AGREEMENT AND PLAN OF MERGER

                            dated as of June 13, 2001

                                 by and between

                          Real-Estateforlease.com, Inc.

                                       and

                              NEV Acquisition Corp.


<PAGE>

         THIS AGREEMENT AND PLAN OF MERGER  ("Agreement"),  dated as of June 13,
2001, is entered into by and between  Real-Estateforlease.com,  Inc., a Delaware
corporation ("REFL"), and NEV Acquisition Corp., a Delaware corporation ("NEV").
Certain  capitalized  terms used in this  Agreement  are  defined in Section 6.3
hereof.

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS,  the  respective  Boards  of  Directors  of REFL  and NEV have
determined  that  it  would  be  advisable  and in  the  best  interests  of the
stockholders of REFL and NEV, respectively,  for REFL to merge with and into NEV
pursuant  and subject to the terms and  conditions  set forth in this  Agreement
(the "Merger");

         WHEREAS,  the parties  hereto  desire to make certain  representations,
warranties,  covenants and agreements in connection  with the Merger and also to
prescribe various conditions to the Merger; and

         WHEREAS,  all  of  the  parties  hereto  desire  that  the  transaction
contemplated  herein be treated as a tax-free  merger  transaction  pursuant  to
Section 368 of the Code.

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

                                    ARTICLE I

                                   THE MERGER
                                   ----------

         SECTION  1.1 The Merger.  Upon the terms and subject to the  conditions
set forth in this Agreement, and in accordance with the applicable provisions of
the Delaware General Corporation Law ("DGCL"),  the Merger shall be effected and
REFL  shall be merged  with and into NEV at the  Effective  Time (as  defined in
Section 1.3), the separate  existence of REFL shall cease and NEV shall continue
as the surviving  corporation  in the Merger.  The surviving  corporation of the
Merger shall be herein referred to as the "Surviving Corporation."

         SECTION 1.2  Closing.  The closing of the Merger (the  "Closing")  will
take place (the "Closing Date") on such date and at such time or place as agreed
to in writing by the parties hereto.

         SECTION 1.3. Effective Time.  Contemporaneously  with the Closing,  the
Surviving  Corporation  will  file with the  Secretary  of State of the State of
Delaware (the  "Delaware  Secretary of State") a certificate  of merger or other
appropriate  documents,  executed in accordance with the relevant  provisions of
the DGCL,  and make all other filings or recordings  required  under the DGCL in
connection with the Merger. The Merger shall become effective upon the filing of
the  certificate of merger with the Delaware  Secretary of State (the "Effective
Time").

         SECTION 1.4 Effects of the  Merger.  The Merger  shall have the effects
set  forth in this  Agreement  and in the  applicable  provisions  of the  DGCL.
Without limiting the generality of the foregoing,  and subject  thereto,  at the
Effective Time, all the properties, rights, privileges, powers and franchises of
REFL shall vest in the Surviving  Corporation,  and all debts,  liabilities  and
duties of REFL shall become the debts,  liabilities  and duties of the Surviving
Corporation.


                                        1
<PAGE>

         SECTION 1.5  Certificate  of  Incorporation;  Bylaws.  At the Effective
Time,  (a)  NEV's  certificate  of  incorporation  shall be the  certificate  of
incorporation of the Surviving  Corporation and shall be amended so as to change
the Surviving Corporation's name to  Real-Estateforlease.com,  Inc., and (b) the
bylaws of NEV as in  effect  at the  Effective  Time  shall,  from and after the
Effective  Time, be the bylaws of the  Surviving  Corporation  until  thereafter
changed or amended as provided therein or by applicable law.

         SECTION  1.6  Directors;  Officers.  At the  Effective  Time,  (a)  the
directors of REFL shall be the directors of the Surviving  Corporation,  each of
whom will serve until the earlier of their resignation or removal or until their
respective  successors are duly elected and  qualified,  as the case may be, and
(b) the  officers of REFL shall be the  officers of the  Surviving  Corporation,
until the  earlier of their  resignation  or removal or until  their  respective
successors are duly elected and qualified, as the case may be.

