AGREEMENT AND PLAN OF MERGER


THIS  AGREEMENT  AND  PLAN  OF  MERGER is made as of the 4th day of August, 2005

AMONG:

          NATIONAL  DIVERSIFIED  SERVICES,  INC.,  a  corporation  formed
          pursuant to the laws of the State of Delaware and having an office for
          business  located  at  1400 Old Country Road, Suite 302, Westbury, New
          York 11590

          ("NADS")

AND:

          NADS  ACQUISITION  CORP.,  a  body  corporate  formed  pursuant  to
          the  laws  of  the  State of Delaware and a wholly owned subsidiary of
          NADS

          (the "Acquirer")

AND:

          THE  CERTO  GROUP,  INC.,  a  body  corporate  formed  pursuant  to
          the  laws  of  the State of Delaware and having an office for business
          located at 1927 Gary Road, Stewartsville, New Jersey 08886

          ("Certo")

AND:

          DOMINIC  CERTO,  an  individual  having  an  address  at  1927  Gary
          Road, Stewartsville, New Jersey 08886

          (the "Certo Shareholder")


WHEREAS:

A.     Certo is a Delaware corporation engaged in the business of providing food
services;

B.     The  Certo Shareholder owns 100 Certo Shares, being 100% of the presently
issued  and  outstanding  Certo  Shares;

C.     NADS is a reporting company whose common stock is available for quotation
on  the "Pink Sheets" although there are currently no market makers and which is
not  presently  engaged  in  any  business;

D.     The  respective  Boards of Directors of NADS, Certo and the Acquirer deem
it  advisable  and  in  the  best interests of NADS, Certo and the Acquirer that
Certo merge with and into the Acquirer (the "Merger") pursuant to this Agreement
and  the Certificate of Merger, and the applicable provisions of the laws of the
State  of  Delaware;  and



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<PAGE>
E.     It  is  intended  that the Merger shall qualify for United States federal
income tax purposes as a reorganization within the meaning of Section 368 of the
Internal  Revenue  Code  of  1986,  as  amended.

NOW  THEREFORE  THIS  AGREEMENT WITNESSETH THAT in consideration of the premises
and  the  mutual covenants, agreements, representations and warranties contained
herein,  and  other good and valuable consideration, the receipt and sufficiency
of  which  is  hereby  acknowledged, the parties hereto hereby agree as follows:


                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

DEFINITIONS

1.1     In  this Agreement the following terms will have the following meanings:

     (a)  "ACQUISITION  SHARES"  means  the  79,639,830  NADS  Common  Shares to
          be issued to the Certo Shareholder at Closing pursuant to the terms of
          the Merger;

     (b)  "AGREEMENT"  means  this  agreement  and  plan  of  merger among NADS,
          the Acquirer, Certo, and the Certo Shareholder;

     (c)  "CERTO  ACCOUNTS  PAYABLE  AND  LIABILITIES"  means  all  accounts
          payable  and  liabilities  of  Certo,  due  and  owing  or  otherwise
          constituting  a  binding  obligation  of  Certo  (other  than  a Certo
          Material  Contract)  as  was provided to NADS prior to the date hereof
          and  which  if  requested  will  be provided to NADS subsequent to the
          Closing;

     (d)  "CERTO  ACCOUNTS  RECEIVABLE"  means  all  accounts  receivable  and
          other  debts owing to Certo, as was provided to NADS prior to the date
          hereof  and  which if requested will be provided to NADS subsequent to
          the Closing;

     (e)  "CERTO  ASSETS"  means  the  undertaking  and  all  the  property  and
          assets of the Certo Business of every kind and description wheresoever
          situated  including,  without  limitation,  Certo  Equipment,  Certo
          Inventory,  Certo Material Contracts, Certo Accounts Receivable, Certo
          Cash,  Certo  Intangible  Assets  and  Certo  Goodwill, and all credit
          cards, charge cards and banking cards issued to Certo;

     (f)  "CERTO  BANK  ACCOUNTS"  means  all  of  the bank accounts, lock boxes
          and safety deposit boxes of Certo or relating to the Certo Business as
          was  provided  to NADS prior to the date hereof and which if requested
          will be provided to NADS subsequent to the Closing;

     (g)  "CERTO  BUSINESS"  means  all  aspects  of  the  business conducted by
          Certo and its subsidiary The Certo Group, LLC;

     (h)  "CERTO  CASH"  means  all  cash  on  hand  or on deposit to the credit
          of Certo on the Closing Date;

     (i)  "CERTO  DEBT  TO  RELATED  PARTIES"  means the debts owed by Certo and
          its  subsidiaries  to  the  Certo  Shareholder or to any family member
          thereof,  or  to  any  affiliate,  director or officer of Certo or the
          Certo Shareholder as described in Schedule "D";


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<PAGE>

     (j)  "CERTO  EQUIPMENT"  means  all  machinery,  equipment,  furniture, and
          furnishings  used  in the Certo Business as was provided to NADS prior
          to  the  date  hereof  and which if requested will be provided to NADS
          subsequent to the Closing;

     (k)  "CERTO  FINANCIAL  STATEMENTS"  means  collectively,  the  audited
          consolidated  financial  statements  of Certo dated December 31, 2004,
          together with the unqualified auditors' report thereon, true copies of
          which  were  provided  to  NADS  prior to the date hereof and which if
          requested  will be provided to NADS subsequent to the Closing. Subject
          to  the  consent  of NADS, unaudited financial statements for the same
          period shall be acceptable;

     (l)  "CERTO  GOODWILL"  means  the  goodwill  of  the  Certo  Business
          together  with  the  exclusive  right  of  NADS to represent itself as
          carrying  on  the Certo Business in succession of Certo subject to the
          terms hereof, and the right to use any words indicating that the Certo
          Business  is so carried on including the right to use the name "Certo"
          or  any variation thereof as part of the name of or in connection with
          the  Certo Business or any part thereof carried on or to be carried on
          by  Certo,  the  right  to  all  corporate,  operating and trade names
          associated with the Certo Business, or any variations of such names as
          part  of  or  in  connection  with  the  Certo Business, all telephone
          listings  and telephone advertising contracts, all lists of customers,
          books  and  records  and  other  information  relating  to  the  Certo
          Business,  all  necessary  licenses  and  authorizations and any other
          rights used in connection with the Certo Business;

     (m)  "CERTO  INSURANCE  POLICIES"  means  the  public  liability  insurance
          and  insurance  against  loss  or damage to Certo Assets and the Certo
          Business as was provided to NADS prior to the date hereof and which if
          requested will be provided to NADS subsequent to the Closing;

     (n)  "CERTO  INTANGIBLE  ASSETS"  means  all  of  the  intangible assets of
          Certo,  including, without limitation, Certo Goodwill, all trademarks,
          logos,  copyrights,  designs,  and  other  intellectual and industrial
          property of Certo and its subsidiaries;

     (o)  "CERTO  INVENTORY"  means  all  inventory  and  supplies  of the Certo
          Business as was provided to NADS prior to the date hereof and which if
          requested will be provided to NADS subsequent to the Closing;

     (p)  "CERTO  MATERIAL  CONTRACTS"  means  the  burden  and  benefit  of and
          the  right, title and interest of Certo in, to and under all trade and
          non-trade  contracts,  engagements  or commitments, whether written or
          oral, to which Certo is entitled in connection with the Certo Business
          whereunder Certo is obligated to pay or entitled to receive the sum of
          $10,000  or  more  including,  without  limitation, any pension plans,
          profit  sharing  plans,  bonus  plans,  loan  agreements,  security
          agreements, indemnities and guarantees, any agreements with employees,
          lessees,  licensees,  managers,  accountants,  suppliers,  agents,
          distributors, officers, directors, attorneys or others which cannot be
          terminated  without liability on not more than one month's notice, and
          those  contracts  which were provided to NADS prior to the date hereof
          and  which  if  requested  will  be provided to NADS subsequent to the
          Closing; and

     (q)  "CERTO  SHARES"  means  all  of  the issued and outstanding 100 shares
          of Certo's common stock, no par value.

     (r)  "CLOSING"  means  the  completion,  on  the  Closing  Date,  of  the
          transactions contemplated hereby in accordance with Article 9 hereof;



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<PAGE>
     (s)  "CLOSING  DATE"  means  the  day  on which all conditions precedent to
          the  completion  of  the  transaction as contemplated hereby have been
          satisfied or waived;

     (t)  "EFFECTIVE  TIME"  means  the  date  of  the  filing of an appropriate
          Certificate  of  Merger in the form required by the State of Delaware,
          which certificate shall provide that the Merger shall become effective
          upon such filing;

     (u)  "MERGER"  means  the  merger,  at  the  Effective  Time,  of Certo and
          the Acquirer pursuant to this Agreement and Plan of Merger;

     (v)  "MERGER CONSIDERATION" means the Acquisition Shares;

     (w)  "NADS  ACCOUNTS  PAYABLE  AND  LIABILITIES"  means  all  accounts
          payable  and  liabilities  of  NADS,  on a consolidated basis, due and
          owing  or  otherwise constituting a binding obligation of NADS and its
          subsidiaries (other than a NADS Material Contract) as of June 30, 2005
          as set forth is Schedule "J" hereto;

     (x)  "NADS  ACCOUNTS  RECEIVABLE"  means  all  accounts  receivable  and
          other  debts  owing  to  NADS, on a consolidated basis, as of June 30,
          2005 as set forth in Schedule "K" hereto;

     (y)  "NADS  ASSETS"  means  the  undertaking  and  all  the  property  and
          assets  of the NADS Business of every kind and description wheresoever
          situated  including,  without  limitation,  NADS  Equipment,  NADS
          Inventory,  NADS  Material  Contracts,  NADS Accounts Receivable, NADS
          Cash,  NADS Intangible Assets and NADS Goodwill, and all credit cards,
          charge cards and banking cards issued to NADS;

     (z)  "NADS  BANK  ACCOUNTS"  means  all  of  the  bank accounts, lock boxes
          and  safety  deposit boxes of NADS and its subsidiaries or relating to
          the NADS Business as set forth in Schedule "L" hereto;

     (aa) "NADS  BUSINESS"  means  all  aspects  of  any  business  conducted by
          NADS and its subsidiaries;

     (bb) "NADS  CASH"  means  all  cash  on hand or on deposit to the credit of
          NADS and its subsidiaries on the Closing Date;

