1 Time and Place of Closing.  The closing (the "Closing")  shall take
place on the latter of (i)  February  17, 1998 or (ii) such other date as may be
agreed  upon by the  parties  (either  of  which  dates is  referred  to in this
Agreement as the "Closing  Date").  The Closing can also be accomplished by mail
at the  parties  discretion,  provided  that all  conditions  to Closing for all
parties  are met and that the  Purchase  Price is in the  hands of the  Sellers'
escrow agent in form  satisfactory  to Sellers  prior  thereto.  Otherwise,  the
parties  can choose a physical  location  mutually  acceptable  to them.  If the
Closing takes place,  the Closing and all of the  transactions  contemplated  by
this  Agreement  shall be  deemed to have  occurred  simultaneously  and  become
effective as of 12:01 AM on the Closing Date.

          X.2  Deliveries  by Sellers.  At the Closing  Sellers shall deliver to
Buyer the following:

         (i) A Bill of Sale and  Assignment  and such other  documents as may be
         necessary to transfer to Buyer the remainder of the  Purchased  Assets,
         all of which shall be in form  satisfactory  to Buyer and  suitable for
         filing, registration or recording.

         (ii) the  Certificates  of the  officers  of Sellers  required  by this
         Agreement;  (iii)  evidence  that the  corporate  action  described  in
         Article VIII has been taken;  (iv) copies of any  consents  required by
         this  Agreement;   (v)  the  estoppel  certificates  required  by  this
         Agreement,  if  any;  (vi)  such  additional  documents  as  Buyer  may
         reasonably  request.  (vii) the TRS Stock, and all corporate records in
         the possession of Seller. X.3 Deliveries by Buyer. At the Closing Buyer
         shall deliver to Sellers the following:

         (i) the Purchase Price in immediately available funds;

         (ii) an instrument of assumption of liabilities,  in form  satisfactory
         to Sellers,  pursuant to which Buyer assumes all of the liabilities and
         obligations of Sellers required by this Agreement;

         (iiiii) such additional documents as Sellers may reasonably request.

                                   ARTICLE XI
                                 INDEMNIFICATION

         XI.1 Indemnification by Sellers.  Subject to the limitations  contained
in this Article, Sellers will indemnify and hold Buyer harmless from any damage,
loss, liability or expense (including,  without limitation,  reasonable expenses
of investigation  and litigation and reasonable  attorneys"',  accountants"' and
other professional fees) arising out of:

         (i) a breach of any  representation or warranty made by Sellers in this
Agreement;  (ii)  a  breach  of any  agreement  of  Sellers  contained  in  this
Agreement; (iii) any liability or obligation of Sellers not assumed by Buyer; or
XI.2 Third Party Claims.  The obligation of Sellers to indemnify Buyer under the
provisions of this Article with respect to claims  resulting  from the assertion
of  liability  by those not parties to this  Agreement  (including  governmental
claims for penalties,  fines and assessments)  shall be subject to the following
terms and conditions:
<PAGE>
         (i) Buyer shall give prompt  written notice to Sellers of any assertion
of   liability  by  a  third  party  which  might  give  rise  to  a  claim  for
indemnification,  which notice shall state the nature and basis of the assertion
and the amount thereof, to the extent known; provided, however, that no delay on
the part of Buyer in giving  notice shall relieve  Sellers of any  obligation to
indemnify  unless (and then solely to the extent that) Sellers are prejudiced by
such delay.

         (ii) To the extent that the claim for indemnification does not exceed a
Material  Adverse Amount,  unless within 30 days of receipt by Seller of Buyer's
notice of such claim  Seller  notifies  Buyer of Seller's  desire to dispute the
claim with the claimant prior to any payment to the claimant,  Buyer may pay and
settle any such claim and Seller  shall be obliged to  reimburse  Buyer for such
payment.  If Seller does wish to dispute the claim and notifies Buyer within the
aforesaid 30 day period, the claim shall be treated and handled according to the
terms of the remainder of this Article XI.

         (ii) If any action,  suit or proceeding  (a "Legal  Action") is brought
against  Buyer with respect to which Sellers may have an obligation to indemnify
Buyer, the Legal Action shall be defended by Sellers and such defense to include
all  proceedings  for appeal or review which counsel for Buyer shall  reasonably
deem appropriate.

         (iv)  Notwithstanding the provisions of the previous subsection of this
Article,  until Sellers shall have assumed the defense of any such Legal Action,
the  defense  shall be handled by Buyer.  Furthermore,  (A) if Buyer  shall have
reasonably  concluded that there are likely to be defenses  available to it that
are different from or in addition to those available to Sellers;  (B) if Sellers
fail to provide the Buyer with evidence reasonably  acceptable to the Buyer that
the  Sellers  have  sufficient  financial  resources  to defend and  fulfill its
indemnification  obligation  with respect to the Legal Action;  (C) if the Legal
Action involves other than money damages and seeks injunctive or other equitable
relief;  or (D) if a judgment  against  Buyer will, in the good faith opinion of
Buyer,  establish a custom or precedent which will be materially  adverse to the
best  interests of its  continuing  business,  Sellers  shall not be entitled to
assume the defense of the Legal  Action and the defense  shall be handled by the
Buyer.  If the  defense  of the  Legal  Action  is  handled  by Buyer  under the
provisions of this  subsection,  Sellers shall pay all legal and other  expenses
reasonably incurred by Buyer in conducting such defense.

         (v) In any Legal  Action  initiated  by a third  party and  defended by
Sellers (A) Buyer shall have the right to be represented by advisory counsel and
accountants,  at its own expense, (B) Sellers shall keep Buyer fully informed as
to the status of such Legal Action at all stages  thereof,  whether or not Buyer
is represented by its own counsel, (C) Sellers shall make available to Buyer and
its attorneys,  accountants and other representatives,  all books and records of
Sellers  relating to such Legal Action and (D) the parties  shall render to each
other  such  assistance  as may be  reasonably  required  in order to ensure the
proper and adequate defense of the Legal Action.

         (iiii) In any Legal  Action  initiated by a third party and defended by
Sellers,  Sellers  shall not make  settlement  of any claim  without the written
consent of Buyer,  which consent  shall not be  unreasonably  withheld.  Without
limiting the generality of the foregoing, it shall not be deemed unreasonable to
withhold consent to a settlement  involving injunctive or other equitable relief
against  Buyer or its  assets,  employees  or  business,  or relief  which Buyer
reasonably  believes  could  establish  a  custom  or  precedent  which  will be
materially adverse to the best interests of its continuing business.
<PAGE>
         XI.3     Limitations on Indemnification.

         (a)  Notwithstanding the foregoing  provisions of this Article,  except
for any liability  for unpaid  government  levies or taxes of any nature,  where
liability  shall  begin from dollar  one,  Sellers  shall not be liable to Buyer
under  this  Article  unless  and until the  aggregate  amount of its  liability
exceeds  $7,500,  and  thereafter  Buyer shall be  entitled  to  indemnification
thereunder only for the aggregate  amount of such liability in excess of $7,500.
The $40,000 trust fund set aside at Closing to cover undisclosed  liabilities or
claims shall be the first  source for  payments  that may become due as a result
this Article XI.

         (b)  All  damages  to  which  Buyer  may be  entitled  pursuant  to the
provisions of this Article  shall be net of any insurance  coverage with respect
thereto.