                                   ARTICLE II

                       EFFECT OF THE MERGER ON THE CAPITAL
                      STOCK OF THE CONSTITUENT CORPORATIONS

         SECTION  2.1 Effect on Capital  Stock.  As of the  Effective  Time,  by
virtue of the Merger and without  any action on the part of the parties  hereto,
the  stockholders  of REFL, as  identified on Exhibit "A" hereto,  shall receive
their  prorata  portion of  9,500,000  shares of NEV's common stock (the "Merger
Consideration")  to be issued in  connection  with the Merger.  All  outstanding
shares of REFL's common stock shall be cancelled by operation of law.

         SECTION 2.2  Adjustments.  If at any time during the period between the
date of this  Agreement and the Effective  Time,  any change in the  outstanding
capital stock of NEV shall occur,  including by reason of any  reclassification,
recapitalization,  stock  dividend,  stock split,  or  combination,  exchange or
readjustment  of shares of capital stock of NEV, or any stock dividend  thereof,
the Merger Consideration shall be appropriately adjusted.

         SECTION 2.3  Further  Assurances.  If, at any time after the  Effective
Time, the Surviving  Corporation  shall  determine or be advised that any deeds,
bills of sale,  assignments,  assurances  or any other  actions  or  things  are
necessary or desirable to vest, perfect or confirm of record or otherwise in the
Surviving  Corporation  the right,  title or interest in, to or under any of the
rights, properties or assets of REFL acquired or to be acquired by the Surviving
Corporation  as a result of, or in connection  with,  the Merger or otherwise to
carry out this  Agreement,  the  Surviving  Corporation  shall be  authorized to
execute and deliver, in the name and on behalf of REFL, all such deeds, bills of
sale,  assignments  and assurances and to take and do, in the name and on behalf
of REFL or  otherwise,  all such other actions and things as may be necessary or
desirable to vest,  perfect or confirm any and all right, title and interest in,
to and under such rights,  properties or assets in the Surviving  Corporation or
otherwise to carry out this Agreement.


                                       2
<PAGE>

                                   ARTICLE III

                         PAYMENT OF MERGER CONSIDERATION

         SECTION 3.1 Certificates.  Promptly after the Effective Time, NEV shall
mail to each person or entity entitled to receive the Merger  Consideration,  as
identified on Exhibit "A" hereto,  certificates  representing  such holders' new
interest in NEV.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

         SECTION 4.1  Representations  and Warranties of NEV. NEV represents and
warrants to REFL as follows:

         (a)  Organization,  Standing and Power. NEV is duly organized,  validly
existing and in good standing under the laws of the  jurisdiction in which it is
incorporated and has the requisite corporate power and authority to carry on its
business  as now  being  conducted.  NEV is duly  qualified  or  licensed  to do
business and is in good standing in each jurisdiction in which the nature of its
business or the ownership or leasing of its properties makes such  qualification
or licensing necessary, other than in such jurisdictions where the failure to be
so qualified or licensed (individually or in the aggregate) would not have a NEV
Material Adverse Effect. For purposes of this Agreement,  the term "NEV Material
Adverse Effect" means any Material  Adverse Effect with respect to NEV, taken as
a whole,  or any change or effect that adversely,  or is reasonably  expected to
adversely, affect the ability of NEV to consummate the transactions contemplated
by this Agreement in any material respect or materially  impairs or delays NEV's
ability to perform its  obligations  hereunder.  NEV has made  available to REFL
complete  and correct  copies of its  charter or  organizational  documents,  as
amended to the date of this Agreement.

         (b) Capital  Structure.  NEV has 400,293 shares of common capital stock
issued and outstanding and has reserved for issuance an additional 99,708 shares
of common capital stock. NEV has no or, at or after the Effective Time, will not
have any  outstanding  option,  warrant,  call,  subscription  or  other  right,
agreement or  commitment,  except as required  under the Plan,  which either (i)
obligates  NEV to issue,  sell or  transfer,  repurchase,  redeem  or  otherwise
acquire or vote any shares of its capital  stock,  or (ii) restricts the voting,
disposition or transfer of shares of its capital stock. There are no outstanding
stock appreciation rights or similar derivative securities or rights of NEV.