     (cc) "NADS  COMMON  SHARES"  means  the  shares  of  common  stock  in  the
          capital of NADS;

     (dd) "NADS  DEBT  TO  RELATED  PARTIES"  means  the  debts owed by NADS and
          its  subsidiaries  to  any  affiliate,  director or officer of NADS as
          described in Schedule "M" hereto;

     (ee) "NADS  EQUIPMENT"  means  all  machinery,  equipment,  furniture,  and
          furnishings  used in the NADS Business, including, without limitation,
          the items more particularly described in Schedule "N" hereto;

     (ff) "NADS  FINANCIAL  STATEMENTS"  means,  collectively,  the  audited
          consolidated  financial  statements  of NADS for the fiscal year ended
          December  31,  2004,  together  with  the unqualified auditors' report
          thereon,  and  the unaudited consolidated financial statements of NADS
          for the six month period ended June 30, 2005, true copies of which are
          attached as Schedule "O" hereto;



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<PAGE>
     (gg) "NADS  GOODWILL"  means  the  goodwill  of the NADS Business including
          the  right to all corporate, operating and trade names associated with
          the  NADS  Business,  or any variations of such names as part of or in
          connection  with  the  NADS  Business, all books and records and other
          information  relating to the NADS Business, all necessary licenses and
          authorizations  and  any other rights used in connection with the NADS
          Business;

     (hh) "NADS  INSURANCE  POLICIES"  means  the  public  liability  insurance
          and  insurance  against loss or damage to the NADS Assets and the NADS
          Business as described in Schedule "P" hereto;

     (ii) "NADS  INTANGIBLE  ASSETS"  means  all  of  the  intangible  assets of
          NADS  and  its  subsidiaries,  including,  without  limitation,  NADS
          Goodwill,  all  trademarks,  logos,  copyrights,  designs,  and  other
          intellectual and industrial property of NADS and its subsidiaries;

     (jj) "NADS  INVENTORY"  means  all  inventory  and  supplies  of  the  NADS
          Business as of June 30, 2005, as set forth in Schedule "Q" hereto;

     (kk) "NADS  MATERIAL  CONTRACTS"  means  the  burden and benefit of and the
          right,  title  and  interest  of  NADS and its subsidiaries in, to and
          under  all  trade and non-trade contracts, engagements or commitments,
          whether  written  or  oral,  to  which  NADS  or  its subsidiaries are
          entitled  whereunder  NADS or its subsidiaries are obligated to pay or
          entitled  to  receive  the  sum  of $10,000 or more including, without
          limitation, any pension plans, profit sharing plans, bonus plans, loan
          agreements,  security  agreements,  indemnities  and  guarantees,  any
          agreements  with employees, lessees, licensees, managers, accountants,
          suppliers,  agents,  distributors,  officers,  directors, attorneys or
          others  which  cannot be terminated without liability on not more than
          one month's notice, and those contracts listed in Schedule "R" hereto;

     (ll) "PLACE  OF  CLOSING"  means  the  offices  of  Sichenzia Ross Friedman
          Ference  LLP, or such other place as NADS and Certo may mutually agree
          upon;

     (mm) "STATE  CORPORATION  LAW"  means  the  General  Corporation Law of the
          State of Delaware;

     (nn) "SURVIVING  COMPANY"  means  the  Acquirer  following  the merger with
     Certo;

Any other terms defined within the text of this Agreement will have the meanings
so  ascribed  to  them.

CAPTIONS  AND  SECTION  NUMBERS

1.2 The headings and section references in this Agreement are for convenience of
reference  only and do not form a part of this Agreement and are not intended to
interpret,  define or limit the scope, extent or intent of this Agreement or any
provision thereof.

SECTION  REFERENCES  AND  SCHEDULES

1.3 Any reference to a particular "Article", "section", "paragraph", "clause" or
other  subdivision  is  to  the  particular  Article,  section,  clause or other
subdivision  of  this  Agreement  and any reference to a Schedule by letter will
mean  the  appropriate Schedule attached to this Agreement and by such reference
the  appropriate  Schedule is incorporated into and made part of this Agreement.
The  Schedules  to  this Agreement are as follows:



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<PAGE>
Information concerning Certo

     Schedule  "D"     Certo  Debts  to  Related  Parties

Information  concerning  NADS

     Schedule  "J"     NADS  Accounts  Payable  and  Liabilities
     Schedule  "K"     NADS  Accounts  Receivable
     Schedule  "L"     NADS  Bank  Accounts
     Schedule  "M"     NADS  Debts  to  Related  Parties
     Schedule  "N"     NADS  Equipment
     Schedule  "O"     NADS  Financial  Statements
     Schedule  "P"     NADS  Insurance  Policies
     Schedule  "Q"     NADS  Inventory
     Schedule  "R"     NADS  Material  Contracts

Agreements

     Schedule  "S"  Form  of  Consulting  Agreement  for  George Rubin and Morry
     Rubin
     Schedule "T" Form of Registration Rights Agreement

SEVERABILITY  OF  CLAUSES

1.4     If  any part of this Agreement is declared or held to be invalid for any
reason, such invalidity will not affect the validity of the remainder which will
continue in full force and effect and be construed as if this Agreement had been
executed without the invalid portion, and it is hereby declared the intention of
the  parties  that  this Agreement would have been executed without reference to
any  portion  which  may,  for  any  reason, be hereafter declared or held to be
invalid.

                                    ARTICLE 2
                                   THE MERGER

THE  MERGER

2.1     At Closing, Certo shall be merged with and into the Acquirer pursuant to
this  Agreement and Plan of Merger and the separate corporate existence of Certo
shall  cease and the Acquirer, as it exists from and after the Closing, shall be
the  Surviving  Company.

EFFECT  OF  THE  MERGER

2.2     The  Merger  shall  have  the  effect  provided  therefor  by  the State
Corporation  Law.  Without limiting the generality of the foregoing, and subject
thereto,  at  Closing  (i)  all  the  rights, privileges, immunities, powers and
franchises,  of a public as well as of a private nature, and all property, real,
personal  and  mixed,  and  all debts due on whatever account, including without
limitation  subscriptions to shares, and all other choses in action, and all and
every  other  interest  of or belonging to or due to Certo or the Acquirer, as a
group,  subject to the terms hereof, shall be taken and deemed to be transferred
to,  and  vested  in, the Surviving Company without further act or deed; and all
property,  rights  and privileges, immunities, powers and franchises and all and
every  other  interest  shall  be  thereafter as effectually the property of the
Surviving  Company, as they were of Certo and the Acquirer, as a group, and (ii)
all  debts,  liabilities, duties and obligations of Certo and the Acquirer, as a
group,  subject  to  the  terms  hereof, shall become the debts, liabilities and
duties  of  the Surviving Company and the Surviving Company shall thenceforth be
responsible  and  liable  for  all debts, liabilities, duties and obligations of



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<PAGE>
Certo  and the Acquirer, as a group, and neither the rights of creditors nor any
liens  upon the property of Certo or the Acquirer, as a group, shall be impaired
by  the  Merger,  and  may  be  enforced  against  the  Surviving  Company.

CERTIFICATE  OF  INCORPORATION;  BYLAWS;  DIRECTORS  AND  OFFICERS

2.3     The Certificate of Incorporation of the Surviving Company from and after
the  Closing  shall  be  the  Certificate of Incorporation of the Acquirer until
thereafter  amended in accordance with the provisions therein and as provided by
the  applicable  provisions  of  the  State  Corporation Law.  The Bylaws of the
Surviving  Company from and after the Closing shall be the Bylaws of Certo as in
effect  immediately prior to the Closing, continuing until thereafter amended in
accordance  with  their terms, the Certificate of Incorporation of the Surviving
Company  and  as  provided  by  the State Corporation Law.  The Directors of the
Acquirer  at  the  Effective  Time  shall continue to be the Directors of Certo.

CONVERSION  OF  SECURITIES

2.4     At the Effective Time, by virtue of the Merger and without any action on
the  part of the Acquirer, Certo or the Certo Shareholder, the shares of capital
stock  of  each  of  Certo  and  the  Acquirer  shall  be  converted as follows:

     (a)  Capital  Stock  of  the  Acquirer.  Each  issued and outstanding share
          of  the  Acquirer's  capital  stock  shall  continue  to be issued and
          outstanding  and  shall  represent  one share of validly issued, fully
          paid,  and  non-assessable common stock of the Surviving Company owned
          by  NADS.  Each stock certificate of the Acquirer evidencing ownership
          of any such shares shall continue to evidence ownership of such shares
          of capital stock of the Surviving Company.

     (b)  Conversion  of  Certo  Shares.  Each  Certo  Share  that is issued and
          outstanding at the Effective Time shall automatically be cancelled and
          extinguished  and  converted,  without  any  action on the part of the
          holder  thereof,  into  the  right  to  receive at the time and in the
          amounts  described  in  this Agreement an amount of Acquisition Shares
          equal  to  the  number  of Acquisition Shares divided by the number of
          Certo  Shares outstanding immediately prior to Closing. All such Certo
          Shares,  when  so  converted, shall no longer be outstanding and shall
          automatically  be  cancelled and retired and shall cease to exist, and
          each  holder of a certificate representing any such shares shall cease
          to  have  any rights with respect thereto, except the right to receive
          the  Acquisition  Shares  paid  in  consideration  therefor  upon  the
          surrender of such certificate in accordance with this Agreement.

ADHERENCE  WITH  APPLICABLE  SECURITIES  LAWS

2.5     The Certo Shareholder agrees that he is acquiring the Acquisition Shares
for  investment  purposes and will not offer, sell or otherwise transfer, pledge
or hypothecate any of the Acquisition Shares issued to them (other than pursuant
to  an  effective  Registration  Statement  under the Securities Act of 1933, as
amended)  directly  or  indirectly  unless:

     (a)  the sale is to NADS;

     (b)  the  sale  is  made  pursuant  to  the  exemption  from  registration
          under  the  Securities  Act  of  1933,as amended, provided by Rule 144
          thereunder; or

     (c)  the  Acquisition  Shares  are  sold  in  a  transaction  that does not
          require  registration under the Securities Act of 1933, as amended, or
          any  applicable United States state laws and regulations governing the
          offer  and sale of securities, and the vendor has furnished to NADS an
          opinion of counsel to that effect or such other written opinion as may


                                      -7-
<PAGE>
          be reasonably required by NADS.