         XI.4 Survival;  Investigation.  The  representations  and warranties of
Sellers contained in this Agreement shall survive any investigation by Buyer and
shall not terminate  until the second  anniversary of the Closing (the "Survival
Date") at which time they shall lapse.  Notwithstanding  the  provisions  of the
preceding  sentence,   any  representation  or  warranty  in  respect  of  which
indemnification may be sought under this Article shall survive the Survival Date
if written notice, given in good faith, of a specific breach thereof is given to
Sellers prior to the Survival  Date,  whether or not liability has actually been
incurred.

                                   ARTICLE XII
                        TERMINATION, AMENDMENT AND WAIVER

         XII.1  Termination.  This Agreement may be terminated at any time prior
to the Closing:

         (i) by mutual consent of the Boards of Directors of Sellers and Buyer's
appropriate officials;

         (ii) by  Buyer  if any  condition  to  Buyer's  closing  has  not  been
fulfilled (unless such failure is the result of action by Buyer);

         (iii)  by Buyer  if any  change  has  occurred  since  the date of this
Agreement  which has or can  reasonably  be expected to have a material  adverse
effect upon the Purchased Assets or the business of TRS;

         (iv) by Sellers or Buyer if the  Closing  has not  occurred  by 11:59PM
Central Standard Time on February 28th, 1998.

         XII.2  Effect  of  Termination.  If this  Agreement  is  terminated  as
provided  above, it shall become wholly void and of no further force and effect,
and there  shall be no further  liability  or  obligation  on the part of either
party  except to pay such  expenses as are required of it and to comply with the
confidentiality  provisions  of  Section  6.6,  but such  termination  shall not
constitute a waiver by either party of any claim it may have for damages  caused
by reason of a material breach of a  representation,  warranty or agreement made
by the other party.

         XII.3 Amendment. This Agreement and the Schedules hereto may be amended
at any time prior to the Closing provided that any such amendment is approved in
writing by each of the parties.  All  representations  and warranties  which are
true and correct, as modified and approved, shall be deemed true and correct for
the purposes this Agreement.
<PAGE>
         XII.4 Extension;  Waiver. At any time prior to the Closing either party
which is  entitled  to the  benefits  thereof  may (i)  extend  the time for the
performance of any of the obligations of the other party, (ii) waive a breach of
a  representation  or warranty by the other party, or (iii) waive  compliance by
the other party with any of the agreements or conditions  contained herein.  Any
such  extension  or waiver  shall be valid if set forth in a written  instrument
signed by the party giving the extension or waiver.

                                  ARTICLE XIII
                               GENERAL PROVISIONS

         XIII.1 Notices.  All notices and other  communications  given hereunder
shall be in writing.  Notices shall be effective  when  delivered,  if delivered
personally.  Otherwise,  they shall be effective when sent to the parties at the
addresses or numbers listed below, as follows: (i) on the business day delivered
(or the next business day following delivery if not delivered on a business day)
if sent by a local or long distance courier, prepaid telegram,  telefax or other
facsimile  means,  or (ii) three days after  mailing if mailed by  registered or
certified U.S. mail, postage prepaid and return receipt requested.

If to Sellers to:
Dennis Brovarone
11249 West 103rd Drive
Westminster, CO 80021
Fax Number:  303-466-4826
with a copy to:


Attention:  __________________
Telefax No.:__________________

If to Buyer to:
David Julian
580 Washington
Glencoe  IL, 60022
Fax - 847-835-0529
with a copy to:
Bruce W. Grewell
200 Executive Way
Ponte Vedra Beach, FL 32082
Fax - 904-285-1002

         Any Person may change the address or number to which  notices are to be
delivered  to him, her or it by giving the other  Persons  named above notice of
the change in the manner set forth above.

         XIII.2  Governing Law. This Agreement shall be governed in all respects
by the laws of the State of Florida without regard to its choice of law rules.

         XIII.3  Schedules.  The information  contained in any schedule which is
referred to in any section of this  Agreement  with is by its terms  specific to
that section only shall be deemed to have been disclosed in connection with, and
to be incorporated into, that particular section only, and shall not be deemed a
part of any other section.

         XIII.4  Headings.  The  headings  contained in this  Agreement  are for
reference  purposes only and shall not affect the meaning or  interpretation  of
the Agreement.
<PAGE>

         XIII.5  Counterparts.  This  Agreement  may be  executed in two or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

         XIII.6  Miscellaneous.   This  Agreement  (i)  constitutes  the  entire
agreement and supersedes all other prior  agreements  and  understandings,  both
written and oral, between the parties with respect to the subject matter hereof;
(ii) is not  intended to and shall not confer  upon any  Person,  other than the
parties  hereto,  any rights or  remedies;  and (iii)  shall not be  assigned by
operation of law or otherwise (except that Buyer may assign its rights hereunder
to an affiliated company or entity).

         IN WITNESS  WHEREOF the parties hereto have caused this Agreement to be
executed and their  corporate  seals to be hereto  affixed and attested by their
duly authorized officers. Ethika Corporation

By_________________________________

Title______________________________
[Corporate Seal]
ATTEST:________________________
Secretary



Text Retrieval Systems, Inc.

By_________________________________
Title______________________________ [Corporate Seal]
ATTEST:_____________________________
Secretary

TRS Acquisition Corp.

By_________________________________
Title______________________________[Corporate Seal]
ATTEST:_____________________________
Secretary
<PAGE>
                                                                       (4)(2)(8)

                            STOCK PURCHASE AGREEMENT

                  Compass Data Systems,  Inc., a Utah  corporation  ("Company"),
Ethika Corporation,  a Mississippi corporation ("Seller") and Ben Ezra Weinstein
& Company, Inc., a New Mexico corporation ("Buyer") agree:

                  1.   Recitals.   Company  owns  and  operates  an   electronic
publishing  company in Salt Lake  City,  Utah  ("Business").  Seller is the only
shareholder  of Company.  Seller  wants to sell and Buyer wants to purchase  the
stock of Company as provided in this Purchase Agreement ("Agreement").

                  2. Sale of Stock.  Seller will sell and transfer to Buyer, and
Buyer,  in  reliance  on the terms of this  Agreement,  will buy and accept from
Seller at the time of  consummation  of the  transactions  contemplated  by this
Agreement ("Closing"),  subject to this Agreement, all of the outstanding shares
of stock of Company ("Stock").

                  3. Purchase Price. The purchase price for the Stock ("Purchase
Price")  will be paid by Buyer to Seller by the  delivery  of 565,000  shares of
Buyer's convertible Preferred B class stock from Buyer to Seller at Closing.

                  4. Excluded Assets and  Liabilities.  Buyer is not assuming or
accepting  any  obligations  or duties  unless  specifically  described  in this
Agreement ("Assumed Obligations").

                  5. Warranties and  Representations Of Seller.  Seller warrants
and  represents  to  Buyer  that  the  following  are  true on the  date of this
Agreement and at Closing:

                           A. Organization and Standing of Company. Company is a
duly organized and validly  existing Utah  corporation in good standing and duly
qualified  to  transact  its  business  under the laws of Utah.  Company  has no
subsidiaries  or  partners,  is not a member  of any  joint  venture  and is not
required to be qualified to transact  business as a foreign  corporation  in any
state because of the nature of its property  owned or the nature of its business
transacted,  has  current  minute  books and stock  books and has full power and
authority to carry on the Business as it is now being  conducted  and to own and
operate its assets, property and business.