         (c) Authority:  Noncontravention. NEV has the requisite corporate power
and authority to enter into this  Agreement and to consummate  the  transactions
contemplated by this Agreement.  The execution and delivery of this Agreement by
NEV and the  consummation by NEV of the  transactions  contemplated  hereby have
been duly authorized by all necessary  corporate action on the part of NEV. This
Agreement  has been  duly  executed  and  delivered  by NEV and,  assuming  this
Agreement  constitutes  the valid and binding  agreement of REFL,  constitutes a
valid and binding obligation of NEV,  enforceable against NEV in accordance with
its terms, subject to applicable bankruptcy,  insolvency, fraudulent conveyance,
reorganization,  moratorium  and similar laws  affecting  creditors'  rights and
remedies  and  to  general   principles   of  equity   (regardless   of  whether
enforceability is considered in a proceeding at law or in equity). The execution
and delivery of this Agreement do not, and the  consummation of the transactions
contemplated  by this Agreement and compliance  with the provisions  hereof will
not, (i) conflict with any of the  provisions  of the charter or  organizational
documents of NEV,  (ii) subject to the  governmental  filings and other  matters
referred to in the following  sentence,  conflict with, result in a breach of or
default (with or without  notice or lapse of time, or both) under,  or give rise
to a right of first refusal,  termination,  cancellation  or acceleration of any


                                       3
<PAGE>

obligation  (including to pay any sum of money) or loss of a benefit  under,  or
require the  consent of any person  under,  any  indenture  or other  agreement,
permit,  concession,  ground lease, franchise,  license or similar instrument or
undertaking  to which  NEV is a party or by which NEV or any of its  assets  are
bound,  result  in the  creation  or  imposition  of a  material  Lien or  other
restriction or encumbrance on any material asset of NEV, which, singly or in the
aggregate,  would have a NEV Material  Adverse  Effect,  or (iii) subject to the
governmental  filings and other matters  referred to in the following  sentence,
violate any  domestic or foreign law,  rule or  regulation  or any order,  writ,
judgment,  injunction, decree, determination or award currently in effect except
for such  violations,  which,  singly or in the  aggregate,  would  only have an
immaterial  effect.  Except as required under the Plan and for the filing of the
certificate of merger with the Delaware Secretary of State, no consent, approval
or  authorization  of, or declaration or filing with, or notice to, any domestic
or foreign governmental agency or regulatory authority (a "Governmental Entity")
or any third party which has not been  received or made,  is required by or with
respect to NEV in connection  with the execution and delivery of this  Agreement
by NEV or the consummation by NEV of the transactions contemplated hereby.

         (d) Subsidiaries.  NEV does not own, directly or indirectly, any of the
capital  stock  of  any  other  corporation  or  any  equity,   profit  sharing,
participation or other interest in any corporation,  partnership,  joint venture
or other entity.

         (e)  Intellectual  Property.  NEV does  not own or use any  trademarks,
tradenames,  service marks, patents, copyrights or any applications with respect
thereto.  NEV has no knowledge of any claim that, or inquiry as to whether,  any
product,  activity  or  operation  of NEV  infringes  upon or  involves,  or has
resulted in the  infringement  of, any  trademarks,  tradenames,  service marks,
patents, copyrights or other proprietary rights of any other person, corporation
or other entity;  and no proceedings  have been  instituted,  are pending or are
threatened with respect thereto.

         (f)  Absence of Certain  Changes or  Events;  No  Undisclosed  Material
Liabilities.  Since the  confirmation  date of the Plan,  NEV has  conducted its
business  only in the  ordinary  course,  and  there  has not been  any  change,
destruction, damage, loss or event which has had or could reasonably be expected
to have, individually or in the aggregate, a NEV Material Adverse Effect.

         (g) Employees. NEV (i) has no employees,  except for Timothy P. Halter,
NEV's sole officer and director, (ii) owes no compensation of any kind, deferred
or otherwise, to any current or previous employees, (iii) has no written or oral
employment  agreements with any officer or director of NEV (iv) is a party to or
bound  by any  collective  bargaining  agreement.  There  are no  loans or other
obligations  payable or owing by NEV to any  stockholder,  officer,  director or
employee  of NEV,  nor are there any loans or debts  payable  or owing by any of
such persons to NEV or any  guarantees  by NEV of any loan or  obligation of any
nature to which any such person is a party.