     The  Certo  Shareholder acknowledges that the certificates representing the
Acquisition  Shares  shall  bear  the  following  legend:

              NO  SALE,  OFFER  TO  SELL,  OR  TRANSFER OF THE SHARES
              REPRESENTED  BY THIS CERTIFICATE SHALL BE MADE UNLESS A
              REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT
              OF  1933, AS AMENDED, IN RESPECT OF SUCH SHARES IS THEN
              IN  EFFECT  OR  AN  EXEMPTION  FROM  THE  REGISTRATION
              REQUIREMENTS  OF SAID ACT IS THEN IN FACT APPLICABLE TO
              SAID SHARES.


                                    ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES
                                     OF NADS

REPRESENTATIONS  AND  WARRANTIES

3.1     NADS represents and warrants in all material respects to Certo, with the
intent  that  Certo  will  rely  thereon  in entering into this Agreement and in
approving  and  completing  the  transactions  contemplated  hereby,  that:

NADS  -  CORPORATE  STATUS  AND  CAPACITY

     (a)  Incorporation.  NADS  is  a  corporation  duly  incorporated  and
          validly  subsisting under the laws of the State of Delaware, and is in
          good  standing with the office of the Secretary of State for the State
          of Delaware. NADS has no subsidiaries except for the Acquirer;

     (b)  Carrying  on  Business.  NADS  does  not  currently  conduct business,
          except  for the actual operations of the corporation which are carried
          on  in  the  State  of  New  York and does carry on any other material
          business  activity in any other jurisdictions. NADS is duly authorized
          to  carry on such business in the State of New York. The nature of the
          NADS  Business  does  not  require  NADS  to  register or otherwise be
          qualified to carry on business in any other jurisdictions;

     (c)  Corporate  Capacity.  NADS  has  the  corporate  power,  capacity  and
          authority  to  own the NADS Assets and to enter into and complete this
          Agreement;

     (d)  Reporting  Status;  Listing.  NADS  files  current  reports  with  the
          Securities  and  Exchange  Commission pursuant to section 15(d) of the
          Securities  -  Exchange  Act  of  1934,  the  NADS  Common  Shares are
          available  for  quotation  on  the  "Pink  Sheets"  although there are
          currently  no  market  makers, and all reports required to be filed by
          NADS with the Securities and Exchange Commission have been filed prior
          to the date hereof;

ACQUIRER  -  CORPORATE  STATUS  AND  CAPACITY

     (e)  Incorporation.  The  Acquirer  is  a  corporation  duly  incorporated
          and validly subsisting under the laws of the State of Delaware, and is
          in  good  standing  with  the office of the Secretary of State for the
          State  of  Delaware;



                                      -8-
<PAGE>
     (f)  Carrying  on  Business.  Other  than  corporate  formation  and
          organization,  the  Acquirer has not carried on business activities to
          date.

     (g)  Corporate  Capacity.  The  Acquirer  has  the  corporate  power,
          capacity and authority to enter into and complete this Agreement;

NADS  -  CAPITALIZATION

     (h)  Authorized  Capital.  The  authorized  capital  of  NADS  consists  of
          100,000,000  NADS  Common Shares, $0.001 par value, of which 8,848,870
          NADS Common - Shares are presently issued and outstanding;

     (i)  No  Option.  No  person,  firm  or  corporation  has  any agreement or
          option or any right capable of becoming an agreement or option for the
          acquisition of NADS Common Shares or for the purchase, subscription or
          issuance of any of the unissued shares in the capital of NADS;

     (j)  Capacity.  NADS  has  the  full  right,  power  and authority to enter
          into this Agreement on the terms and conditions contained herein. This
          Agreement has been approved by NADS' board of directors;

ACQUIRER  CAPITALIZATION

     (k)  Authorized  Capital.  The  authorized  capital  of  the  Acquirer
          consists of 100 shares of common stock, $0.001 par value, of which one
          share of common stock is presently issued and outstanding;

     (l)  No  Option.  No  person,  firm  or  corporation  has  any agreement or
          option or any right capable of becoming an agreement or option for the
          acquisition  of  any common or preferred shares in Acquirer or for the
          purchase,  subscription  or  issuance of any of the unissued shares in
          the capital of Acquirer;

     (m)  Capacity.  The  Acquirer  has  the  full right, power and authority to
          enter  into  this  Agreement  on  the  terms  and conditions contained
          herein;

NADS  -  RECORDS  AND  FINANCIAL  STATEMENTS

     (n)  Charter  Documents.  The  charter  documents  of NADS and the Acquirer
          have  not  been altered since the incorporation of each, respectively,
          except  to increase NADS' authorized capital to 100,000,000 shares and
          as  filed in the record books of NADS or the Acquirer, as the case may
          be;

     (o)  Corporate  Minute  Books.  The  corporate  minute  books  of  NADS and
          its  subsidiaries  are  complete  and  each  of  the minutes contained
          therein  accurately  reflect  the  actions  that  were taken at a duly
          called  and  held meeting or by consent without a meeting. All actions
          by  NADS  and  its subsidiaries which required director or shareholder
          approval  are  reflected on the corporate minute books of NADS and its
          subsidiaries. NADS and its subsidiaries are not in violation or breach
          of,  or  in  default  with  respect  to,  any term of their respective
          Certificates of Incorporation (or other charter documents) or by-laws.

     (p)  NADS  Financial  Statements.  The  NADS  Financial  Statements present
          fairly,  in all material respects, the assets and liabilities (whether
          accrued, absolute, contingent or otherwise) of NADS, on a consolidated
          basis,  as of the respective dates thereof, and the sales and earnings
          of  the  NADS  Business  during  the  periods  covered thereby, in all



                                      -9-
<PAGE>
          material  respects  and  have  been prepared in substantial accordance
          with generally accepted accounting principles consistently applied;

     (q)  NADS  Accounts  Payable  and  Liabilities.  There  are  no  material
          liabilities,  contingent  or  otherwise,  of  NADS or its subsidiaries
          which  are  not  disclosed  in Schedule "J" hereto or reflected in the
          NADS  Financial  Statements  except  for  certain material liabilities
          which  are  listed  in Schedule "J" as having been incurred after June
          30,  2005  and those incurred in the ordinary course of business since
          the  date  of the said schedule and the NADS Financial Statements, and
          neither  NADS  nor  its  subsidiaries  have  guaranteed  or  agreed to
          guarantee  any debt, liability or other obligation of any person, firm
          or  corporation. Without limiting the generality of the foregoing, all
          accounts  payable  and  liabilities of NADS and its subsidiaries as of
          June 30, 2005 are described in Schedule "J" hereto;

     (r)  NADS  Accounts  Receivable.  All  the  NADS Accounts Receivable result
          from  bona  fide  business transactions and services actually rendered
          without, to the knowledge and belief of NADS, any claim by the obligor
          for set-off or counterclaim;

     (s)  NADS  Bank  Accounts.  All  of  the  NADS  Bank  Accounts,  their
          location,  numbers  and  the authorized signatories thereto are as set
          forth in Schedule "L" hereto;

     (t)  No  Debt  to  Related  Parties.  Except  as  disclosed in Schedule "M"
          hereto, neither NADS nor its subsidiaries are, and on Closing will not
          be,  materially indebted to any affiliate, director or officer of NADS
          except  accounts payable on account of bona fide business transactions
          of  NADS  incurred  in  normal  course of the NADS Business, including
          employment agreements, none of which are more than 30 days in arrears;

     (u)  No  Related  Party  Debt  to  NADS.  No  director  or  officer  or
          affiliate of NADS is now indebted to or under any financial obligation
          to  NADS  or  its  subsidiaries  on any account whatsoever, except for
          advances  on account of travel and other expenses not exceeding $5,000
          in total;

     (v)  No  Dividends.  No  dividends  or  other  distributions  on any shares
          in  the  capital  of NADS have been made, declared or authorized since
          the date of NADS Financial Statements;

     (w)  No  Payments.  Except  for  payments  made  of  any  items  listed  in
          Schedule  "J", including, without limitation, payment of Morry Rubin's
          accrued  salary of $58,750, consulting fees payable to Morry Rubin and
          George Rubin pursuant to their consulting agreements, accounting fees,
          legal  fees  payable  to NADS' attorneys in connection with the merger
          and  the  payment  of all NADS' liabilities as contemplated herein, no
          payments  of  any  kind have been made or authorized since the date of
          the  NADS Financial Statements to or on behalf of officers, directors,
          shareholders  or  employees  of  NADS or its subsidiaries or under any
          management  agreements  with NADS or its subsidiaries, except payments
          made  in  the  ordinary course of business and at the regular rates of
          salary or other remuneration payable to them;

     (x)  No  Pension  Plans.  There  are  no  pension,  profit  sharing,  group
          insurance  or  similar  plans  or  other  deferred  compensation plans
          affecting NADS or its subsidiaries;

     (y)  No  Adverse  Events.  NADS  will  make payment of all NADS Liabilities
          incurred  through  the  Closing  Date,  including, without limitation,



                                      -10-
<PAGE>
          accrued  salaries,  taxes,  current  liabilities,  consulting  fees
          described  in  Schedule  "S", transfer agent fees, accounting fees and
          legal  fees incurred, in connection with this transaction so that NADS
          has no liabilities except those incurred on or after the Closing Date.
          At  Closing,  it  is  anticipated that NADS will have no cash or other
          assets  except  its ownership interest in the Acquirer, which will own
          the  business  and  assets  of  Certo  by  virtue  of the transactions
          contemplated  herein.  Except as contemplated above, since the date of
          the NADS Financial Statements

          (i)  there  has  not  been  any  material  adverse  change  in  the
               financial  position  or  condition of NADS, its subsidiaries, its
               liabilities  or  the  NADS  Assets  or  any damage, loss or other
               change  in  circumstances  materially  affecting  NADS,  the NADS
               Business  or  the NADS Assets or NADS' right to carry on the NADS
               Business, other than changes in the ordinary course of business,

          (ii) there  has  not  been  any  damage,  destruction,  loss  or other
               event  (whether  or  not  covered  by  insurance)  materially and
               adversely  affecting NADS, its subsidiaries, the NADS Business or
               the NADS Assets,

          (iii) there  has  not  been  any  material  increase  in  the
               compensation payable or to become payable by NADS to any of NADS'
               officers,  employees  or  agents  or  any  bonus,  payment  or
               arrangement made to or with any of them,

          (iv) the  NADS  Business  has  been  and continues to be carried on in
               the ordinary course,

          (v)  NADS  has  not  waived  or  surrendered  any  right  of  material
               value,

          (vi) Neither  NADS  nor  its  subsidiaries  have  discharged  or
               satisfied  or  paid  any  lien  or  encumbrance  or obligation or
               liability  other  than current liabilities in the ordinary course
               of business, and

          (vii) no  capital  expenditures  in  excess  of  $10,000  individually
               or $30,000 in total have been authorized or made.