                           B.  Organization  and  Standing of Seller;  Ownership
Approval.   Seller  is  a  duly  organized  and  validly  existing   Mississippi
corporation  in good standing and duly  qualified to transact its business under
the laws of Mississippi.  Seller's ownership  interest in Company  constitutes a
100%  ownership  interest in Company and no other person or entity has any right
or claim to  ownership  in Company or from which  approval  of the  transactions
contemplated  by this  Agreement  would be  required.  Seller has  approved  the
execution of this Agreement and consummation of the transactions contemplated by
this  Agreement and has authorized  Seller's  officers to take all action and to
execute,  acknowledge  and deliver all documents  appropriate  to consummate the
transaction  contemplated by this  Agreement.  No other corporate or shareholder
approval or consents are necessary.
<PAGE>
                           C.  Capitalization.  Company is  authorized  to issue
20,000,000  shares of $0.01  par value  common  stock.  Seller  owns 100% of the
shares of Stock which represent the entire  ownership  interest of Company.  The
Stock is all the issued and outstanding  shares of Company.  A copy of the stock
certificate  representing  the Stock is attached as Exhibit 5.C.  Company  holds
none of its shares as treasury shares.  The Stock has been validly issued and is
fully paid and non-assessable. There are no outstanding subscriptions,  options,
warrants, calls, commitments, or agreements relating to the authorized or issued
shares of Company.

                           D. Stock Ownership.  Seller owns and will transfer to
Buyer,  at  Closing,  good  title to the  Stock,  free from  encumbrance  or any
contractual or other  restrictions on its transfer or encumbrance,  and has full
power,  right and  authority  to  transfer  the Stock to Buyer  pursuant to this
Agreement.

                           E. Absence of Changes.  Subsequent to the date of the
Financial  Statements (as "Financial  Statements" are defined below),  there has
not been (i) any material adverse change in the financial  condition,  business,
or operation of Company, or any material obligation or liability incurred,  (ii)
any damage, destruction, or loss, whether or not covered by insurance, adversely
affecting Company's properties or the Business, (iii) any declaration or payment
of any cash, property, or stock dividend or distribution,  or any redemption, or
acquisition in lieu of redemption, of Company's securities, or (iv) any increase
in  compensation,  bonus payment or employment  arrangement  made to or with any
officer or director. Subsequent to the date of the Financial Statements, Company
has not  merged,  consolidated  or  amalgamated  with any other form of business
entity, changed its form of organization,  articles of incorporation,  bylaws or
authorized  shares,  granted  any  rights,  warrants,  options,  or  commitments
relating to its  shares,  redeemed,  issued,  purchased  or acquired  any of its
shares,   or  declared  or  paid  any  cash,   property  or  stock  dividend  or
distribution.

                           F. Absence of Liabilities. No shareholder, officer or
director owns any asset, tangible or intangible,  which is used in the Business.
Company  will  not  have at  Closing  any  liabilities,  obligations,  liens  or
encumbrances whether accrued, absolute, contingent, or otherwise, arising out of
transactions  entered  into, or any state of facts  existing,  prior to Closing,
except (i) those disclosed by the Financial  Statements,  and (ii)  non-material
obligations  incurred in the ordinary course of Company's business from the date
of the Financial Statements to Closing.  Seller and Company presently know of no
assertion or basis for assertion against Company of any liability, including any
liability  arising  out of the  employment  of present and former  employees  or
independent  contractors,  except as disclosed in this Agreement, and Seller and
Company will promptly  disclose to Buyer any assertion or facts or circumstances
from which an assertion of any liability might arise, which they become aware of
prior to or at Closing.  The searches of the records of the County Clerk of Salt
Lake  County  and the  Uniform  Commercial  Code  records of the  Department  of
Commerce of the State of Utah covering the personal property of Company, showing
the existence of any liens, encumbrances,  restrictions or reservations thereon,
copies of which are attached as Exhibit 7.E.,  are true,  accurate and complete.
The professional fees of Seller and Company,  including  without  limitation the
lawyer,  accounting and broker  commission fees, if any,  incurred in connection
with services relating to this transaction or otherwise arising prior to Closing
will be assumed by and paid directly by the Seller.
<PAGE>
                           G.  Absence  of  Claims.   There  are  no  judgments,
actions, suits, claims, proceedings, or investigations,  pending, or threatened,
against or affecting Company in any court, or before any governmental department
or  agency,  and no basis  for any  such  action,  suit,  claim,  proceeding  or
investigation is known to Seller and Company.

                           H. Absence of Restrictions. There are no restrictions
in the articles of incorporation,  bylaws,  stock  certificates,  stock books or
minute books of Company, or in any other documents,  which make the execution of
this  Agreement,  or the  consummation of the  transaction  contemplated  hereby
invalid,  or a  default  under or  breach of any  agreement  by which  Seller or
Company  are  bound.  Seller  has not  entered  into any  stock  restriction  or
shareholder agreements. Company and Seller have not executed or entered into any
non-competition  or other agreements which could restrict the ability of Company
to compete in any line of business or would obligate  Company to continue in any
line of business.

                           I.  Insurance.  Company has in force,  and has had in
force during the last five years,  adequate public liability and property damage
insurance  and has  provided  Buyer  with  copies  of all  applicable  insurance
documents.  Company is not in default with respect to any provision contained in
any policy of insurance maintained by Company on its property,  assets, business
or personnel, or covering its liability, nor has it failed to give any notice or
present any claim thereunder in timely fashion.

                           J.  Licenses  and  Permits.  Company has all federal,
state and local licenses,  permits and  authorizations  necessary to conduct its
business,  and such licenses,  permits and authorizations are in effect. Exhibit
5.J. lists all permits, licenses, franchises, zoning and land use authorizations
and other regulatory approvals or filings material to ownership and operation of
the  Business  ("Permits"),  plus the names of any third party from whom consent
must be obtained  to effect a transfer of the Permits to Buyer (or  substitution
of Buyer), as a result of the transactions  contemplated by this Agreement.  All
copies attached to Exhibit 5.J. are true,  accurate and complete.  Copies of all
other records, notifications,  reports, permit and license applications, studies
and  environmental   impact  reports  or  assessments  that  relate  or  contain
information  relating to the  operation of the Business or Company filed with or
submitted to appropriate governmental agencies or lenders or prospective lenders
by or on behalf of the Business or Company, and of all material notifications or
responses from such governmental agencies, have been delivered to Buyer.