         (h) Employee  Benefit Plans. NEV has no (a)  non-qualified  deferred or
incentive  compensation  or  retirement  plans or  arrangements,  (b)  qualified
retirement plans or arrangements, (c) other employee compensation,  severance or
termination  pay or welfare  benefit plans,  programs or arrangements or (d) any
related trusts,  insurance contracts or other funding  arrangements  maintained,
established or contributed to by NEV  (collectively,  "Employee Benefit Plans").
NEV  has  no  liability  for  a  former  Employee   Benefit  Plan  or  severance
liabilities.

         (i) Taxes.  All Tax  Returns  for all  periods  ending on or before the
Closing Date that are or were  required to be filed by, or with respect to, NEV,
either  separately or as a member of an affiliated group of  corporations,  have
been or will be filed on a timely basis in accordance with the laws, regulations


                                       4
<PAGE>

and administrative  requirements of each Taxing Authority.  All such Tax Returns
that have been  filed on or before  the  Closing  Date  were,  when  filed,  and
continue to be, true, correct and complete.

         (j)  Insurance.  NEV has no  insurance  policies in effect.  NEV has no
outstanding insurance obligations.

         (k) Brokers. No broker,  investment banker,  financial advisor or other
person,  the fees and expenses of which will be paid by NEV , is entitled to any
broker's,  finder's,  financial  advisor's or other similar fee or commission in
connection  with the  transactions  contemplated  by this  Agreement  based upon
arrangements made by or on behalf of NEV .

         (l) Litigation,  etc.  Except for the Plan, as of the date hereof,  (i)
there is no suit, claim,  action or proceeding (at law or in equity) pending or,
to the knowledge of NEV, threatened against NEV (including,  without limitation,
any product  liability  claims) before any court or  governmental  or regulatory
authority or body, and (ii) NEV is not subject to any outstanding  order,  writ,
judgment,  injunction, order, decree or arbitration order that, in any such case
described  in clauses (i) and (ii),  (A) could  reasonably  be expected to have,
individually or in the aggregate,  a NEV Material Adverse Effect or (B) involves
an  allegation  of criminal  misconduct  or a  violation  of the  Racketeer  and
Influenced Corrupt Practices Act, as amended.  As of the date hereof,  there are
no  suits,  actions,  claims or  proceedings  pending  or,  to NEV's  knowledge,
threatened,  seeking to prevent,  hinder,  modify or challenge the  transactions
contemplated by this Agreement.

         (m) Contracts. NEV has no material contracts, leases, arrangements or
         commitments  (whether  oral or written) or is a party to or bound by or
affected
by any contract, lease, arrangement or commitment (whether oral or written).

         (n) Real Property. NEV neither owns nor leases any real property.


         (o)  Affiliate  Transactions.  There are no  transactions,  agreements,
arrangements  or  understandings  between  NEV,  on  the  one  hand,  and  NEV's
affiliates, on the other hand ("Affiliate Agreements"). No payments will be made
in connection with this Agreement  (except as provided for herein) and NEV shall
have no Liabilities to any affiliate or officer or director of NEV.

         (p) Disclosure.  The  representations  and warranties and statements of
fact made by NEV in this  Agreement are, as  applicable,  accurate,  correct and
complete and do not contain any untrue  statement of a material  fact or omit to
state  any  material  fact  necessary  in  order  to  make  the  statements  and
information contained herein not false or misleading.

         SECTION 4.2 Representations and Warranties of REFL. REFL represents and
warrants to NEV as follows:

         (a)  Organization,  Standing and Corporate Power. REFL is a corporation
duly organized,  validly existing and in good standing under the jurisdiction in
which it is incorporated, and has all requisite corporate power and authority to
own, lease and operate its properties and to carry on its business substantially
as now conducted, except where the failure to do so would not have, individually
or in the  aggregate,  a REFL  Material  Adverse  Effect.  For  purposes of this
Agreement,  the term "REFL Material  Adverse Effect" means any Material  Adverse
Effect  with  respect to REFL,  taken as a whole,  or any change of effect  that
adversely, or is reasonably expected to adversely, effect the ability of REFL to
consummate  the  transactions  contemplated  by this  Agreement  in any material
respect or materially  impair or delay REFL' ability to perform its  obligations
hereunder.