NADS  -  INCOME  TAX  MATTERS

     (z)  Tax  Returns.  All  tax  returns  and  reports  of  NADS  and  its
          subsidiaries required by law to be filed have been filed and are true,
          complete  and  correct,  and  any taxes payable in accordance with any
          return  filed  by  NADS and its subsidiaries or in accordance with any
          notice  of  assessment  or reassessment issued by any taxing authority
          have been so paid;

     (aa) Current  Taxes.  Adequate  provisions  have  been  made  for  taxes
          payable  for  the  current  period  for  which tax returns are not yet
          required  to  be  filed and there are no agreements, waivers, or other
          arrangements  providing  for  an extension of time with respect to the
          filing  of  any  tax  return  by, or payment of, any tax, governmental
          charge or deficiency by NADS or its subsidiaries. NADS is not aware of
          any  contingent  tax  liabilities  or any grounds which would prompt a
          reassessment  including aggressive treatment of income and expenses in
          filing earlier tax returns;

NADS  -  APPLICABLE  LAWS  AND  LEGAL  MATTERS



                                      -11-
<PAGE>

     (bb) Licenses.  NADS  and  its  subsidiaries  hold all licenses and permits
          as may be requisite for carrying on the NADS Business in the manner in
          which  it  has  heretofore been carried on, which licenses and permits
          have  been maintained and continue to be in good standing except where
          the  failure  to obtain or maintain such licenses or permits would not
          have a material adverse effect on the NADS Business;

     (cc) Applicable  Laws.  Neither  NADS  nor  its  subsidiaries  have  been
          charged  with  or  received  notice of breach of any laws, ordinances,
          statutes,  regulations,  by-laws,  orders or decrees to which they are
          subject  or  which  apply  to them the violation of which would have a
          material  adverse effect on the NADS Business, and to NADS' knowledge,
          neither  NADS  nor  its  subsidiaries  are  in  breach  of  any  laws,
          ordinances,  statutes,  regulations,  bylaws,  orders  or  decrees the
          contravention  of  which  would result in a material adverse impact on
          the NADS Business;

     (dd) Pending  or  Threatened  Litigation.  There  is no material litigation
          or  administrative  or  governmental  proceeding pending or threatened
          against  or  relating to NADS, its subsidiaries, the NADS Business, or
          any  of  the  NADS  Assets  nor  does  NADS  have any knowledge of any
          deliberate act or omission of NADS or its subsidiaries that would form
          any material basis for any such action or proceeding;

     (ee) No  Bankruptcy.  Neither  NADS  nor  its  subsidiaries  have  made any
          voluntary  assignment  or  proposal  under applicable laws relating to
          insolvency and bankruptcy and no bankruptcy petition has been filed or
          presented  against NADS or its subsidiaries and no order has been made
          or  a resolution passed for the winding-up, dissolution or liquidation
          of NADS or its subsidiaries;

     (ff) Labor  Matters.  Neither  NADS  nor  its subsidiaries are party to any
          collective  agreement  relating  to  the  NADS Business with any labor
          union  or  other  association  of  employees  and  no part of the NADS
          Business  has  been  certified  as  a  unit appropriate for collective
          bargaining  or, to the knowledge of NADS, has made any attempt in that
          regard;

     (gg) Finder's  Fees.  Neither  NADS  nor  its subsidiaries are party to any
          agreement  which  provides for the payment of finder's fees, brokerage
          fees,  commissions  or  other  fees or amounts which are or may become
          payable  to  any  third  party  in  connection  with the execution and
          delivery of this Agreement and the transactions contemplated herein;

EXECUTION  AND  PERFORMANCE  OF  AGREEMENT

     (hh) Authorization  and  Enforceability.  The  execution  and  delivery  of
          this  Agreement,  and  the completion of the transactions contemplated
          hereby,  have  been  duly  and  validly  authorized  by  all necessary
          corporate action on the part of NADS and the Acquirer;

     (ii) No  Violation  or  Breach.  The  execution  and  performance  of  this
          Agreement will not:

          (i)  violate  the  charter  documents  of  NADS  or  the  Acquirer  or
               result  in  any  breach of, or default under, any loan agreement,
               mortgage,  deed of trust, or any other agreement to which NADS or
               its subsidiaries are party,

          (ii) give  any  person  any  right  to  terminate  or  cancel  any
               agreement  including,  without  limitation,  the  NADS  Material
               Contracts,  or  any  right  or  rights  enjoyed  by  NADS  or its
               subsidiaries,


                                      -12-
<PAGE>

          (iii) result  in  any  alteration  of  NADS'  or  its  subsidiaries'
               obligations under any agreement to which NADS or its subsidiaries
               are  party  including,  without  limitation,  the  NADS  Material
               Contracts,

          (iv) result  in  the  creation  or  imposition  of  any  lien,
               encumbrance or restriction of any nature whatsoever in favor of a
               third party upon or against the NADS Assets,

          (v)  result  in  the  imposition  of  any tax liability to NADS or its
               subsidiaries relating to the NADS Assets, or

          (vi) violate  any  court  order  or  decree  to  which  either NADS or
               its subsidiaries are subject;

THE  NADS  ASSETS  -  OWNERSHIP  AND  CONDITION

     (jj) Business  Assets.  The  NADS  Assets  comprise all of the property and
          assets  of the NADS Business, and no other person, firm or corporation
          owns any assets used by NADS or its subsidiaries in operating the NADS
          Business,  whether  under  a  lease,  rental  agreement  or  other
          arrangement, other than as disclosed in Schedules "N" or "R" hereto;

     (kk) Title.  NADS  or  its  subsidiaries  are  the  legal  and  beneficial
          owner  of  the  NADS  Assets,  free and clear of all mortgages, liens,
          charges,  pledges,  security  interests,  encumbrances or other claims
          whatsoever,  save  and  except  as  disclosed  in Schedules "N" or "R"
          hereto;

     (ll) No  Option.  No  person,  firm  or  corporation  has  any agreement or
          option or a right capable of becoming an agreement for the purchase of
          any of the NADS Assets;

     (mm) NADS  Insurance  Policies.  NADS  and  its  subsidiaries  do  not
          maintain  public  liability  insurance  and  insurance against loss or
          damage  to  the  NADS  Assets  and  the  NADS Business as described in
          Schedule "P" hereto;

     (nn) NADS  Material  Contracts.  The  NADS  Material  Contracts  listed  in
          Schedule  "R" constitute all of the material contracts of NADS and its
          subsidiaries;

     (oo) No  Default.  There  has  not  been  any  default  in  any  material
          obligation of NADS or any other party to be performed under any of the
          NADS Material Contracts, each of which is in good standing and in full
          force  and  effect  and unamended (except as disclosed in Schedule "R"
          hereto),  and  NADS  is not aware of any default in the obligations of
          any other party to any of the NADS Material Contracts;

     (pp) No  Compensation  on  Termination.  There  are  no  agreements,
          commitments  or understandings relating to severance pay or separation
          allowances on termination of employment of any employee of NADS or its
          subsidiaries.  Neither  NADS  nor  its subsidiaries are obliged to pay
          benefits  or  share  profits  with  any  employee after termination of
          employment except as required by law;

NADS ASSETS - NADS EQUIPMENT

     (qq) NADS Equipment. NADS has no Equipment;



                                      -13-
<PAGE>

NADS  ASSETS  -  NADS  GOODWILL  AND  OTHER  ASSETS

     (rr) NADS Goodwill. NADS and its subsidiaries do not carry on the NADS
          Business under any other business or trade names. NADS has no
          intangible assets and does not have any knowledge of any infringement
          by NADS or its subsidiaries of any patent, trademark, copyright or
          trade secret;

THE  NADS  BUSINESS

     (ss) Maintenance  of  Business.  Since  the  date  of  the  NADS  Financial
          Statements,  NADS  and  its  subsidiaries  have  not  entered into any
          material agreement or commitment except otherwise as disclosed herein;

     (tt) Subsidiaries.  Except  for  the  Acquirer,  NADS  does  not  own  any
          subsidiaries  and  does not otherwise own, directly or indirectly, any
          shares  or  interest  in  any  other  corporation,  partnership, joint
          venture or firm; and

NADS  -  ACQUISITION  SHARES

     (uu) Acquisition  Shares.  The  Acquisition  Shares  when  delivered to the
          holders of Certo Shares pursuant to the Merger shall be validly issued
          and  outstanding  as  fully  paid  and  non-assessable  shares and the
          Acquisition  Shares  shall  be transferable upon the books of NADS, in
          all cases subject to the provisions and restrictions of all applicable
          securities laws.

NON-MERGER  AND  SURVIVAL

3.2     The representations and warranties of NADS contained herein will be true
at and as of Closing in all material respects as though such representations and
warranties  were  made  as  of such time.  Notwithstanding the completion of the
transactions  contemplated  hereby, the waiver of any condition contained herein
(unless  such  waiver expressly releases a party from any such representation or
warranty)  or  any  investigation  made  by  Certo or the Certo Shareholder, the
representations  and  warranties  of  NADS  shall  survive  the  Closing.

INDEMNITY

3.3     NADS  agrees  to  indemnify  and  save  harmless  Certo  and  the  Certo
Shareholder  from  and  against  any  and  all  claims, demands, actions, suits,
proceedings,  assessments,  judgments,  damages,  costs,  losses  and  expenses,
including  any payment made in good faith in settlement of any claim (subject to
the  right of NADS to defend any such claim), resulting from the breach by it of
any  representation  or  warranty  made  under  this  Agreement  or  from  any
misrepresentation  in  or  omission  from  any  certificate  or other instrument
furnished  or  to  be  furnished  by  NADS  to  Certo  or  the Certo Shareholder
hereunder.