                           K.  Financial  Statements.  Company  or  Seller  have
delivered  to Buyer  financial  statements  of Company,  copies of which will be
attached  at  Closing  as  Exhibit  5.K.  ("Financial  Statements"),  and  other
information described in this Agreement,  including without limitation all items
described   on  the   exhibits  and   schedules   attached  to  this   Agreement
("Information").  The Financial  Statements are true and correct in all material
respects,  were  prepared  in  accordance  with  generally  accepted  accounting
principles  applied  on a basis  consistent  with prior  periods,  set forth all
assets and liabilities,  contingent or otherwise,  and the results of operations
of Company and fairly  present the  financial  condition  of Company as of their
dates. The Information is true,  accurate,  complete and correct in all material
respects.
<PAGE>
                           L.  Taxes.  Seller  and  Company  have  paid  or made
adequate  provision  for the payment of all  federal,  state,  and local  taxes,
including but not limited to gross  receipts,  sales and  compensating  or other
taxes  payable by Company.  Seller and Company  have  accurately  and  correctly
prepared and filed, on a timely basis,  all required  federal,  state, and local
taxes,  including but not limited to gross  receipts,  sales,  compensating  and
other tax and information  returns due for all fiscal periods ended on or before
Closing. There are no tax examinations in progress or claims against Company for
federal,  state, local or other taxes (including penalties and interest) for any
period or periods  prior to Closing.  Company has not entered into any agreement
or other document extending the period for assessment or collection of any taxes
or any statute of  limitations or any closing  agreement  under any provision of
foreign,  state or local tax law that relates to the Business or  operations  of
Company.  Seller is obligated for and is  responsible  for all tax  liabilities,
penalties,  premiums,  and the like  relating to the affairs and  operations  of
Company prior to and including the date of Closing, whether assessed or accruing
before or after Closing.  Copies of all federal, state, local, and other tax and
information  returns  for  Company  for  years  prior  to  Closing  will be made
available to Buyer upon reasonable request and are among the records of Company.
The parties will furnish or cause to be furnished to each other,  upon  request,
as promptly as  practicable,  such  information  (including  access to books and
records) and assistance  relating to Company as may be reasonably  necessary for
preparation of the filing of any return,  for the preparation of any audit,  and
for the prosecution or defense of any claim, suit or proceeding  relating to any
proposed  adjustment of taxes. The parties will cooperate with each other in the
conduct of any audit or other  proceedings  involving Company or any entity with
which it is consolidated or combined for any tax purposes,  provided that, Buyer
has the right to control the  resolution of such audit or settlement  proceeding
for which Buyer or Seller is to bear the cost of any resulting tax,  interest or
penalties. There are no sales, use or other transfer taxes payable by Company in
connection with the  transactions  described in this Agreement,  except sales or
transfer  taxes  regarding  vehicles  transferred  under this  Agreement.  Buyer
intends to submit an application  for issuance of a certificate of tax clearance
to the  applicable  Utah  authorities  contemporaneously  with execution of this
Agreement; Seller consents to and authorizes such submission.

                           M. Contracts.  Company has no contracts,  agreements,
leases,  licenses,  licensing  agreements or commitments  not terminable at will
without penalty, except (1) for contracts with various companies as specifically
itemized  and  described  on  attached  Exhibit  5.M (1),  to which  copies  are
attached, and (2) for debt obligations as specifically itemized and described on
attached  Exhibit  5.M  (2),  to  which  copies  are  attached.  Company  has no
significant or material oral contracts or commitments. Company has performed all
its contracts, agreements, leases or commitments and is not in default under any
of them nor has any person or third party claimed a default  exists under any of
them. All contracts and other  agreements,  leases,  licenses and commitments to
which  Company is a party are in effect,  and no consent of any third party with
respect to this  transaction is required.  Any disclosure in this paragraph does
not waive or discharge the obligations of Seller and Company to properly deliver
releases,  consents  or  waivers to Buyer on or before  Closing of any  contract
which is not  assignable or  transferable  without the consent of a third-party.
Company has not  received  notice of the  termination  of any current  contract,
agreement,  lease, license or commitment,  and has no reason to believe any such
termination is pending or threatened.
<PAGE>
                           N. Assets and Title.  A list of all assets of Company
showing,  for tangible assets where each is physically located, are described on
attached  Exhibit 5.N. To the extent that any  specific  asset of Company is not
properly  titled as being  owned by Company,  Seller and  Company  will take all
action and execute all  documents,  instruments  and  certificates  necessary to
properly  reflect  Company  ownership.  Company owns and has good and marketable
title to all of its assets subject to no liens or encumbrances  other than those
described on attached  Exhibit  5.M.(2).  Company's  assets  conform to federal,
state and local fire, building, zoning, health and safety codes, regulations and
rules, and no default or violation exists with respect to them.  Company has not
sold, transferred,  licensed, leased, or encumbered any assets other than in the
ordinary course of business.

                           O.  Intellectual  Property.  The  term  "Intellectual
Property" means:  (i) the name Compass Data Systems,  Inc.,  fictional  business
names, trading names, registered and unregistered trademarks, service marks, and
applications  (collectively,  "Marks"), (ii) patents,  patent applications,  and
improvements,   inventions   and   discoveries   whether   or   not   patentable
(collectively,   "Patents"),  (iii)  copyrights  in  both  published  works  and
unpublished works (collectively, "Copyrights") and (iv) know-how, trade secrets,
confidential  or  proprietary   information  and  material,   including  without
limitation customer lists,  technical  information,  data, process,  technology,
plans,  drawings and blue prints,  algorithms and flow charts  relating to items
(i), (ii), and (iii) (collectively, "Proprietary Information").

                                    (1)  Company   owns  all  its   Intellectual
Property,  including without  limitation the items listed in paragraphs  5(O)(2)
through 5(O)(4) below and any other Intellectual  Property that is necessary for
or used in the  operation  of  Company  free and  clear of all  liens,  security
interests,  charges,  encumbrances,  equities, and other adverse claims, and has
the right to use,  without  payment to a third  party,  all of the  Intellectual
Property in development by Company.

                                    (2) Exhibit 5.0(1).  contains a complete and
accurate  list and summary  description  of all Patents and patent  applications
used by Company.  All of the issued  Patents are  currently in  compliance  with
formal  legal  requirements  (including  payment  of  filing,  examination,  and
maintenance fees and proofs of working or use), are valid and  enforceable,  and
are not subject to any fees or taxes or actions  falling due within  ninety days
of Closing. No Patent has been or is now involved in any interference,  reissue,
reexamination,  or opposition  proceeding.  To Seller's  knowledge,  there is no
potentially  interfering  patent or patent  application  of any third party.  No
Patent is infringed or, to Seller's knowledge, has been challenged or threatened
in any way,  and to Seller's  knowledge,  no basis  exists for such a challenge.
None of the products  manufactured and sold, nor any process or know-how used by
Company  infringes  or is alleged to  infringe  any patent or other  proprietary
right of any person.  All products  made,  used,  or sold under the Patents have
been marked with the proper patent notice.

                                    (3) Exhibit  5.0(2)  contains a complete and
accurate list and summary description of all Marks used or owned by Company. All
Marks that have been  registered  with the United  States  Patent and  Trademark
Office are currently in compliance with all formal legal requirements (including
the timely  post-registration  filing of affidavits of use and  incontestability
and renewal applications), are valid and enforceable, and are not subject to any
fees or taxes or actions falling due within ninety days of Closing.  No Mark has
been  or is  now  involved  in any  opposition,  invalidation,  cancellation  or
<PAGE>
concurrent  use  proceeding,  and to Seller's and Company's  knowledge,  no such
proceeding is threatened  with the respect to any of the Marks,  and there is no
basis for any such proceeding.  To Seller's  knowledge,  there is no potentially
interfering  trademark or trademark  application of any third party.  No Mark is
infringed or, to Seller's  knowledge,  has been  challenged or threatened in any
way.  None of the Marks used by Company  infringes or is alleged to infringe any
trade name,  trademark,  or service  mark of any third  party.  All products and
materials  relating to services that are  identified  by a federally  registered
Mark bear the proper federal registration notice.

                                    (4) Exhibit 5.0(3).  Contains a complete and
accurate  list  and  summary  description  of all  Copyrights  used or  owned by
Company. All the Copyrights have been registered and are currently in compliance
with formal legal requirements,  are valid and enforceable,  and are not subject
to any fees or taxes or actions  falling due within  ninety days of Closing.  No
Copyright  is  infringed  or, to  Seller's  and  Company's  knowledge,  has been
challenged or  threatened  in any way. None of the subject  matter of any of the
Copyrights  infringes or is alleged to infringe any copyright of any third party
or is a  derivative  work  based  on  the  work  of a  third  party.  All  works
encompassed by the Copyrights have been marked with the proper copyright notice.

