Exhibit 10.1

MERGER AGREEMENT

This MERGER AGREEMENT (this "Agreement") is entered into as of December___,
2001, by and among DataMEG Corp., a New York corporation ("DataMEG"); DataMEG
Acquisition Corp. 1, a North Carolina corporation and a wholly-owned subsidiary
of DataMEG (the "DataMEG Merger Sub", and together with DataMEG, the "DataMEG
Companies"); North Electric Company, Inc, a North Carolina corporation (the
"NEC") and Rex Hester ("Hester"), a resident of the State of North Carolina who
has the authority to execute this Agreement on behalf of all of the
shareholders of NEC (the "Shareholders").  Certain other capitalized terms used
herein are defined in Article X and throughout this Agreement.

        RECITALS

The Boards of Directors of DataMEG and NEC have determined that it is in the
best interests of their respective shareholders for DataMEG, through DataMEG
Merger Sub, its wholly owned subsidiary, to acquire all of the issued and
outstanding shares of the common stock of NEC upon the terms and subject to the
conditions set forth in this Agreement. In order to effectuate the transaction,
DataMEG has organized the DataMEG Merger Sub as a wholly-owned subsidiary of
DataMEG, and the parties have agreed, subject to the terms and conditions set
forth in this Agreement, to merge the DataMEG Merger Sub with and into NEC so
that NEC continues as the surviving corporation. As a result of the Merger, NEC
will become a wholly owned subsidiary of DataMEG, and the Shareholders will be
issued certain shares of common stock of DataMEG as well as other consideration
as more fully described in Article I of this Agreement.

        TERMS OF AGREEMENT

In consideration of the mutual representations, warranties, covenants and
agreements contained herein, the parties hereto, intending to be legally bound
hereby, agree as follows:


        ARTICLE I

        THE MERGER

1.1     The Merger.

        Subject to the terms and conditions of this Agreement and in accordance
        with the North Carolina Business Corporation Act, as amended (the
        "Corporation Code"), at the Merger Closing Date (as defined in Section
        1.6 below), the DataMEG Merger Sub will be merged with and into NEC
        (the "Merger") pursuant to the Plan of Merger annexed hereto as Exhibit
        A (the "Plan of Merger"). The terms and conditions of the Plan of
        Merger are incorporated herein by reference as if fully set forth
        herein. As a result of the Merger, the separate corporate existence of
        the DataMEG Merger Sub shall cease and NEC shall continue as the
        surviving corporation (the "Surviving Corporation") and as a wholly
        owned subsidiary of DataMEG.

1.2     Consummation of Merger.

        Subject to the terms and conditions of this Agreement, the consummation
        of the Merger shall take place not later than the Merger Closing Date,
        subject to satisfaction or waiver of the conditions set forth in
        Articles VI and VII, at the offices of  DataMEG, in Charlotte, North
        Carolina, or such other time and place as the parties may otherwise
        agree.  The parties agree that, notwithstanding this closing, the Stock
        Consideration (as defined below) and all shares of stock in NEC as well
        as the NEC Intellectual Property shall be held in escrow with James G.
        Dodrill II, PA, beginning on the Merger Document Execution Date who
        shall be compensated as escrow agent, and that such shares shall not be
        exchanged until such time as all requirements s of the Merger Closing
        Date have been met and that such Intellectual Property shall not be
        exchanged until the Final Capitalization Date (as defined in Section
        1.9 (a)).

1.3     Directors and Officers.

        On or after the Merger Closing Date, as determined by Hester the Board
        of Directors of DataMEG will be expanded to two directors who will at
        that time become Co-Chairmen, one of whom shall be Andrew Benson with
        the second being Rex Hester.  Within a reasonable time after the Merger
        Closing Date, the DataMEG board of directors shall be expanded to a
        total of five directors with the three additional seats to be held by
        outside, independent directors.  The initial Board of Directors of the
        Surviving Corporation will consist of two Directors. Rex Hester and
        Andrew Benson will serve as the Directors. The Executive Officers of
        the Surviving Corporation will be as follows:

        Rex Hester:  Chief Executive Officer

        Dan Ference:  President

        These Officers will hold office until their successors shall have been
        duly elected or appointed and qualified.  Notwithstanding the above,
        until such time as Directors and Officers insurance is available, the
        consent of the Board of Directors of both DataMEG and NEC will be
        required for all decisions affecting the day to day business operations
        of DataMEG.