                                       5
<PAGE>

         (b)   Authority;   Noncontravention.   The   execution,   delivery  and
performance by REFL of this Agreement and the consummation of the Merger by REFL
has been duly authorized by all necessary  corporate action on the part of REFL.
This  Agreement has been duly executed and delivered by REFL and,  assuming this
Agreement  constitutes  the valid and binding  agreement of NEV,  constitutes  a
valid  and  binding  obligation  of  REFL,  enforceable  against  such  party in
accordance  with  its  terms,  subject  to  applicable  bankruptcy,  insolvency,
fraudulent  conveyance,  reorganization,  moratorium  and similar laws affecting
creditors'  rights  and  remedies  and to  general  principles  of  equity.  The
execution  and delivery of this  Agreement do not, and the  consummation  of the
transactions  contemplated  by this Agreement and compliance with the provisions
of this  Agreement,  will not (i)  conflict  with any of the  provisions  of the
charter or  organizational  documents of REFL, (ii) subject to the  governmental
filings and other matters referred to in the following sentence,  conflict with,
result in a breach of or default  (with or without  notice or lapse of time,  or
both)  under,  or  give  rise  to  a  right  of  termination,   cancellation  or
acceleration  of any obligation or loss of a material  benefit under, or require
the consent of any person under,  any indenture,  or other  material  agreement,
permit, concession,  franchise,  license or similar instrument or undertaking to
which  REFL  is a party  or by  which  REFL or any of its  assets  is  bound  or
affected,  or (iii)  subject  to the  governmental  filings  and  other  matters
referred to in the following  sentence,  contravene any law, rule or regulation,
or any order, writ, judgment, injunction, decree, determination or award binding
on or applicable to REFL and currently in effect,  which, in the case of clauses
(ii) and (iii) above,  singly or in the  aggregate,  would have an REFL Material
Adverse  Effect.  No consent,  approval or  authorization  of, or declaration or
filing with, or notice to, any  Governmental  Entity which has not been received
or made is required by or with respect to REFL in connection  with the execution
and delivery of this Agreement by REFL or the consummation by REFL of any of the
transactions  contemplated by this  Agreement,  except for (i) the filing of the
certificate  of merger with the Delaware  Secretary of State and (ii)  consents,
approvals,  authorizations,  declarations,  filings  and  notices  that,  if not
obtained or made, will not, individually or in the aggregate,  result in an REFL
Material Adverse Effect.

         (c) Common Capital  Structure.  The authorized  common capital stock of
REFL consists of 50,000,000 shares of REFL common stock,  $.00001 par value. All
outstanding  shares of  capital  stock of REFL have  been  duly  authorized  and
validly  issued,  and are  fully  paid  and  nonassessable  and not  subject  to
preemptive or similar rights.  REFL does not have and, at or after the Effective
Time will not have, any outstanding option, warrant, call, subscription or other
right, agreement or commitment which either (i) obligates REFL to issue, sell or
transfer,  repurchase,  redeem or  otherwise  acquire  or vote any shares of the
capital stock of REFL, or (ii) restricts the voting,  disposition or transfer of
shares of capital stock of REFL.  There are no  outstanding  stock  appreciation
rights or similar derivative securities or rights of REFL.

         (d) No Brokers.  No broker,  investment  banker,  financial  advisor or
other person is entitled to any broker's, finder's, financial advisor's or other
similar fee or commission in connection  with the  transactions  contemplated by
this Agreement based upon arrangements made by or on behalf of REFL.

         (e) Compliance with  Applicable  Laws. REFL has and after giving effect
to the transactions  contemplated hereby will have in effect all federal, state,
local and foreign governmental approvals, authorizations, certificates, filings,
franchises,  licenses,  notices, permits and rights ("Permits") necessary for it
to own,  lease or operate its properties and assets and to carry on its business
as now  conducted,  and to the  knowledge  of REFL there has occurred no default
under any such  Permit,  except for the lack of Permits and for  defaults  under
Permits which lack or default  individually or in the aggregate would not have a
REFL Material Adverse Effect.  To REFL'  knowledge,  REFL is in compliance with,
and has no  liability  or  obligation  under,  all  applicable  statutes,  laws,
ordinances,  rules, orders and regulations of any Governmental Entity, including


                                       6
<PAGE>

any liability or obligation  to undertake  any remedial  action under  Hazardous
Substances  Laws,  except  for  instances  of  non-compliance,   liabilities  or
obligations,  which  individually  or  in  the  aggregate  would  only  have  an
immaterial effect.