                                    (5)   With   respect   to  the   Proprietary
Information,  the  documentation  relating to such  Proprietary  Information  is
current,  accurate, and sufficient in detail and content to identify and explain
it and to allow its full and proper use  without  reliance on the  knowledge  or
memory  of  any  individual.  Seller  and  Company  have  taken  all  reasonable
precautions  to protect the  secrecy,  confidentiality,  and value of  Company's
Proprietary  Information.  Company has good title and absolute  right to use the
Proprietary Information.

                                    (6) The Company's trade secrets are not part
of the public knowledge or literature, and, to Seller's knowledge, have not been
used,  divulged,  or appropriated either for the benefit of any person or to the
detriment  of Company.  Company's  trade  secrets are not subject to any adverse
claim nor have they been challenged or threatened in any way.

                                    (7)  Company  has  not  licensed  any of its
Intellectual Property.

                           P. Compliance With Laws.  Company has complied and is
in compliance with all applicable federal, state, local and Indian laws, or laws
of any other  governmental  authority  or any  ordinances,  rules,  regulations,
orders,  judgments,  awards,  decrees,  consent  judgments,  consent  orders and
requirements,  including  without  limitation  any zoning  and health  statutes,
ordinances  and  regulations,   and  all  Environmental  Laws  (defined  below),
(collectively, "Laws") applicable to Seller and Company, and no material default
or violation  under any Laws exists with  respect to Company or Seller.  Company
and Seller are not subject to and have not received  notice from any third party
or  governmental  authority of any alleged  environmental,  employment,  zoning,
building,  fire,  safety or health code violations  with respect to Company.  No
WARN Act notices are required. Company presently holds all the permits, licenses
and franchises  that are necessary for its current and future use,  occupancy or
operation of its assets or properties  or the conduct of the Business.  No basis
for any such action, suit or proceeding or investigation is known.
<PAGE>
                           Q. Environmental Matters.

                                    (1)   "Hazardous    Material"    means   the
substances  (i)  defined  as  "Hazardous  Waste" in 40 CFR 261,  and  substances
defined in any  comparable  New Mexico or Utah statute or  regulation;  (ii) any
substance,   the  presence  of  which  requires   remediation  pursuant  to  any
Environmental  Laws;  and (iii) any  substance  disposed  of in a manner  not in
compliance with Environmental Laws.

                                    (2) "Environmental Laws" means the Hazardous
Waste Act,  Sections  74-4-1  through  74-4-13  NMSA 1978,  as amended,  and the
Federal  Hazardous  Waste Act, 40 CFR et seq.,  the  Resource  Conservation  and
Recovery   24Act,   42  U.S.C.   Sections  6901,  et  seq.,  the   Comprehensive
Environmental  Response,  Compensation  and  Liability  Act of 1980,  42  U.S.C.
Sections 9600, et seq. as amended,  the Toxic Substances  Control Act, 15 U.S.C.
Sections 2601, et seq., the Clear Air Act, 42 U.S.C. Sections 7401, et seq., the
Clean Water Act, 33 U.S.C.  Sections 1251, et seq., the Occupational  Safety and
Health Act of 1970, as amended and any regulations promulgated from time to time
as provided in any of those Acts, together with all other laws (including rules,
regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and
charges  thereunder)  of  federal,  state,  local and Indian  law,  and  foreign
governments (and all agencies thereof) concerning pollution or protection of the
environment,  public health and safety, or employee health and safety, including
laws  relating to emissions,  discharges,  releases,  or threatened  releases of
pollutants,   contaminants,  or  chemical,   industrial,   hazardous,  or  toxic
materials,  substances or wastes into ambient air, surface water,  ground water,
or lands or otherwise  relating to the  manufacture,  processing,  distribution,
use,  treatment,  storage,  disposal,  transport,  or  handling  of  pollutants,
contaminants, or chemical, industrial, hazardous, or toxic materials, substances
or wastes.

                                    (3)  Except as  permitted  under  applicable
Environmental  Laws,  no  Hazardous  Materials  have been  accepted,  processed,
handled,  transferred,  generated,  treated,  stored or  disposed of at, in, on,
within or under the  surface  of  Sellers'  assets,  properties  or  facilities.
Company has not accepted, processed,  handled, transferred,  generated, treated,
stored  or  disposed  of any  asbestos,  medical  waste,  radioactive  waste  or
municipal waste, except in compliance with all applicable Environmental Laws.

                                    (4)  Company  and  Seller  have  never  been
subject to nor received any notice of any  private,  administrative  or judicial
action,  or notice of any intended  private,  administrative  or judicial action
relating to the presence or alleged  presence of Hazardous  Material in,  under,
upon or emanating  from  Company.  There are no pending and, to the knowledge of
Company and Seller,  no threatened  actions or proceedings from any governmental
agency or any other entity  involving  remediation  of any condition  (including
without  limitation   petroleum   contamination)  of  Company  pursuant  to  any
Environmental Laws.

                                    (5)  Except  as  allowed  under   applicable
Environmental  Laws,  Company  has not sent,  transported  or  arranged  for the
transportation or disposal of any Hazardous  Material,  to any site, location or
facility.

                                    (6)  Except  as  allowed  under   applicable
Environmental  Laws,  Company  employees,  in the  course  and  scope  of  their
employment, have not been exposed to Hazardous Waste.
<PAGE>
                                    (7)  Except  as  allowed  under   applicable
Environmental Laws,  underground storage tanks containing  petroleum products or
wastes or other hazardous  substances regulated by Environmental Laws have never
been located on Company's assets, properties or facilities.

                           R. Benefit  Plans.  Except for the  employee  benefit
plans, copies of which will be attached at Closing as Exhibit 5.R., Company does
not maintain, contribute to or have an obligation to contribute to any "employee
benefit  plan" (as defined in Section  3(3) of the  Employee  Retirement  Income
Security Act of 1974 ("ERISA")),  or any other severance,  bonus,  stock option,
stock appreciation,  stock purchase,  retirement,  insurance,  health,  welfare,
vacation,  pension,  profit-sharing or deferred  compensation plan, agreement or
arrangement providing benefits for employees or former employees of Company (the
"Employee  Plans"),  nor has Company or any officer or director of Company taken
any action directly or indirectly to obligate  Company to establish any Employee
Plan.  The attached  copies of the Company's  current  Employee  Plans are true,
complete  and  accurate.  With  respect to any  Employee  Plan,  Company  has no
liability  which  would  have  a  material   adverse  effect  upon  the  assets,
liabilities,  business,  operations,  conditions  (financial  or  otherwise)  or
properties of the Business or Company. All Employee Plans are or were adequately
and  properly  funded  as  required  by law.  There  are no  insurance  policies
providing  benefits under any Employee Plan.  Company has not participated in or
made contributions to any "multi-employer  plan" as defined in ERISA. Company is
under no obligation or liability to provide former employees,  retirees or their
dependents with any benefits. Company has properly complied with COBRA.