                                    ARTICLE 4
                                COVENANTS OF NADS

COVENANTS

4.1     NADS  covenants  and  agrees  with  Certo  that  it  will:

     (a)  Conduct  of  Business.  Until  the  Closing,  conduct  its  business
          diligently  and  in  the ordinary course consistent with the manner in
          which  it  generally  has been operated up to the date of execution of
          this Agreement;



                                      -14-
<PAGE>

     (b)  [Left blank intentionally.]

     (c)  Access.  Until  the  Closing,  give  Certo, the Certo Shareholder, and
          their  representatives  full  access  to all of the properties, books,
          contracts,  commitments and records of NADS, and furnish to Certo, the
          Certo  Shareholder  and  their representatives all such information as
          they may reasonably request;

     (d)  Procure  Consents.  Until  the  Closing,  take  all  reasonable  steps
          required to obtain, prior to Closing, any and all third party consents
          required to permit the Merger; and

     (e)  Name  Change.  Forthwith  after  the  Closing,  take  such  steps  are
          required to change the name of NADS to "The Certo Group, Inc." or such
          similar name as may be acceptable to the board of directors of Certo.

     (f)  Reverse  Stock  Split.  Forthwith  after  the Closing, take such steps
          are  required  to  approve  a one for five reverse stock split so that
          there  are  outstanding  approximately  17,697,740  post  split common
          shares  of  NADS,  consisting of 1,769,774 shares held by present NADS
          stockholders  and  15,927,966  shares  held  by  the Certo Shareholder
          (and/or his authorized transferees).

AUTHORIZATION

4.2     NADS  hereby  agrees to authorize and direct any and all federal, state,
municipal,  foreign  and  international  governments  and regulatory authorities
having  jurisdiction respecting NADS and its subsidiaries to release any and all
information  in  their possession respecting NADS and its subsidiaries to Certo.
NADS  shall  promptly  execute  and deliver to Certo any and all consents to the
release  of  information  and  specific  authorizations  which  Certo reasonably
requires  to  gain  access  to  any  and  all  such  information.

SURVIVAL

4.3     The  covenants  set  forth in this Article shall survive the Closing for
the  benefit  of  Certo  and  the  Certo  Shareholder.


                                    ARTICLE 5
                        REPRESENTATIONS AND WARRANTIES OF
                         CERTO AND THE CERTO SHAREHOLDER

REPRESENTATIONS  AND  WARRANTIES

5.1     Certo  and  the  Certo  Shareholder  jointly and severally represent and
warrant  in  all  material  respects  to NADS, with the intent that it will rely
thereon  in  entering  into  this  Agreement and in approving and completing the
transactions  contemplated  hereby,  that Certo Shareholder does not directly or
indirectly own any entities or companies that are in the same or similar line of
business as the Certo Business and, thus, there are no conflicts of interest and
that:

CERTO  -  CORPORATE  STATUS  AND  CAPACITY

     (a)  Incorporation.  Certo  is  a  corporation  duly  incorporated  and
          validly  subsisting under the laws of the State of Delaware, and is in
          good  standing with the office of the Secretary of State for the State
          of Delaware;





                                      -15-
<PAGE>

     (b)  Carrying  on  Business.  Certo  carries  on  business primarily in the
          State  of  New  Jersey  and  does  not  carry on any material business
          activity  in  any  other  jurisdiction.  Certo  has  an  office  in
          Stewartsville, New Jersey and in no other locations. The nature of the
          Certo  Business  does  not  require  Certo to register or otherwise be
          qualified to carry on business in any other jurisdiction;

     (c)  Corporate  Capacity.  Certo  has  the  corporate  power,  capacity and
          authority  to  own Certo Assets, to carry on the Business of Certo and
          to enter into and complete this Agreement;

CERTO  -  CAPITALIZATION

     (d)  Authorized  Capital.  The  authorized  capital  of  Certo  consists of
          100 shares of common stock, no par value per share;

     (e)  Ownership  of  Certo  Shares.  The  issued  and  outstanding  share
          capital  of  Certo  will  on  Closing,  and before the Effective Time,
          consist of 100 common shares (being the Certo Shares), which shares on
          Closing  shall  be  validly  issued  and outstanding as fully paid and
          non-assessable  shares.  The  Certo Shareholder will be at Closing the
          registered  and beneficial owner of 100 Certo Shares. The Certo Shares
          owned  by  the  Certo Shareholder will on Closing be free and clear of
          any  and  all  liens,  charges, pledges, encumbrances, restrictions on
          transfer and adverse claims whatsoever;

     (f)  No  Option.  No  person,  firm  or  corporation  has  any  agreement,
          option,  warrant,  preemptive  right  or  any  other  right capable of
          becoming  an  agreement  or option for the acquisition of Certo Shares
          held  by  the  Certo  Shareholder or for the purchase, subscription or
          issuance of any of the unissued shares in the capital of Certo;

     (g)  No  Restrictions.  There  are  no  restrictions  on the transfer, sale
          or  other  disposition  of  Certo  Shares  contained  in  the  charter
          documents of Certo or under any agreement;

CERTO  -  RECORDS  AND  FINANCIAL  STATEMENTS

     (h)  Charter  Documents.  The  charter  documents  of  Certo  have not been
          altered  since  its  incorporation date, except as filed in the record
          books of Certo;

     (i)  Corporate  Minute  Books.  The  corporate  minute  books  of Certo are
          complete  and each of the minutes contained therein accurately reflect
          the  actions  that  were taken at a duly called and held meeting or by
          consent  without  a  meeting.  All  actions  by  Certo  which required
          director or shareholder approval are reflected on the corporate minute
          books  of Certo. Certo is not in violation or breach of, or in default
          with  respect  to,  any  term of its Certificates of Incorporation (or
          other charter documents) or by-laws.

     (j)  Certo  Financial  Statements.  The  Certo  Financial  Statements
          present fairly, in all material respects, the assets and liabilities
          (whether  accrued,  absolute,  contingent  or  otherwise) of Certo, on
          consolidated  basis, as of the respective dates thereof, and the sales
          and earnings of the Certo Business during the periods covered thereby,
          in  all  material  respects,  and  have  been  prepared in substantial
          accordance  with generally accepted accounting principles consistently
          applied;

     (k)  Certo  Accounts  Payable  and  Liabilities.  There  are  no  material
          liabilities, contingent or otherwise, of Certo which were not provided


                                      -16-
<PAGE>

          to  NADS  --  prior  to  the  date  hereof  or  reflected in the Certo
          Financial  Statements  except those incurred in the ordinary course of
          business  since  the date of the said schedule and the Certo Financial
          Statements,  and  Certo  has not guaranteed or agreed to guarantee any
          debt,  liability  or  other  obligation  of  any  person,  firm  or
          corporation.  Without  limiting  the  generality of the foregoing, all
          accounts  payable and liabilities of Certo were provided to NADS prior
          to  the  date  hereof  and which if requested will be provided to NADS
          subsequent to the Closing;

     (l)  Certo  Accounts  Receivable.  All  Certo  Accounts  Receivable  set
          forth in the Certo Financial Statements result from bona fide business
          transactions  and services actually rendered without, to the knowledge
          and  belief  of  Certo,  any  claim  by  the  obligor  for  set-off or
          counterclaim;

     (m)  Certo  Bank  Accounts.  All  of  the  Certo  Bank  Accounts,  their
          location,  numbers  and  the  authorized  signatories  thereto  are as
          provided to NADS prior to the date hereof;

     (n)  No  Debt  to  Related  Parties.  Except  as  disclosed in Schedule "D"
          hereto,  Certo is not, and on Closing will not be, materially indebted
          to  the Certo Shareholder nor to any family member thereof, nor to any
          affiliate,  director  or  officer  of  Certo  or the Certo Shareholder
          except  accounts payable on account of bona fide business transactions
          of  Certo  incurred  in  normal  course  of  Certo Business, including
          employment  agreements  with  the Certo Shareholder, none of which are
          more than 30 days in arrears;

     (o)  No  Related  Party  Debt  to  Certo. Neither the Certo Shareholder nor
          any  director,  officer  or  affiliate of Certo are now indebted to or
          under  any  financial  obligation  to Certo on any account whatsoever,
          except  for  advances  on  account  of  travel  and other expenses not
          exceeding $5,000 in total;

     (p)  No  Dividends.  No  dividends  or  other  distributions  on any shares
          in  the  capital of Certo have been made, declared or authorized since
          the date of the Certo Financial Statements;

     (q)  No  Payments.  No  payments  of  any kind have been made or authorized
          since  the  date  of the Certo Financial Statements to or on behalf of
          the  Certo  Shareholder  or  to  or  on behalf of officers, directors,
          shareholders  or employees of Certo or under any management agreements
          with  Certo,  except  payments made in the ordinary course of business
          and  at  the  regular rates of salary or other remuneration payable to
          them;

     (r)  No  Pension  Plans.  There  are  no  pension,  profit  sharing,  group
          insurance  or  similar  plans  or  other  deferred  compensation plans
          affecting Certo;

     (s)  No  Adverse  Events.  Since  the  date  of  the  Certo  Financial
     Statements:

          (i)  there  has  not  been  any  material  adverse  change  in  the
               consolidated  financial  position  or  condition  of  Certo,  its
               liabilities  or  the  Certo  Assets  or any damage, loss or other
               change  in  circumstances  materially  affecting Certo, the Certo
               Business  or  the  Certo  Assets or Certo's right to carry on the
               Certo  Business,  other  than  changes  in the ordinary course of
               business,

          (ii) there  has  not  been  any  damage,  destruction,  loss  or other
               event  (whether  or  not  covered  by  insurance)  materially and



                                      -17-
<PAGE>

               adversely  affecting  Certo,  the  Certo  Business  or  the Certo
               Assets,

          (iii) there  has  not  been  any  material  increase  in  the
               compensation  payable  or to become payable by Certo to the Certo
               Shareholder or to any of Certo's officers, employees or agents or
               any bonus, payment or arrangement made to or with any of them,

          (iv) the  Certo  Business  has  been  and  continues  to be carried on
               in the ordinary course,

          (v)  Certo has  not  waived  or  surrendered  any  right  of material
               value,

          (vi) Certo  has  not  discharged  or  satisfied  or  paid  any lien or
               encumbrance  or  obligation  or  liability  other  than  current
               liabilities in the ordinary course of business, and

          (vii) no  capital  expenditures  in  excess  of  $10,000  individually
               or $30,000 in total have been authorized or made;