1.4     Aggregate Consideration; Exchange of Securities.

        (a)     Aggregate Consideration.  For purposes of this Agreement
        "Aggregate Consideration" means the consideration that shall be issued
        provided and/or paid to the Shareholders by DataMEG, as consideration
        for their agreement to consummate the Merger identified in this
        Agreement:

                The issuance to the Shareholders of 15,000,000 shares of common
                stock, par value $.01 per share, of DataMEG (the "DataMEG
                Common Stock) (the "Stock Consideration") on a pro rata basis
                according to their ownership interest in NEC; and $ 400,000.00
                in cash which shall be paid entirely to Hester within 60 days
                of the Merger Closing Date.

                The execution of an Employment Agreement between the Surviving
                Corporation and each of the Shareholders that shall provide for
                remuneration for services rendered by the Shareholders.

                DataMEG hereby warrants and represents that the shares received
                by the Shareholders will form part of the SB2 registration
                statement to be filed with the Securities Exchange Commission
                immediately following the execution of the Merger Agreement.

        (b)     Exchange of Securities. On the Merger Closing Date, all
        outstanding shares of stock of DataMEG Merger Sub, issued and
        outstanding on such date, shall be exchanged for all shares of stock of
        NEC (the "NEC Shares").  On the Merger Document Execution Date, the NEC
        Shares and the Stock Consideration will be delivered to James G.
        Dodrill II, PA who shall hold such shares as escrow agent pending
        satisfaction of all terms of this Agreement.

        (c)     Non-dilution of Shares.  DataMEG agrees that Shareholders shall
        receive additional shares of DataMEG common stock so that on the date
        the Final Capitalization Date is achieved as defined in Section 1.9,
        Shareholders will have the same percentage ownership of outstanding
        DataMEG common stock as Shareholders held on the date the SB2
        registration statement is filed with the Securities and Exchange
        Commission. The Shareholders agree that this non-dilution clause may be
        waived at any time by the NEC Board of Directors.

1.5     Manner of Payment of Aggregate Consideration.

        At the Merger Document Execution Date:

        (a)     The Shareholders shall deliver to DataMEG the certificates
                representing all issued and outstanding shares of NEC Common
                Stock for cancellation. The shares of DataMEG Common Stock
                issued by DataMEG to the Shareholders in the Merger, in
                accordance with Article I of this Agreement, are sometimes
                referred to herein as the "DataMEG Shares";

        (b)     DataMEG shall deliver to the Shareholders the Stock
                Consideration, issued in the name of the Shareholder, in
                accordance with Section 1.4(a);

        and at the Merger Closing Date:

        (c)     DataMEG and the Shareholders shall execute and deliver to the
                other party copies of the Employment Agreements, referred to in
                Section 1.4(a);

1.6     SB2 Registration Statement and Filing of Articles of Merger.

        On the Merger Document Execution Date, DataMEG will file the SB2
        registration statement necessary to register the Stock Consideration
        with the Securities and Exchange Commission.

        The "Merger Closing Date" shall be deemed to occur on the first date on
        which both of the following conditions have been met:  (a) the
        Securities and Exchange Commission declares effective the SB2
        Registration Statement registering the Stock Consideration and (b)
        DataMEG shall have funding available in the amount of two million five
        hundred thousand dollars ($2,500,000) as required under Section 1.9. On
        the Merger Closing Date, the parties shall cause the Merger to be
        consummated by filing duly executed Articles of Merger (with the
        completed Plan of Merger annexed thereto) with the Secretary of State
        of North Carolina, in such form as DataMEG and NEC reasonably determine
        is required by, and is in accordance with, the relevant provisions of
        the Corporation Code. On the Merger Closing Date the Escrow Agent shall
        consummate the exchange of the NEC Shares and the DataMEG Shares.

1.7     Accounting and Tax Treatment. The parties hereto acknowledge and agree
        that the transactions contemplated hereby are intended to be treated
        for tax purposes as a reorganization under Section 368 of the Internal
        Revenue Code of 1986, as amended (the "Code"), and for accounting
        purposes as a purchase.