                           S.  Employees.  No Worker  Adjustment  and Retraining
Notification Act ("WARN") compliance or notices are required as a result of this
transaction.  No employee of Company  ("Employee" or  "Employees")  is part of a
union or collective  bargaining  group and no union  organizational  activity is
pending affecting  Employees.  Company and Seller have provided Buyer with true,
complete and accurate census information and compensation  information about the
Employees.  All Employees  are  employees at will.  Seller will cause Company to
terminate the employment of all its Employees. Seller will be solely responsible
for all damages  resulting from or related to the  termination of the Employees.
Seller and Company will permit Buyer to offer  employment  to some or all of the
Employees  prior to or after Closing.  Buyer will provide Company with the names
of any Employees who are offered  employment and who actually become employed by
Buyer through  Company  after  Closing.  Buyer will have absolute  discretion in
determining the terms,  conditions and benefits relating to any such employment.
Nothing  contained in this  Agreement will obligate Buyer to offer to employ any
of the  Employees.  The names and  addresses  of the  officers,  directors,  the
registered  agent of Company,  the address of the registered  office of Company,
and the names of all employees or  independent  contractors  whose  compensation
from Company for the current  calendar year will exceed  $5,000.00,  showing the
full  amount paid or payable to each such  person for  services  rendered in the
current and prior calendar years, are described on attached Exhibit 5.S. Company
has not participated in or made  contributions to any  "multi-employer  plan" as
defined in the ERISA. Company has experienced no material work stoppage or labor
difficulty.  Company  has no  vacation  time owed or  accruing.  Company  has no
employee handbook, employment and/or human resources policies.

                           T.  Customers'  Billings  and  Current  Receipts.   A
current list of the customers Company serves on an ongoing basis, including name
and location as of the date of this  Agreement  is attached as Exhibit  5.T.(1).
None of the  customers  as of the  date  of  this  Agreement  have  canceled  or
substantially  reduced  service or are currently  attempting or  threatening  to
cancel or substantially  reduce service. A copy of the standard form of customer
contract used by Company is attached as Exhibit 5.T(2), along with copies of all
executed customer contracts.
<PAGE>
                           U. Bank Accounts.  Company's bank account is with Key
Bank of Salt Lake City,UT.

                           V.  Accounts  Receivable.  Company has  delivered  to
Buyer an accurate list of Company's accounts receivable,  which list is attached
as Exhibit 5.V.,  which  statements are true,  accurate and complete as of their
dates.  All accounts  receivable of Company are reflected  properly on its books
and records,  all  receivables of Company are valid  receivables,  subject to no
setoffs or  counterclaims,  and to the knowledge of Seller are collectible,  and
all accounts  receivable of Company are  collectable  in  accordance  with their
terms at their valued amounts.

                           W.  Disclosure.  No  representation  or  warranty  by
Seller in this  Agreement  or its exhibits and  schedules,  or in any  document,
statement or certificate  furnished or to be furnished to Buyer pursuant  hereto
or in connection  with the  transaction  contemplated  hereby,  contains or will
contain any untrue  statement of a material fact, or omits or will omit to state
a  material  fact  necessary  to  make  the  statements  contained  therein  not
misleading.

                           X. No  Registration.  Seller is aware that no federal
or state  agency has made any finding or  determination  as to the  fairness for
public investment, nor any recommendation or endorsement,  of the Buyer's shares
to be issued to Seller in  payment  of the  Purchase  Price  ("Shares")  and the
Shares will not be registered under the Securities Act of 1933 (the "1933 Act"),
the Securities Act of New Mexico or the securities act of any other state.

                           Y. Investigation. Seller understands that in order to
ensure that the  issuance  of the Shares to Seller is exempt  from  registration
under the securities  laws of New Mexico,  Buyer is required to have  reasonable
grounds to believe,  and must actually  believe,  the  transaction  involves the
distribution of securities in connection with a merger, consolidation,  exchange
of  securities,  sale of assets or other  reorganization.  Seller has sufficient
knowledge  and  experience  in financial  and business  matters in general,  and
investments  in  particular,  to be fully capable of  evaluating  the merits and
risks of accepting the Shares in payment of the Purchase Price.  Seller has been
furnished,  has read, and understands certain information  ("Information") about
the formation and prospects of Buyer. Seller has no questions  concerning Buyer,
the  Shares  or the  business  of Buyer  which  have not been  answered  and has
obtained all the information  concerning these matters which the Seller desires.
Seller is able to bear the economic  risk of accepting  the Shares in payment of
the Purchase  Price,  including  the possible  complete  loss of their value and
possible  inability to sell or transfer the Shares for an  indefinite  period of
time.

                           Z. No Transfer.  Seller is  accepting  the Shares for
its own account in complete  payment of the  Purchase  Price and not with a view
to, or for sale in connection  with, the distribution or transfer  thereof,  and
the Seller is not  participating  directly or  indirectly in a  distribution  or
transfer of the  Shares,  or in the  underwriting  of any such  distribution  or
transfer of the  Shares,  or in the  underwriting  of any such  distribution  or
transfer of the Shares, nor will the Seller act in any way that would constitute
the Seller as an underwriter, within the meaning of the 1933 Act, of the Shares.
Seller understands that in order for the Shares to be qualified for an exemption
from  registration,  Seller  must  represent  and  warrant  that Seller will not
transfer or sell the Shares in the absence of registration under the 1933 Act or
<PAGE>
an exemption  therefrom.  Seller will, before any proposed sale, pledge, gift or
other  transfer,  for  value or  otherwise,  of any or all of the  Shares or any
interest or  interests  therein (a  "Transfer"),  give  written  notice to Buyer
expressing Seller's desire to effect the Transfer and describing the Transfer in
detail,  accompanied by an opinion of the Seller's counsel,  satisfactory in all
respects to Buyer's  counsel,  to the effect that the  proposed  Transfer may be
conducted  in the manner set forth in the notice  without  violation of the 1933
Act or  pursuant  to an  exemption  from  registration  under the 1933 Act,  the
availability of which is to be established to the satisfaction of Buyer.  Seller
understands  that Buyer  will make,  or will  advise the  transfer  agent of the
Shares to make,  stop transfer  notations on its records  relating to the Shares
and the  certificates  representing  the Shares will have an appropriate  legend
imprinted or typed on the face of the Certificate.

                  6. Warranties and Representations of Buyer. Buyer warrants and
represents to Seller that the  following are true on the date of this  Agreement
and at Closing:

                           A.  Organization  and  Standing of Buyer.  Buyer is a
duly organized and validly existing  corporation in good standing under the laws
of the State of New Mexico,  is duly  authorized  to transact  business in every
state in which  the  character  of its  property  owned,  or the  nature  of its
business transacted requires it to be licensed or qualified to do business,  and
has  full  power  and  authority  to carry on its  business  as it is now  being
conducted,  to own and  operate  its  assets,  property,  and  business,  and to
consummate the transaction contemplated by this Agreement.

                           B.  Restrictions.  There are no  restrictions  in the
articles of incorporation,  bylaws, stock certificates,  stock records or minute
books of the  Buyer,  or  other  documents  which  make  the  execution  of this
Agreement,  or the  consummation of the transaction  hereby  contemplated by the
Buyer invalid.

                           C. Directors'  Action.  The Board of Directors of the
Buyer has  approved the  execution of this  Agreement,  and has  authorized  its
officers  to take all  actions  and to  execute,  acknowledge  and  deliver  all
instruments  necessary or proper to consummate the  transaction  contemplated in
this Agreement.