CERTO  -  INCOME  TAX  MATTERS

     (t)  Tax  Returns.  All  tax  returns  and reports of Certo required by law
          to  be  filed  have been filed and are true, complete and correct, and
          any  taxes  payable in accordance with any return filed by Certo or in
          accordance with any notice of assessment or reassessment issued by any
          taxing authority have been so paid;

     (u)  Current  Taxes.  Adequate  provisions  have  been  made  for  taxes
          payable  for  the  current  period  for  which tax returns are not yet
          required  to  be  filed and there are no agreements, waivers, or other
          arrangements  providing  for  an extension of time with respect to the
          filing  of  any  tax  return  by, or payment of, any tax, governmental
          charge  or  deficiency  by Certo. Certo is not aware of any contingent
          tax  liabilities  or  any  grounds  which  would prompt a reassessment
          including  aggressive  treatment  of  income  and  expenses  in filing
          earlier tax returns;

CERTO  -  APPLICABLE  LAWS  AND  LEGAL  MATTERS

     (v)  Licenses.  Certo  holds  all  licenses  and  permits  as  may  be
          requisite for carrying on the Certo Business in the manner in which it
          has  heretofore  been carried on, which licenses and permits have been
          maintained  and  continue  to  be  in  good  standing except where the
          failure  to obtain or maintain such licenses or permits would not have
          a material adverse effect on the Certo Business;

     (w)  Applicable  Laws.  Certo  has  not  been  charged  with  or  received
          notice  of  breach  of  any  laws,  ordinances, statutes, regulations,
          by-laws,  orders or decrees to which it is subject or which applies to
          it  the violation of which would have a material adverse effect on the
          Certo  Business,  and, to Certo's knowledge, Certo is not in breach of
          any  laws,  ordinances,  statutes,  regulations,  by-laws,  orders  or
          decrees  the contravention of which would result in a material adverse
          impact on the Certo Business;

     (x)  Pending  or  Threatened  Litigation.  There  is no material litigation
          or  administrative  or  governmental  proceeding pending or threatened
          against  or relating to Certo, the Certo Business, or any of the Certo
          Assets,  nor  does  Certo  have any knowledge of any deliberate act or
          omission  of  Certo  that  would  form any material basis for any such
          action or proceeding;


                                      -18-
<PAGE>

     (y)  No  Bankruptcy.  Certo  has  not  made  any  voluntary  assignment  or
          proposal  under  applicable laws relating to insolvency and bankruptcy
          and  no  bankruptcy petition has been filed or presented against Certo
          and  no order has been made or a resolution passed for the winding-up,
          dissolution or liquidation of Certo;

     (z)  Labor  Matters.  Certo  is  not  a  party  to any collective agreement
          relating  to  the  Certo  Business  with  any  labor  union  or  other
          association  of  employees  and no part of the Certo Business has been
          certified  as  a unit appropriate for collective bargaining or, to the
          knowledge  of Certo, has made any attempt in that regard and Certo has
          no  reason  to  believe  that any current employees will leave Certo's
          employ as a result of this Merger.

     (aa) Finder's  Fees.  Each  of  Certo  and Certo Shareholder is not a party
          to  any  agreement  which  provides  for the payment of finder's fees,
          brokerage  fees, commissions or other fees or amounts which are or may
          become payable to any third party in connection with the execution and
          delivery  of  this Agreement and the transactions contemplated herein.
          All  finders'  fees  of  Knightsbridge  Capital  and/or its related or
          associated  parties, if any, whether payable in cash or stock, will be
          paid for by Certo or the Certo Shareholder;

EXECUTION  AND  PERFORMANCE  OF  AGREEMENT

     (bb) Authorization  and  Enforceability.  The  execution  and  delivery  of
          this  Agreement,  and  the completion of the transactions contemplated
          hereby,  have  been  duly  and  validly  authorized  by  all necessary
          corporate action on the part of Certo;

     (cc) No  Violation  or  Breach.  The  execution  and  performance  of  this
          Agreement will not

          (i)  violate  the  charter  documents  of  Certo  or  result  in  any
               breach  of,  or default under, any loan agreement, mortgage, deed
               of trust, or any other agreement to which Certo is a party,

          (ii) give  any  person  any  right  to  terminate  or  cancel  any
               agreement  including,  without  limitation,  Certo  Material
               Contracts, or any right or rights enjoyed by Certo,

          (iii) result  in  any  alteration  of  Certo's  obligations  under any
               agreement  to  which  Certo  is  a  party  including,  without
               limitation, the Certo Material Contracts,

          (iv) result  in  the  creation  or  imposition  of  any  lien,
               encumbrance or restriction of any nature whatsoever in favor of a
               third party upon or against the Certo Assets,

          (v)  result  in  the  imposition  of  any  tax  liability  to  Certo
               relating to Certo Assets or the Certo Shares, or

          (vi) violate  any  court  order  or  decree  to  which either Certo is
               subject;

CERTO  ASSETS  -  OWNERSHIP  AND  CONDITION

     (dd) Business  Assets.  The  Certo  Assets  comprise  all  of  the property
          and  assets  of  the Certo Business, and neither the Certo Shareholder


                                      -19-
<PAGE>

          nor  any  other  person,  firm  or corporation owns any assets used by
          Certo  in  operating the Certo Business, whether under a lease, rental
          agreement  or  other arrangement, other than as disclosed in Schedules
          "E" or "I" hereto;

     (ee) Title.  Certo  is  the  legal  and  beneficial  owner  of  the  Certo
          Assets,  free  and  clear  of  all mortgages, liens, charges, pledges,
          security  interests, encumbrances or other claims whatsoever, save and
          except as disclosed in Schedules "E" or "I" hereto;

     (ff) No  Option.  No  person,  firm  or  corporation  has  any agreement or
          option or a right capable of becoming an agreement for the purchase of
          any of the Certo Assets;

     (gg) Certo  Insurance  Policies.  Certo  maintains  the  public  liability
          insurance and insurance against loss or damage to the Certo Assets and
          the Certo Business as was provided to NADS prior to the date hereof;

     (hh) Certo  Material  Contracts.  The  Certo  Material Contracts constitute
          all of the material contracts of Certo;

     (ii) No  Default.  There  has  not  been  any  default  in  any  material
          obligation  of  Certo  or any other party to be performed under any of
          Certo  Material  Contracts,  each  of which is in good standing and in
          full force and effect and unamended (except as disclosed to NADS prior
          to  the  date  hereof),  and  Certo is not aware of any default in the
          obligations of any other party to any of the Certo Material Contracts;

     (jj) No  Compensation  on  Termination.  There  are  no  agreements,
          commitments  or understandings relating to severance pay or separation
          allowances  on  termination  of  employment  of any employee of Certo.
          Certo  is  not  obliged  to  pay  benefits  or  share profits with any
          employee after termination of employment except as required by law;

CERTO  ASSETS  -  CERTO  EQUIPMENT

     (kk) Certo  Equipment.  The  Certo  Equipment  has  been  maintained  in  a
          manner  consistent  with  that  of a reasonably prudent owner and such
          equipment is in good working condition;

CERTO  ASSETS  -  CERTO  GOODWILL  AND  OTHER  ASSETS

     (ll) Certo  Goodwill.  Certo  carries  on  the  Certo  Business  only under
          the  name  "Certo  Incorporated"  and  variations thereof and under no
          other  business  or  trade names. Certo does not have any knowledge of
          any infringement by Certo of any patent, trademark, copyright or trade
          secret;

THE  BUSINESS  OF  CERTO

     (mm) Maintenance  of  Business.  Since  the  date  of  the  Certo Financial
          Statements,  the  Certo  Business  has been carried on in the ordinary
          course  and  Certo  has  not  entered  into  any material agreement or
          commitment except in the ordinary course; and

     (nn) Subsidiaries.  Except  for  The  Certo  Group, LLC, Certo does not own
          any  subsidiaries  and does not otherwise own, directly or indirectly,
          any  shares  or  interest in any other corporation, partnership, joint
          venture  or  firm  and  Certo does not own any subsidiary and does not
          otherwise  own,  directly or indirectly, any shares or interest in any
          other corporation, partnership, joint venture or firm.


                                      -20-
<PAGE>


NON-MERGER  AND  SURVIVAL

5.2     The  representations  and  warranties of Certo and the Certo Shareholder
contained  herein  will be true at and as of Closing in all material respects as
though  such  representations  and  warranties  were  made  as  of  such  time.
Notwithstanding  the  completion  of  the  transactions contemplated hereby, the
waiver  of any condition contained herein (unless such waiver expressly releases
a  party  from any such representation or warranty) or any investigation made by
NADS,  the  representations  and  warranties  of Certo and the Certo Shareholder
shall  survive  the  Closing.

INDEMNITY

5.3     Certo and the Certo Shareholder jointly and severally agree to indemnify
and  save  harmless  NADS from and against any and all claims, demands, actions,
suits, proceedings, assessments, judgments, damages, costs, losses and expenses,
including  any payment made in good faith in settlement of any claim (subject to
the  right  of  Certo  and  the  Certo  Shareholder  to  defend any such claim),
resulting  from  the  breach by any of them of any representation or warranty of
such  party  made  under  this  Agreement  or  from  any misrepresentation in or
omission  from  any certificate or other instrument furnished or to be furnished
by  Certo  or  the  Certo  Shareholder  to  NADS  hereunder.