1.8     Opinion of Counsel. On the Merger Document Execution Date, NEC shall
        deliver to DataMEG from Frederick A. Burke, counsel to NEC and the
        Shareholders, an opinion dated as of such date, in substantially the
        form attached as Exhibit B hereto. On the Merger Document Execution
        Date, the DataMEG Companies shall deliver to NEC from James G. Dodrill
        II, PA counsel to the DataMEG Companies, an opinion dated as of such
        date, in substantially the form attached as Exhibit C hereto.

1.9     Capitalization of NEC by DataMEG.

        Funding of NEC Post Merger Beginning on the date the Securities and
        Exchange Commission declares the SB2 registration statement effective,
        two million five hundred thousand dollars ($2,500,000) shall be made
        available to NEC in monthly increments of four hundred thousand
        ($400,000).  Thereafter, DataMEG shall make available another seven
        million five hundred thousand ($7,500,000) in increments of four
        hundred thousand dollars ($400,000), each increment of which will be
        made available within thirty (30) days of receipt of a written request
        of NEC's Board of Directors. Requests will be made no more than once
        every thirty (30) days. For purposes of this Agreement, the total ten
        million dollars ($10,000,000) will include any advances to the
        Surviving Corporation, additional investments from third parties in the
        form of stock or cash and earned revenues for the period noted and must
        be made available within a 24 month period of the date the Securities
        and Exchange Commission declares the SB2 effective (achieving this
        total ten million dollar ($10,000,000) capitalization commitment shall
        be referred to as the Final Capitalization Date).

        Funding of NEC Pending the Merger.  DataMEG covenants and agrees that,
        between the date of the signing of the original Term Sheet and the
        Merger Closing Date it will provide NEC with $125,000 per month to fund
        NEC's operations.

        ARTICLE II

        REPRESENTATIONS AND WARRANTIES OF THE DataMEG COMPANIES

        As a material inducement to the Shareholders to enter into this
        Agreement and to consummate the transactions contemplated hereby, each
        of the DataMEG Companies makes the following representations and
        warranties to the Shareholder:

2.1     Corporate Status.

        Each of the DataMEG Companies is a corporation duly organized, validly
        existing and in good standing under the laws of its state of
        incorporation and has the requisite power and authority to own or lease
        its properties and carry on its business as now being conducted.
        DataMEG Merger Sub is a wholly owned subsidiary of DataMEG.

2.2     Corporate Power and Authority.

        Each of the DataMEG Companies has the corporate power and authority to
        execute and deliver this Agreement, to perform its respective
        obligations hereunder and to consummate the transactions contemplated
        hereby. Each of the DataMEG Companies has taken all action necessary to
        authorize its execution and delivery of this Agreement, the performance
        of its obligations hereunder and the consummation of the transactions
        contemplated hereby.

2.3     Enforceability.

        This Agreement has been duly executed and delivered by each of the
        DataMEG Companies and constitutes a legal, valid and binding obligation
        of each of the DataMEG Companies, enforceable against each of the
        DataMEG Companies in accordance with its terms, except as the same may
        be limited by applicable bankruptcy, insolvency, reorganization,
        moratorium or similar laws affecting the enforcement of creditors'
        rights generally and general equitable principles regardless of whether
        such enforceability is considered in a proceeding at law or in equity.

2.4     DataMEG Common Stock.

        Upon consummation of the Merger and the issuance and delivery of
        certificates representing the DataMEG Shares to the Shareholder, the
        DataMEG Shares will be validly issued, fully paid and non-assessable
        shares of DataMEG Common Stock.

2.5     No Commissions.

        None of the DataMEG Companies has incurred any obligation for any
        finder's or broker's or agent's fees or commissions or similar
        compensation in connection with the transactions contemplated hereby.

        ARTICLE III

        REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER AND OF THE COMPANY

        As a material inducement to each of the DataMEG Companies to enter into
        this Agreement and to consummate the transactions contemplated hereby,
        each of NEC and the Shareholders jointly and severally, makes the
        following representations and warranties to DataMEG, which shall be
        true and correct as of the Merger Document Execution Date and the
        Merger Closing Date:

3.1     Corporate Status.

        NEC is a corporation duly organized, validly existing and in good
        standing under the laws of the state of North Carolina and has the
        requisite power and authority to own or lease its properties and to
        carry on its business as now being conducted. NEC is, and has been
        since inception, a "C Corporation". There is no pending or threatened
        proceeding for the dissolution, liquidation, insolvency or
        rehabilitation of NEC.