                                    7. Conduct of Business Until Closing.  After
execution of this Agreement and until Closing:

                           A. Access. Seller and Company will give Buyer and its
counsel,  accountants,  and other  representatives  (i) reasonable access during
normal business hours to all of Company's properties, offices, books, contracts,
commitments,  and records  relating to the  Business,  and (ii) all  information
concerning Company's affairs reasonably requested by Buyer.

                           B. No Merger. Company will not merge,  consolidate or
amalgamate  with  any  other  form  of  business  entity,  change  its  form  of
organization,  articles of incorporation,  bylaws,  grant any rights,  warrants,
options, or commitments relating to any interest in Company and will not redeem,
issue,  purchase or acquire any interest in Company, or declare or pay any cash,
property or other dividend or distribution to any shareholder of Company.
<PAGE>
                           C.  Ordinary  Course.  Company will conduct  business
only in the ordinary course, keep all insurance  policies,  or renewals thereof,
in  force,  and give all  notices  or  claims  to be made  thereunder  in timely
fashion,  and maintain its physical  property in good  operating  condition  and
repair. Company will not sell, transfer,  license, lease, or encumber any assets
other than in the ordinary and historic course of business.

                           D. Relationships.  Company will use its best efforts,
without making any commitments on Buyer's behalf, to preserve Company's business
organization intact, to keep available the services of present employees, and to
preserve the goodwill of the customers and others having business relations with
Company.  Company will not increase the  compensation  payable by Company to any
officer, director, or employee.

                           E.  Possession.  Buyer  will take  possession  of the
Company's  assets at  Closing.  Seller  and  Company  have  risk of loss  before
Closing.

                  8.  Seller's  Conditions   Precedent.   Seller  will  have  no
obligation to consummate the transactions  contemplated by this Agreement unless
each of the  following  conditions  have been  fulfilled by Buyer,  or waived by
Seller, prior to or at Closing:

                           A.  Representations  and Warranties  True at Closing.
Buyer's representations and warranties are true at the time of Closing as though
such representations and warranties were made at such time.

                           B. Performance. Buyer has performed and complied with
all  agreements  and  conditions  required by this  Agreement to be performed or
complied with by Buyer prior to or at Closing.

                  9. Buyer's Conditions Precedent. Buyer will have no obligation
to consummate the transactions contemplated by this Agreement unless each of the
following  conditions  have been  fulfilled by Seller and Company,  or waived by
Buyer, prior to or at Closing:

                           A.  Representations  and Warranties  True at Closing.
The representations and warranties of Seller and Company are true at the time of
Closing as though such representations and warranties were made at such time.

                           B. Performance. Seller and Company have performed and
complied with all  agreements  and  conditions  required by this Agreement to be
performed or complied with by Seller or Company prior to or at Closing.

                           C. Consents and Approvals. All necessary consents and
approvals to the transactions  contemplated by this Agreement from any person or
entity have been  attained in form and on terms  acceptable  to Buyer  including
without  limitation  any consents,  approvals or  expirations  of any waiting or
notice periods required under the New Mexico Securities Act. ("Consents").

                           D. Employment Agreement.  Buyer and Eric Frederickson
have  executed an  Employment  Agreement  substantially  in the form of attached
Exhibit 9.D.

                           E.  Noncompetition  Agreement.  Seller has executed a
non-competition agreement substantially in the form of attached Exhibit 9.E.
<PAGE>
                           F. Exhibits and Schedules. All schedules and Exhibits
described in this Agreement or any related document,  are acceptable to Buyer in
its sole discretion.

                  10. Closing.  Closing will occur no later than Tuesday,  March
31, 1998,  unless extended in writing by mutual consent of Buyer and Seller.  If
the  conditions  precedent  have  been  performed  or  waived,  the  transaction
contemplated by this Agreement will be consummated.  If the conditions precedent
have not been  performed  or waived,  Closing may be extended by mutual  written
agreement  of Buyer and Seller,  or if not, the parties will have the rights and
remedies  described  in  paragraph  11  below.  Closing  will  occur and will be
consummated  upon full  execution  and  delivery  of this  Agreement  and of all
related  documents,  instruments  and  certificates  necessary to consummate the
transactions  contemplated by this  Agreement,  and upon completion of the stock
transfer Purchase Price as described in this Agreement. The parties will execute
and  deliver  all  documents,  certificates  and  instruments  and will make all
payments necessary to consummate Closing.  At Closing,  the parties have or will
execute,  deliver  and  perform  all  documents,  instruments  and  certificates
necessary to consummate the transactions contemplated by this Agreement.

                  11. Failure to Close.  If at Closing Seller  determines not to
close because Seller's Conditions Precedent have not been performed by Buyer, or
waived by  Seller,  then this  transaction  will not be closed  and the  rights,
duties and obligations  between the parties to this Agreement will be terminated
without further liability. If Seller fails to close for any other reason, and if
Buyer has fully  performed or tendered  performance of all of the obligations of
Buyer as  provided  in this  Agreement,  then  Buyer may  elect to  specifically
enforce performance of this Agreement,  or to elect to terminate this Agreement,
in which event, this Agreement will terminate, and Seller, Seller and Buyer will
have no further rights,  obligations or liabilities to each other as provided in
this  Agreement.  If Buyer  determines not to close because  Buyer's  Conditions
Precedent have not been performed by Seller or Company, or waived by Buyer, then
this transaction  will not be closed and this Agreement will terminate,  and the
rights,  duties and  obligations  between the parties to this  Agreement will be
terminated without further  liability.  If Buyer fails to close this transaction
for any other reason, and if Seller has fully performed or tendered  performance
of all of its  obligations  as provided in this  Agreement,  then the Seller may
elect to  specifically  enforce  performance of this  Agreement,  or to elect to
terminate  this  Agreement,  in which event this  Agreement  will  terminate and
Seller and Buyer will have no further rights, obligations or liabilities to each
as provided in this Agreement.

                                    12. Duties After  Closing.  Buyer and Seller
will take whatever action is reasonably necessary to carry out the terms of this
Agreement.

                                    13.    Indemnification.     The    following
indemnifications are made:

                           A.  Seller's  Indemnity.  Seller will  indemnify  and
defend Buyer against:

                                    (1)  All   liabilities  and  obligations  of
Seller and  Company  of any kind,  whether  accrued,  absolute,  contingent,  or
otherwise, as of the date of Closing, except the Assumed Obligations.
<PAGE>
                                    (2) Any damage or deficiency  resulting from
any  misrepresentation,  omission,  breach of warranty, or nonfulfillment of any
agreement   on  the  part  of  Seller   under   this   Agreement   or  from  any
misrepresentation  in or omission from any other  instrument  furnished or to be
furnished to Buyer hereunder.

                                    (3)   All   actions,   suits,   proceedings,
demands,  assessments,  judgments,  costs and  expenses  incident  to any of the
foregoing.

                                    (4) Any abatement order,  compliance  order,
consent order,  clean-up order or exhumation  order or "Potentially  Responsible
Party" notification against the Company arising out of any act of the Company or
any stockholder,  officer, director, employee, consultant,  predecessor or agent
of the Company occurring on or prior to the Closing Date.

                           Buyer's  Indemnity.   Buyer  will  indemnify  Sellers
against:

                                    (1)  All   liabilities  and  obligations  of
Sellers under the Assumed Obligations.

                                    (2)   Any   damage    resulting   from   any
misrepresentation, omission, breach of
warranty or nonfulfillment of any agreement by Buyer under this Agreement.