                                    ARTICLE 6
                             COVENANTS OF CERTO AND
                              THE CERTO SHAREHOLDER

COVENANTS

6.1     Certo  and  the Certo Shareholder covenant and agree with NADS that they
will:

     (a)  Conduct  of  Business.  Until  the  Closing,  conduct  the  Certo
          Business  diligently  and  in  the ordinary course consistent with the
          manner  in  which the Certo Business generally has been operated up to
          the date of execution of this Agreement;

     (b)  Preservation  of  Business.  Until  the  Closing,  use  their  best
          efforts  to  preserve  the  Certo  Business  and the Certo Assets and,
          without limitation, preserve for NADS Certo's relationships with their
          suppliers, customers and others having business relations with them;

     (c)  Access.  Until  the  Closing,  give  NADS and its representatives full
          access  to  all  of  the properties, books, contracts, commitments and
          records  of  Certo relating to Certo, the Certo Business and the Certo
          Assets,  and  furnish  to  NADS  and  its  representatives  all  such
          information as they may reasonably request;

     (d)  Procure  Consents.  Until  the  Closing,  take  all  reasonable  steps
          required to obtain, prior to Closing, any and all third party consents
          required  to  permit the Merger and to preserve and maintain the Certo
          Assets,  including  the  Certo Material Contracts, notwithstanding the
          change in control of Certo arising from the Merger;

     (e)  Reporting  and  Internal  Controls.  From  and  after  the  Effective
          Time,  the Certo Shareholder shall forthwith take all required actions
          to  implement  internal  controls  on  the  business  of the Surviving
          Company  to  ensure  that  the  Surviving Company and NADS comply with
          Section 13(b)(2) of the Securities and Exchange Act of 1934;


                                      -21-
<PAGE>

     (f)  Audited  Financial  Statements.  Immediately  upon  execution  of this
          Agreement,  cause to be prepared audited financial statements of Certo
          in compliance with the requirements of Regulation SB as promulgated by
          the Securities and Exchange Commission; and

     (g)  Name  Change.  Forthwith  after  the  Closing,  take  such  steps  are
          required to change the name of NADS to "The Certo Group, Inc." or such
          similar name as may be acceptable to the board of directors of NADS.

AUTHORIZATION

6.2     Certo  hereby agrees to authorize and direct any and all federal, state,
municipal,  foreign  and  international  governments  and regulatory authorities
having jurisdiction respecting Certo to release any and all information in their
possession  respecting  Certo to NADS.  Certo shall promptly execute and deliver
to  NADS  any  and  all  consents  to  the  release  of information and specific
authorizations  which NADS reasonably require to gain access to any and all such
information.

SURVIVAL

6.3     The  covenants  set  forth in this Article shall survive the Closing for
the  benefit  of  NADS.


                                    ARTICLE 7
                              CONDITIONS PRECEDENT

CONDITIONS  PRECEDENT  IN  FAVOR  OF  NADS

7.1     NADS'  obligations to carry out the transactions contemplated hereby are
subject  to  the fulfillment of each of the following conditions precedent on or
before  the  Closing:

     (a)  all  documents  or  copies  of  documents  required to be executed and
          delivered to NADS hereunder will have been so executed and delivered;

     (b)  all  of  the  terms,  covenants  and  conditions  of this Agreement to
          be  complied with or performed by Certo or the Certo Shareholder at or
          prior to the Closing will have been complied with or performed;

     (c)  NADS  shall  have  completed  its  review  and inspection of the books
          and  records of Certo and shall be satisfied with same in all material
          respects;

     (d)  title  to  the  Certo  Shares  held  by  the  Certo Shareholder and to
          the  Certo  Assets  will  be  free  and clear of all mortgages, liens,
          charges,  pledges,  security  interests,  encumbrances or other claims
          whatsoever, save and except as disclosed herein;

     (e)  the  Certificate  of  Merger  shall  be  executed  by  Certo  in  form
          acceptable for filing with the Delaware Secretary of State;

     (f)  subject to Article 8 hereof, there will not have occurred

          (i)  any  material  adverse  change  in  the  financial  position  or
               condition  of  Certo,  its liabilities or the Certo Assets or any


                                      -22-
<PAGE>

               damage,  loss  or  other  change  in circumstances materially and
               adversely  affecting  the  Certo  Business or the Certo Assets or
               Certo's  right to carry on the Certo Business, other than changes
               in  the  ordinary  course  of  business,  none  of which has been
               materially adverse, or

          (ii) any  damage,  destruction,  loss  or  other  event,  including
               changes  to any laws or statutes applicable to Certo or the Certo
               Business  (whether  or  not  covered by insurance) materially and
               adversely  affecting  Certo,  the  Certo  Business  or  the Certo
               Assets;

     (g)  the  transactions  contemplated  hereby  shall  have  been approved by
          all  other regulatory authorities having jurisdiction over the subject
          matter hereof, if any;

     (h)  $85,000  shall  have  been  wired,  in  accordance  with  the  wire
          instructions set forth below, for subsequent delivery of such funds to
          Morry F. Rubin as payment of the accrued salary of $58,750 and $26,250
          as  partial  payment  for the consulting fees due under his Consulting
          Agreement,  which  will  be wired to Mr. Rubin's account in accordance
          with wire instructions to be supplied prior to or at closing

              Citibank             111  Great  Neck  Road
                                   Great  Neck,  NY  11021
                                   Telephone:  (516)  829-6768
                                   Branch:  199
              ABA#                 021000089
              For Account of       Morse  &  Morse  PLLC
              Account  No.         26471556;

     (i)  the  consulting  agreement  in  the  form  attached hereto as Schedule
          "S" shall be executed by NADS and the other parties thereto; and

     (j)  the  registration  rights  agreement  in  the  form attached hereto as
          Schedule "T" shall be executed by NADS and the other parties thereto.

WAIVER  BY  NADS

7.2     The  conditions  precedent set out in the preceding section are inserted
for  the exclusive benefit of NADS and any such condition may be waived in whole
or  in  part  by  NADS  at  or prior to Closing by delivering to Certo a written
waiver to that effect signed by NADS. In the event that the conditions precedent
set  out  in  the  preceding section are not satisfied on or before the Closing,
NADS  shall  be  released  from  all  obligations  under  this  Agreement.

CONDITIONS  PRECEDENT  IN  FAVOR  OF  CERTO  AND  THE  CERTO  SHAREHOLDER

7.3     The  obligation  of  Certo  and  the  Certo Shareholder to carry out the
transactions  contemplated  hereby  is subject to the fulfillment of each of the
following  conditions  precedent  on  or  before  the  Closing:

     (a)  all  documents  or  copies  of  documents  required to be executed and
          delivered to Certo hereunder will have been so executed and delivered;

     (b)  all  of  the  terms,  covenants  and  conditions  of this Agreement to
          be  complied with or performed by NADS at or prior to the Closing will
          have been complied with or performed;

     (c)  Certo  shall  have  completed  its  review and inspection of the books
          and  records  of NADS and its subsidiaries and shall be satisfied with
          same in all material respects;


                                      -23-
<PAGE>


     (d)  NADS  will  have  delivered  the  Acquisition  Shares  to  be  issued
          pursuant  to  the  terms of the Merger to Certo at the Closing and the
          Acquisition Shares will be registered on the books of NADS in the name
          of the holder of Certo Shares at the Effective Time;

     (e)  title  to  the  Acquisition  Shares  will  be  free  and  clear of all
          mortgages,  liens,  charges, pledges, security interests, encumbrances
          or other claims whatsoever;

     (f)  the  Certificate  of  Merger  shall  be  executed  by  the Acquirer in
          form acceptable for filing with the Delaware Secretary of State;

     (g)  subject to Article 8 hereof, there will not have occurred

          (i)  any  material  adverse  change  in  the  financial  position  or
               condition  of  NADS,  its  subsidiaries, their liabilities or any
               damage,  loss  or  other  change  in circumstances materially and
               adversely  affecting  NADS,  the  NADS Business or NADS' right to
               carry  on  the  NADS Business, other than changes in the ordinary
               course of business, none of which has been materially adverse, or

          (ii) any  damage,  destruction,  loss  or  other  event,  including
               changes  to  any  laws or statutes applicable to NADS or the NADS
               Business  (whether  or  not  covered by insurance) materially and
               adversely affecting NADS, its subsidiaries, or the NADS Business;

     (h)  the  transactions  contemplated  hereby  shall  have  been approved by
          all  other regulatory authorities having jurisdiction over the subject
          matter hereof, if any; and

     (k)  the satisfaction of all liabilities of NADS on or prior to the Closing
     Date.

WAIVER  BY  CERTO  AND  THE  CERTO  SHAREHOLDER

7.4     The  conditions  precedent set out in the preceding section are inserted
for  the  exclusive  benefit  of  Certo  and  the Certo Shareholder and any such
condition may be waived in whole or in part by Certo or the Certo Shareholder at
or  prior  to  the Closing by delivering to NADS a written waiver to that effect
signed  by  Certo  and  the  Certo Shareholder. In the event that the conditions
precedent  set  out  in the preceding section are not satisfied on or before the
Closing  Certo  and the Certo Shareholder shall be released from all obligations
under  this  Agreement.

NATURE  OF  CONDITIONS  PRECEDENT

7.5     The  conditions  precedent  set  forth in this Article are conditions of
completion  of  the  transactions  contemplated  by  this  Agreement and are not
conditions  precedent  to  the  existence  of  a  binding  agreement. Each party
acknowledges  receipt  of  the  sum  of  $1.00  and  other  good  and  valuable
consideration  as  separate  and  distinct  consideration  for  agreeing  to the
conditions of precedent in favor of the other party or parties set forth in this
Article.

TERMINATION

7.6     Notwithstanding  any  provision  herein  to the contrary, if the Closing
does  not  occur  on or before August 15, 2005, this Agreement will be at an end
and  will  have  no further force or effect, unless otherwise agreed upon by the
parties  in  writing.


                                      -24-
<PAGE>

CONFIDENTIALITY

7.7     Notwithstanding any provision herein to the contrary, the parties hereto
agree  that  the existence and terms of this Agreement are confidential and that
if  this  Agreement  is terminated pursuant to the preceding section the parties
agree  to  return  to  one another any and all financial, technical and business
documents  delivered  to  the  other  party  or  parties  in connection with the
negotiation  and  execution  of  this Agreement and shall keep the terms of this
Agreement and all information and documents received from Certo and NADS and the
contents  thereof  confidential  and  not  utilize  nor  reveal or release same,
provided,  however,  that NADS will be required to issue news releases regarding
the  execution  and  consummation of this Agreement and file a Current Report on
Form  8-K  with  the  Securities and Exchange Commission respecting the proposed
Merger contemplated hereby together with such other documents as are required to
maintain  the  currency  of  NADS'  filings  with  the  Securities  and Exchange
Commission.