3.2     Power and Authority.

        NEC has the corporate power and authority to execute and deliver this
        Agreement, to perform its obligations hereunder and to consummate the
        transactions contemplated hereby. NEC has taken all action necessary to
        authorize the execution and delivery of this Agreement, the performance
        of its obligations hereunder and the consummation of the transactions
        contemplated hereby. Hester represents that he is a resident of the
        State of North Carolina and has the requisite competence and authority
        to execute and deliver this Agreement on behalf of himself and the
        Shareholders, to perform his respective obligations hereunder and to
        consummate the transactions contemplated below.

3.3     Enforceability.

        This Agreement has been duly executed and delivered by each of NEC,
        Hester and the Shareholders, and constitutes the legal, valid and
        binding obligation of each of them, enforceable against them in
        accordance with its terms, except as the same may be limited by
        applicable bankruptcy, insolvency, reorganization, moratorium or
        similar laws affecting the enforcement of creditors' rights generally
        and general equitable principles regardless of whether such
        enforceability is considered in a proceeding at law or in equity.

3.4     Capitalization.

        As of the date hereof, NEC has (a) 1,000,000 authorized shares of NEC
        Common Stock at $ .01 per share par value and no other shares of any
        class of capital stock, and (b) 1,000,000 shares of NEC Common Stock
        issued and outstanding, none of which is held in treasury.  All of the
        issued and outstanding shares of capital stock of NEC (i) have been
        duly authorized and validly issued and are fully paid and non-
        assessable, (ii) were issued in compliance with all applicable state
        and federal securities laws, and (iii) were not issued in violation of
        any preemptive rights, rights of first refusal or similar rights.  No
        preemptive rights, rights of first refusal or similar rights exist with
        respect to the shares of capital stock of NEC and no such rights arise
        by virtue of or in connection with the transactions contemplated
        hereby.  There are no outstanding or authorized rights, options,
        warrants, convertible securities, subscription rights, conversion
        rights, exchange rights or other agreements or commitments of any kind
        that could require NEC to issue or sell any shares of its capital stock
        (or securities convertible into or exchangeable for shares of its
        capital stock).  There are no outstanding stock appreciation, phantom
        stock, profit participation or other similar rights with respect to
        NEC.  There are no proxies, voting rights or other agreements or
        understandings with respect to the voting or transfer of the capital
        stock of NEC.  NEC, Hester and the Shareholders represent and warrant
        that NEC will not issue any further shares of any class of capital
        stock and that upon the Merger Closing Date the shares of NEC Common
        Stock that DataMEG will acquire will represent 100% of the outstanding
        capital stock of NEC.

3.5     Shareholders of NEC.

        The Shareholders are the holder of all issued and outstanding shares of
        capital stock of NEC, and own such shares free and clear of all Liens,
        restrictions and claims of any kind whatsoever.

3.6     No Violation.

        The execution and delivery of this Agreement by NEC and Hester on
        behalf of himself and the Shareholders, the performance by them of
        their respective obligations hereunder and the consummation by them of
        the transactions contemplated by this Agreement will not (i) violate or
        conflict with any provision of the articles of incorporation or bylaws
        of NEC, as amended, (ii) violate or conflict with any law, statute,
        ordinance, rule, regulation, decree, writ, injunction, judgment or
        order of any Governmental Authority or of any arbitration award which
        is either applicable to, binding upon or enforceable against any of
        NEC, Hester or the Shareholders, (iii) conflict with, result in any
        breach of, or constitute a default (or an event which would, with the
        passage of time or the giving of notice  or both, constitute a default)
        under, or give rise to a right to terminate, amend, modify, abandon or
        accelerate, any Contract which is applicable to, binding upon or
        enforceable against each of NEC, Hester or the Shareholders, (iv)
        result in or require the creation or imposition of any Lien upon or
        with respect to any of the property or assets of  NEC, or (v) require
        the consent, approval, authorization or permit of, or filing with or
        notification to, any Governmental Authority, any court or tribunal or
        any other Person.