                                    (3)   All   actions,   suits,   proceedings,
demands,  assessments,  judgments,  costs  or  expenses  incident  to any of the
foregoing.

                           C. Reimbursement. Seller and Buyer will reimburse the
other for the  amount  of any  damage  incurred  at any time in  respect  of any
liability,  obligation,  or claim to which the foregoing indemnity relates, upon
demand made. Seller or Buyer may offset any amount owed to the other against any
amount owed by the other as a result of this indemnity.

                           D.  Limitation on  Indemnity.  Because Buyer is a New
Mexico  corporation,  to the  extent,  if at all,  section  56-7-1  NMSA 1978 is
applicable to this Agreement, no indemnity obligation provided in this Agreement
will  extend  to  liability,  claims,  damages,  losses or  expenses,  including
attorneys'  fees,  relating  to  the  construction,   installation,  alteration,
modification, repair, maintenance,  servicing, demolition, excavation, drilling,
reworking,  grading,  paving,  clearing,  site preparation or development of any
real property or of any improvement on, above or under real property arising out
of (i) the  preparation  or  approval  of  maps,  drawings,  opinions,  reports,
surveys,  change orders,  designs,  or specification  by the indemnitee,  or the
agents or employees of the  indemnitee,  or (ii) the giving of or the failure to
give directions or instructions by the indemnitee where the giving or failure to
give directions or instructions by the indemnitee, or the agents or employees of
the indemnitee where the giving or failure to give directions or instructions is
the primary cause of bodily injury to persons or damage to property.

                  14.  Cooperation.  After  Closing,  Seller  will  not take any
material   affirmative   action  that  fails  to  preserve   Company's  business
organization intact, to keep available the services of present employees, and to
preserve the good will of the investors,  customers,  and others having business
relations with Company.  Buyer may open all mail received by Buyer and addressed
to Seller  unless such mail  clearly has no  connection  with  operation  of the
<PAGE>
Business,  in which  event it will be  promptly  forwarded  to Seller.  All mail
received by Seller relating to the Business will be promptly forwarded to Buyer.
Seller and Buyer will cooperate before and after Closing to insure as speedy and
simple a changeover in  operations  and  management  as is possible.  Seller and
Buyer will,  without additional  consideration,  execute any other documents and
take any other action necessary to carry out the purposes of this Agreement.

                  15. Nature and Survival of Warranties and Representations. All
statements in this Agreement, and its exhibits, and in any document delivered in
connection   with  the   transaction   contemplated   hereby,   will  be  deemed
representations  and  warranties   hereunder.   All  such   representations  and
warranties will survive the consummation of the transaction contemplated hereby.

                  16.  Notices.  All  notices,   requests,   demands  and  other
communications  provided  for by this  Agreement  will be in writing and will be
deemed to have been  given  when hand  delivered,  or when  received  if sent by
telecopier,  or by same day or overnight recognized  commercial courier service,
or three business days after being mailed in any general or branch office of the
United States  Postal  Service,  enclosed in a registered or certified  postpaid
envelope,  addressed  to the  address  of the  parties  stated  below or to such
changed address as such party may have fixed by notice:

                  To Buyer:

                  Ben Ezra Weinstein & Company, Inc.
                  6301 Indian School Road, N.E.
                  Albuquerque, New Mexico 87110

                  with a copy to:

                  Sutin, Thayer & Browne A Professional Corporation
                  6565 Americas Parkway N.E., Suite 1000
                  Albuquerque, New Mexico  87110
                  Attention:  Stephen Charnas
                  Telecopier: (505) 888-6565

                  To Seller:

                  Ethika Corporation
                  107 The Executive Center
                  Hilton Head Island, South Carolina 29928

                  with a copy to:

                  Dennis Brovarone, Esq.
                  11249 West 103rd Drive
                  Westminster, Colorado 80021


provided,  that any  notice of change of  address  will be  effective  only upon
receipt.

                           17. Miscellaneous.

                           A. Expenses. Seller and Buyer will each pay their own
expenses  incident to this Agreement and the  transactions  contemplated by this
Agreement, including all fees and expenses of their counsel.
<PAGE>
                           B. Binding Effect.  This Agreement binds and benefits
the parties,  their  successors,  assignees  and  transferees,  is  specifically
enforceable and may be modified only in writing.

                           C.  Applicable Law. This Agreement will be subject to
and governed under the laws of the State of New Mexico.

                           D.  No  Waiver.  The  waiver  of  any  breach  of any
provision  of this  Agreement,  or  failure  to enforce  any  provision  of this
Agreement will not operate or be construed as a waiver of any subsequent  breach
by any party. Any waiver must be in writing and signed by the parties.

                           E.  Counterparts.  This  Agreement may be executed in
two or more counterparts,  each of which together will be considered an original
but all of which together will constitute one and the same instrument.

                           F. Entire  Agreement.  This  Agreement sets forth the
entire  agreement  among the parties on the matters set forth in this  Agreement
and supersedes all prior  agreements,  whether written or oral, among any of the
parties to this Agreement relating to the transactions described herein.

                           G. Attorneys' Fees. In any suit, proceeding or action
to enforce any term,  condition  or covenant of this  Agreement or to procure an
adjudication or determination of the rights of any party hereto,  the prevailing
party  will be  entitled  to  recover  from the  other  party to the  proceeding
reasonable  sums as attorneys'  fees and costs and expenses in  connection  with
such suit, proceeding or action, including appeal, which sums may be included in
any judgment or decree entered therein.

                           H.   Negotiated   Agreement.   The  parties  to  this
Agreement have been represented by counsel of their own choosing throughout this
transaction  who have carefully  negotiated  the  provisions of this  Agreement.
Accordingly,  the parties do not believe that any  presumptions  relating to the
interpretation  of contracts  against the drafter should be applied in this case
and therefor waive its effects.

                           I. No Shopping.  Unless and until this  Agreement has
been  terminated in  accordance  with its terms,  Seller will not  directly,  or
through an agent or third  party  acting  directly  or  indirectly  on behalf of
Seller,  solicit or negotiate any offers or  indications of interest from anyone
other than Buyer or enter into any contract or agreement  with anyone other than
Buyer  regarding the sale of Company.  Seller will promptly  notify Buyer of any
such offer or any inquiry that might  reasonably be expected to lead to any such
offer received by Seller prior to Closing.

                           J.  Assignment.  This  Agreement  and the interest of
Buyer may be  assigned,  transferred  and  conveyed  to an  affiliate  of Buyer,
without the consent of Seller. Additionally,  this Agreement and the obligations
due under this  Agreement  are  assignable  to other  third  parties  subject to
Seller's  approval  of the  third  party  assignee's  prior  proof of  financial
responsibility,   including  without  limitation  any  credit  history  of  such
assignee. Seller's approval of the assignment will not be unreasonably withheld.
<PAGE>


                           K.  Time  of  Essence.  Time  is of  the  essence  in
performance of all of the terms of
this Agreement.

                  DATED: _________________, 1998.

                                               COMPANY:

                                               COMPASS DATA SYSTEM, INC., a
                                                Utah corporation


                                               By
                                                   Its President


                                               SELLER:

                                               ETHIKA CORPORATION,  a
                                               Mississippi corporation.


                                               By
                                                   Its President


                                               BUYER:

                                               BEN EZRA  WEINSTEIN  &
                                               COMPANY,  INC.,  a New
                                               Mexico corporation.


                                               By
                                                   Its President