                                    ARTICLE 8
                                      RISK

MATERIAL  CHANGE  IN  THE  BUSINESS  OF  CERTO

8.1     If  any  material  loss  or  damage to the NADS Business occurs prior to
Closing  and  such  loss  or  damage,  in  Certo's reasonable opinion, cannot be
substantially  repaired  or replaced within sixty (60) days, Certo shall, within
two (2) days following any such loss or damage, by notice in writing to NADS, at
its  option,  either:

     (a)  terminate  this  Agreement,  in  which  case  no  party  will be under
          any further obligation to any other party; or

     (b)  elect  to  complete  the  Merger  and  the  other  transactions
          contemplated  hereby,  in  which  case  the proceeds and the rights to
          receive  the  proceeds  of  all insurance covering such loss or damage
          will, as a condition precedent to Certo's obligations to carry out the
          transactions  contemplated  hereby,  be  vested  in  NADS or otherwise
          adequately  secured  to  the  satisfaction  of  Certo on or before the
          Closing Date.

MATERIAL  CHANGE  IN  THE  NADS  BUSINESS

8.2     If  any  material  loss  or  damage to the NADS Business occurs prior to
Closing  and  such  loss  or  damage,  in  Certo's reasonable opinion, cannot be
substantially  repaired  or replaced within sixty (60) days, Certo shall, within
two (2) days following any such loss or damage, by notice in writing to NADS, at
its  option,  either:

     (c)  terminate  this  Agreement,  in  which  case  no  party  will be under
          any further obligation to any other party; or

     (d)  elect  to  complete  the  Merger  and  the  other  transactions
          contemplated  hereby,  in  which  case  the proceeds and the rights to
          receive  the  proceeds  of  all insurance covering such loss or damage
          will, as a condition precedent to Certo's obligations to carry out the
          transactions  contemplated  hereby,  be  vested  in  NADS or otherwise
          adequately  secured  to  the  satisfaction  of  Certo on or before the
          Closing Date.


                                      -25-
<PAGE>

                                    ARTICLE 9
                                     CLOSING

CLOSING

9.1     The  Merger  and  the  other transactions contemplated by this Agreement
will  be closed at the Place of Closing in accordance with the closing procedure
set  out  in  this  Article.

DOCUMENTS  TO  BE  DELIVERED  BY  CERTO

9.2     On  or  before the Closing, Certo and the Certo Shareholder will deliver
or  cause  to  be  delivered  to  NADS:

     (a)  the  original  or  certified  copies  of  the  charter  documents  of
          Certo  and  all  corporate records documents and instruments of Certo,
          the corporate seal of Certo and all books and accounts of Certo;

     (b)  all  reasonable  consents  or  approvals  required  to  be obtained by
          Certo  for  the  purposes  of completing the Merger and preserving and
          maintaining  the  interests  of Certo under any and all Certo Material
          Contracts and in relation to Certo Assets;

     (c)  certified  copies  of  such  resolutions  of  the  shareholder  and
          director  of  Certo  as  are  required  to  be passed to authorize the
          execution, delivery and implementation of this Agreement;

     (d)  an  acknowledgement  from  Certo  and  the  Certo  Shareholder  of the
          satisfaction  of  the  conditions  precedent  set forth in section 7.3
          hereof;

          (e)  the Certificate of Merger, duly executed by Certo; and

     (f)  such  other  documents  as  NADS  may  reasonably  require  to  give
          effect to the terms and intention of this Agreement.

DOCUMENTS  TO  BE  DELIVERED  BY  NADS

9.3     On or before the Closing, NADS shall deliver or cause to be delivered to
Certo  and  the  Certo  Shareholder:

     (a)  share  certificates  representing  the  Acquisition  Shares  duly
          registered  in  the  names  of  the  holders of shares of Certo Common
          Stock;

     (b)  certified  copies  of  such  resolutions  of  the directors of NADS as
          are  required  to  be  passed to authorize the execution, delivery and
          implementation of this Agreement;

     (c)  a  certified  copy  of  a  resolution  of  the directors of NADS dated
          as  of  the Closing Date appointing the nominees of Certo as directors
          of NADS;

     (d)  the resignations of all of the directors and officers of NADS;

     (e)  an  acknowledgement  from  NADS  of  the  satisfaction  of  the
          conditions precedent set forth in section 7.1 hereof;

     (f)  the Certificate of Merger, duly executed by the Acquirer;



                                      -26-
<PAGE>

     (g)  documentation  evidencing  the  conversion  of  all  outstanding
          warrants  into  2,300,000  NADS Common Shares, in form satisfactory to
          Certo; and

     (h)  such  other  documents  as  Certo  may  reasonably  require  to  give
          effect to the terms and intention of this Agreement.


                                   ARTICLE 10
                              POST-CLOSING MATTERS

10.1     Forthwith  after  the  Closing,  NADS,  Certo and the Certo Shareholder
agree  to  use  all  their  best  efforts  to:

     (a)  file the Certificate of Merger with Secretary of State of the State of
     Delaware;

     (b)  issue a news release reporting the Closing;

     (c)  file  a  Form  8-K  with  the  Securities  and  Exchange  Commission
          disclosing  the  terms  of  this  Agreement and, not more than 60 days
          following  the  filing  of  such Form 8-K, to file an amended Form 8-K
          which  includes  audited  financial statements of Certo as well as pro
          forma  financial  information  of  Certo  and  NADS  as  required  by
          Regulation  SB  as  promulgated  by  the  Securities  and  Exchange
          Commission;

     (d)  take  such  steps  are  required  to  approve  a  one for five reverse
          stock  split  so  that  there are outstanding approximately 17,697,740
          post split common shares of NADS;

     (e)  take  such  steps  are  required  to  change  the name of NADS to "The
          Certo  Group,  Inc."  a  name  as  may  be  acceptable to the board of
          directors of NADS; and

     (f)  file  a  registration  statement  in  accordance with the registration
          rights agreement in the form attached hereto as Schedule "T."

                                   ARTICLE 11
                               GENERAL PROVISIONS

ARBITRATION

11.1     The  parties  hereto shall attempt to resolve any dispute, controversy,
difference  or claim arising out of or relating to this Agreement by negotiation
in  good  faith.  If  such  good  negotiation  fails  to  resolve  such dispute,
controversy,  difference  or  claim  within  fifteen  (15)  days after any party
delivers  to  any  other  party  a notice of its intent to submit such matter to
arbitration,  then  any  party to such dispute, controversy, difference or claim
may  submit  such  matter  to  arbitration  in  the  City of New York, New York.

NOTICE

11.2     Any  notice  required  or  permitted  to  be given by any party will be
deemed  to  be  given when in writing and delivered to the address for notice of
the  intended  recipient  by  personal  delivery,  prepaid  single  certified or
registered  mail,  or facsimile. Any notice delivered by mail shall be deemed to
have  been  received  on the fourth business day after and excluding the date of
mailing,  except in the event of a disruption in regular postal service in which
event such notice shall be deemed to be delivered on the actual date of receipt.
Any  notice  delivered  personally  or by facsimile shall be deemed to have been



                                      -27-
<PAGE>

received  on  the  actual date of delivery. If delivered by facsimile, the party
transmitting  the  facsimile shall retain proof of the transmission by facsimile
and  shall  send  by  regular  mail  a  copy  to  the  other  party.

ADDRESSES  FOR  SERVICE

11.3     The  address  for service of notice of each of the parties hereto is as
follows:

     (a)  NADS or the Acquirer:

          National  Diversified  Services,  Inc.
          c/o  Morse  &  Morse,  PLLC
          1400  Old  Country  Road,  Suite  302
          Westbury,  New  York  11590
          Attn:  Morry  F.  Rubin,  Chief  Executive  Officer
          Phone:  (516)  487-1419
          Telecopier:  (516)  487-1452
          With  a  copy  to:
          George  Rubin
          Telecopier:  (212)  3070202


     (b)  Certo or the Certo Shareholder

          The  Certo  Group,  Inc.
          1927  Gary  Road
          Stewartsvilles,  New  Jersey  08886
          Attn:  Dominic  Certo,  Chief  Executive  Officer
          Phone:  (732)  356-9555
          Telecopier:  (732)  356-2969

CHANGE  OF  ADDRESS

11.4     Any  party  may,  by notice to the other parties change its address for
notice to some other address in North America and will so change its address for
notice  whenever  the  existing  address  or  notice  ceases  to be adequate for
delivery  by  hand. A post office box may not be used as an address for service.

FURTHER  ASSURANCES

11.5     Each  of  the  parties  will execute and deliver such further and other
documents  and do and perform such further and other acts as any other party may
reasonably  require  to  carry out and give effect to the terms and intention of
this  Agreement.

TIME  OF  THE  ESSENCE

11.6     Time  is  expressly  declared  to  be  the  essence  of this Agreement.

ENTIRE  AGREEMENT

11.7     The  provisions  contained herein constitute the entire agreement among
Certo,  the  Certo  Shareholder,  the  Acquirer  and NADS respecting the subject
matter  hereof  and  supersede  all previous communications, representations and
agreements,  whether  verbal or written, among Certo, the Certo Shareholder, the



                                      -28-
<PAGE>

Acquirer  and  NADS  with  respect  to  the  subject  matter  hereof.

ENUREMENT

11.8     This  Agreement  will  enure  to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and  permitted  assigns.

ASSIGNMENT

11.9     This  Agreement  is not assignable without the prior written consent of
the  parties  hereto.

COUNTERPARTS

11.10     This  Agreement  may  be  executed in counterparts, each of which when
executed  by  any  party  will  be  deemed  to  be  an original and all of which
counterparts  will  together  constitute one and the same Agreement. Delivery of
executed copies of this Agreement by telecopier will constitute proper delivery,
provided  that  originally  executed  counterparts  are delivered to the parties
within  a  reasonable  time  thereafter.

APPLICABLE  LAW

11.11     This  Agreement  is  subject  to  the  laws  of the State of New York.

                  [Remainder of page intentionally left blank.]



                                      -29-
<PAGE>

IN  WITNESS WHEREOF the parties have executed this Agreement effective as of the
day  and  year  first  above  written.

                                  NATIONAL  DIVERSIFIED  SERVICES,  INC.



                                  By: /s/Morry F.  Rubin
                                      ------------------
                                      Morry  F.  Rubin,
                                      Chief  Executive  Officer



                                  THE  CERTO  GROUP,  INC.


                                  By: /s/Dominic  Certo
                                      ------------------
                                      Dominic  Certo,
                                      Chief  Executive  Officer


                                  NADS  ACQUISITION  CORP.



                                  By: /s/ Morry  F.  Rubin
                                      --------------------
                                      Morry  F.  Rubin,
                                      Chief  Executive  Officer

                                      /s/ Dominic Certo
                                      -----------------
                                      DOMINIC  CERTO