3.7     NEC Records.

        The copies of the Articles of Incorporation and Bylaws of NEC that were
        provided to DataMEG are true, accurate and complete and reflect all
        amendments made through the date of this Agreement. The minute books
        for NEC made available to DataMEG for review were correct and complete
        in all material respects as of the date of such review, no further
        entries have been made through the date of this Agreement, such minute
        books contain the true signatures of the persons purporting to have
        signed them, and such minute books contain an accurate record of all
        corporate actions of the shareholders and directors (and any committees
        thereof) of NEC taken by written consent or at a meeting since
        incorporation. All material corporate actions taken by NEC have been
        duly authorized or ratified.  All accounts, books, ledgers and official
        and other records of NEC have been fully, properly and accurately kept
        and completed in all material respects, and there are no material
        inaccuracies or discrepancies of any kind contained therein. The stock
        ledgers of NEC, as previously made available to DataMEG, contain
        accurate and complete records of all issuances, transfers and
        cancellations of shares of the capital stock of NEC.

3.8     Financial Statements.

        Within 30 days of the Merger Document Execution Date, NEC will deliver
        to DataMEG, supporting documentation prepared by NEC which, to the best
        of NEC's knowledge, adequately reflects the financial condition of NEC
        as at November 30, 2001 and at the Merger Document Execution Date and
        could be used as supporting schedules to produce both the balance sheet
        and income statement of NEC (the "Supporting Schedules")  Within 45
        days of the Merger Closing Date, DataMEG and NEC will cause an audit to
        be completed of NEC per the requirements of the Securities and Exchange
        Commission to, among other things, produce a balance sheet and
        statement of operations (the "Financial Statements").  The audited
        balance sheet of NEC dated as of November 30, 2001 and at the Merger
        Closing Date, included in the Financial Statements is referred to
        herein as the "Current Balance Sheet."  The Financial Statements will
        fully and fairly present in all material respects the financial
        position of NEC as at November 30, 2001 and at the Merger Closing Date
        and will have been prepared in accordance with GAAP consistently
        applied throughout the period indicated.  The books and records of NEC
        fully and fairly reflect in all material respects all of its
        transactions, properties, assets and liabilities.  There are no
        extraordinary or material non-recurring items of income or expense
        (subject to fluctuations in the ordinary course of business) during the
        periods covered by the Financial Statements and the balance sheets
        included in the Financial Statements do not reflect any write-up or
        revaluation increasing the book value of any assets, except as
        specifically disclosed in the notes thereto.  The Financial Statements
        reflect all adjustments necessary for a fair presentation of the
        financial information contained therein, except for the Current Balance
        Sheet and the accompanying income statement to the extent indicated
        above.

3.9     Changes Since Incorporation.

        Since incorporation, NEC has not (i) issued any capital stock or other
        securities other than the shares of Common Stock being exchanged for
        the Stock Consideration; (ii) made any distribution of or with respect
        to its capital stock or other securities or purchased or redeemed any
        of its securities; (iii) paid any bonus to or increased the rate of
        compensation of any of its officers or salaried employees or amended
        any other terms of employment of such persons; (iv) sold, leased or
        transferred any of its properties or assets other than in the ordinary
        course of business consistent with past practice; (v) made or obligated
        itself to make capital expenditures out of the ordinary course of
        business consistent with past practice; (vi) made any payment in
        respect of its liabilities other than in the ordinary course of
        business consistent with past practice; (vii) incurred any obligations
        or liabilities (including any indebtedness) or entered into any
        transaction or series of transactions involving in excess of $5,000 in
        the aggregate out of the ordinary course of business, except for this
        Agreement and the transactions contemplated hereby; (viii) suffered any
        theft, damage, destruction or casualty loss, not covered by insurance
        and for which a timely claim was filed, in excess of $5,000 in the
        aggregate; (ix) suffered any extraordinary losses (whether or not
        covered by insurance); (x) waived, canceled, compromised or released
        any rights having a value in excess of $5,000 in the aggregate; (xi)
        made or adopted any change in its accounting practice or policies;
        (xii) made any adjustment to its books and records other than in
        respect of the conduct of its business activities in the ordinary
        course consistent with past practice; (xiii) entered into any
        transaction with any Affiliate other than inter-company transactions in
        the ordinary course of business consistent with past practice; (xiv)
        entered into any employment agreement; (xv) terminated, amended or
        modified in any material respect any agreement involving an amount in
        excess of $10,000; (xvi) imposed any security interest or other Lien on
        any of its assets other than in the ordinary course of business
        consistent with past practice; (xvii) delayed paying any accounts
        payable which are due and payable except to the extent being contested
        in good faith; (xviii) made or pledged any charitable contribution in
        excess of $5,000; (xix) entered into any other transaction or, been
        subject to any event which has or may have a Material Adverse Effect on
        NEC; or (xx) agreed to do or authorized any of the foregoing.