         (f) Brokers. No broker,  investment banker,  financial advisor or other
person,  the fees and expenses of which will be paid by REFL, is entitled to any
broker's,  finder's,  financial  advisor's or other similar fee or commission in
connection  with the  transactions  contemplated  by this  Agreement  based upon
arrangements made by or on behalf of REFL.

         (g) Disclosure.  The  representations  and warranties and statements of
fact made by REFL in this Agreement are, as  applicable,  accurate,  correct and
complete and do not contain any untrue  statement of a material  fact or omit to
state  any  material  fact  necessary  in  order  to  make  the  statements  and
information contained herein not false or misleading.

                                    ARTICLE V

                              CONDITIONS TO MERGER

         SECTION 5.1  Director  Approval.  The Merger shall be  contingent  upon
approval of this Agreement by its Board of Directors as called for by the Plan.

                                   ARTICLE VI

                               GENERAL PROVISIONS

         SECTION 6.1 Nonsurvival of  Representations  and Warranties.  Except as
otherwise  contemplated  herein,  none of the  representations and warranties in
this Agreement or in any instrument  delivered  pursuant to this Agreement shall
survive the  Effective  Time.  This  Section 6.1 shall not limit any covenant or
agreement of the parties, which by its terms contemplates  performance after the
Effective Time.

         SECTION  6.2 Fees and  Expenses.  Each party  hereto  shall pay its own
expenses  incident  to  preparing  for,  entering  into  and  carrying  out this
Agreement and the consummation of the transactions contemplated hereby.

         SECTION 6.3 Definitions.  For purposes of this Agreement, and except as
otherwise defined in this Agreement:

         (a)  "Affiliate"  of any person means  another  person that directly or
indirectly,  through one or more intermediaries,  controls, is controlled by, or
is under common control with, such first person;

         (b)  "Business  Day" means any day other than  Saturday,  Sunday or any
other day on which banks in the City of Dallas,  Texas are required or permitted
to close;

         (c) "Code" shall mean the Internal Revenue Code of 1986, as amended;

         (d)  "Liability"  means, as to any Person,  all debts,  liabilities and
obligations,  direct,  indirect,  absolute or contingent of such Person, whether
accrued,  vested or  otherwise,  whether  known or  unknown  and  whether or not
actually reflected, or required in accordance with GAAP to be reflected, in such
Person's balance sheet.


                                       7
<PAGE>

         (e) "Liens" means,  collectively,  all material pledges, claims, liens,
charges,   mortgages,   conditional   sale  or   title   retention   agreements,
hypothecations,  collateral assignments, security interests, easements and other
encumbrances of any kind or nature whatsoever;

         (f) "Material Adverse Effect" with respect to any party hereto means an
event that has had or would reasonably be expected to have a material adverse
effect on the business, financial condition or results of operations of the
party to which it relates;

         (g)  "Person"  means an  individual,  corporation,  partnership,  joint
venture, association, trust, unincorporated organization or other entity;

         (h) "Plan"  means  NEV's  Amended  Joint Plan of  Reorganization  dated
November 15, 1999,  as  modified,  and  confirmed on July 31, 2000 by the United
States  Bankruptcy  Court for the Central  District of California,  Los Angeles,
Division.

         (i) "Tax" or  "Taxes"  means (i) any and all  taxes  (whether  federal,
state,  local  or  foreign),  including,  without  limitation,  gross  receipts,
profits, sales, use, occupation,  value added, ad valorem, transfer,  franchise,
withholding,  payroll, employment,  excise, or property taxes, together with any
interest,  penalties or  additions to tax imposed with respect  thereto and (ii)
any obligations  under any agreements or arrangements  with respect to any taxes
described in clause (i) above;

         (j) "Taxing  Authority" means any governmental  authority,  domestic or
foreign, having jurisdiction over the assessment, determination,  collection, or
other imposition of any Tax; and

         (k) "Tax Returns" means returns, reports and forms required to be filed
with any Taxing Authority.

         SECTION 6.4 Notices. All notices,  requests,  claims, demands and other
communications  under this  Agreement  shall be in  writing  and shall be deemed
given if delivered  personally or sent by overnight courier  (providing proof of
delivery) to the parties at the  following  addresses  (or at such other address
for a party as shall be specified by like notice):

         If to NEV :
                           NEV Acquisition Corp.
                           One Panorama Center
                           7710 Las Colinas Ridge, Suite 250
                           Irving, Texas 75063
                           Attention:       Timothy P. Halter
                           Telecopy:        (972) 233-0388

         If to REFL:
                           Real-Estateforlease.com, Inc.
                           192 Sea Ridge Court
                           Shell Beach, California 93449
                           Attention:       Mark DiSalvo

         SECTION 6.5 Interpretation.  When a reference is made in this Agreement
to a Section or Schedule, such reference shall be to a Section of, or a Schedule
to,  this  Agreement  unless  otherwise  indicated.  The table of  contents  and
headings  contained in this Agreement are for reference  purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.  Whenever
the words "include",  "includes" or "including" are used in this Agreement, they
shall be deemed to be followed by the words "without limitation".


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         SECTION 6.6 Counterparts. This Agreement may be executed in two or more
counterparts,  all of which shall be considered  one and the same  agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties.

         SECTION 6.7 Entire Agreement: Third-Party Beneficiaries. This Agreement
constitutes  the entire  agreement,  and  supersedes  all prior  agreements  and
understandings,  both  written and oral,  among the parties  with respect to the
subject matter of this Agreement.  This Agreement is not intended to confer upon
any person  other than the  parties  hereto  and the third  party  beneficiaries
referred to in the following sentence, any rights or remedies.

         SECTION 6.8  GOVERNING  LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE  WITH, THE LAWS OF THE STATE OF DELAWARE,  REGARDLESS OF
THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF
LAWS THEREOF.

         SECTION 6.9  Assignment.  Neither this Agreement nor any of the rights,
interests or obligations under this Agreement shall be assigned,  in whole or in
part,  by operation of law or otherwise by any of the parties  without the prior
written  consent  of the  other  parties,  and any such  assignment  that is not
consented to shall be null and void.  Subject to the  preceding  sentence,  this
Agreement will be binding upon,  inure to the benefit of, and be enforceable by,
the parties and their respective successors and assigns.

         SECTION 6.10  Enforcement.  The parties agree that  irreparable  damage
would occur in the event that any of the  provisions of this  Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is  accordingly  agreed that the parties  shall be entitled to an  injunction or
injunctions to prevent  breaches of this  Agreement and to enforce  specifically
the terms and  provisions  of this  Agreement in any court of the United  States
located in the State of Texas,  this being in  addition  to any other  remedy to
which they are entitled at law or in equity.

         SECTION 6.11 Severability. Whenever possible, each provision or portion
of any provision of this  Agreement  will be interpreted in such manner as to be
effective and valid under  applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid,  illegal or  unenforceable in
any respect under any applicable law or rule in any jurisdiction, so long as the
economic  or legal  substance  of the  transactions  contemplated  hereby is not
affected  in any  manner  materially  adverse  to any  party,  such  invalidity,
illegality or unenforceability will not affect any other provision or portion of
any  provision  in such  jurisdiction,  and  this  Agreement  will be  reformed,
construed  and  enforced in such  jurisdiction  as if such  invalid,  illegal or
unenforceable  provision or portion of any  provision  had never been  contained
herein.

                            [Signature page follows]

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<PAGE>


         IN WITNESS  WHEREOF,  NEV and REFL have  caused  this  Agreement  to be
signed in multiple  counterparts  by their  respective  officers  thereunto duly
authorized, all as of the date first written above.

NEV  ACQUISITION CORP.


By: /s/ Timothy P. Halter
   --------------------------
   Name:    Timothy P. Halter
   Title:   President


REAL-ESTATEFORLEASE.COM, INC.


By: /s/ Mark DiSalvo
   --------------------------
   Name:    Mark DiSalvo
   Title:   President