3.10    Liabilities.

        NEC does not have any liabilities or obligations, whether accrued,
        absolute, contingent or otherwise, except (a) to the extent reflected
        or taken into account in the Current Balance Sheet and not heretofore
        paid or discharged which includes among other things salary accruals
        for Hester and Dan Ference from the date of signing the original Term
        Sheet, (b) liabilities incurred in the ordinary course of business
        consistent with past practice since the date of the Current Balance
        Sheet (none of which relates to breach of contract, breach of warranty,
        tort, infringement or violation of law, or which arose out of any
        action, suit, claim, governmental investigation or arbitration
        proceeding), (c) normal accruals, reclassifications, and audit
        adjustments which would be reflected on an audited financial statement
        and which would not be material in the aggregate, and (d) liabilities
        incurred in the ordinary course of business prior to the date of the
        Current Balance Sheet which, in accordance with GAAP consistently
        applied, were not recorded thereon.

3.11    Litigation.

        There is no action, suit, arbitration or other legal or administrative
        proceeding or governmental investigation pending, or to the knowledge
        of NEC, Hester or the Shareholders threatened, anticipated or
        contemplated against, by or affecting NEC, or any of its properties or
        assets, or Hester or the Shareholders, or which questions the validity
        or enforceability of this Agreement or the transactions contemplated
        hereby, and, to the knowledge of NEC, Hester and the Shareholders,
        there is no basis for any of the foregoing. There are no outstanding
        orders, decrees or stipulations issued by any Governmental Authority in
        any proceeding to which NEC is or was a party which have not been
        complied with in full or which continue to impose any material
        obligations on NEC.

3.12    Environmental Matters.

        NEC is and has at all times been in full compliance in all material
        respects with all applicable environmental laws.

3.13    Real Property.

        (a)     Ownership of Real Property. NEC does not own any real estate.

        (b)     Leased Real Property. NEC does not have any Leased Real
                Property at the time of the Merger Document Execution Date.

3.14    Good Title to and Condition of Assets.

        NEC has good and marketable title to all of its assets, free and clear
        of any Liens or restrictions on use.

3.15    Compliance with Laws.

        (a)     The business of NEC is and has been operated in compliance in
                all material respects with all applicable laws and regulations.

        (b)     NEC is not subject to any Contract, decree or injunction in
                which NEC is a party that restricts the continued operation of
                any business of NEC or the expansion thereof to other
                geographical areas, customers and suppliers or lines of
                business. NEC has conducted its business in the ordinary course
                since its incorporation and has not engaged in any conduct nor
                become responsible for any obligations since that date that
                would materially increase any reserves for contingent liability
                that NEC must maintain.

3.16    Labor, Employment and Independent Contracting Matters.

        NEC is not a party to or bound by any collective bargaining agreement
        or any other agreement with a labor union.  Neither NEC, Hester nor the
        Shareholders are aware that any executive or key employee or group of
        employees has any plans to terminate his, her or their employment or
        independent contracting relationship with NEC as a result of the Merger
        or otherwise. NEC has complied in all material respects with applicable
        laws, rules and regulations relating to employment, civil rights and
        equal employment opportunities, including but not limited to, the Civil
        Rights Act of 1964, the Fair Labor Standards Act, and the Americans
        with Disabilities Act, as amended.

3.17    Employee Benefit Plans.

        NEC has no Employee Benefit Plans.

3.18    Tax Matters.

        All Tax Returns required to be filed prior to the date hereof with
        respect to NEC or any of its income, properties, franchises or
        operations have been timely filed, each such Tax Return has been
        prepared in compliance in all material respects with all applicable
        laws and regulations, and all such Tax Returns are true and accurate in
        all material respects.  All Taxes due and payable by or with respect to
        NEC have been paid, and all Taxes which have been incurred by NEC but
        which are not yet due are accrued on the Current Balance Sheet, subject
        to customary year end adjustments and accruals for current year Taxes.
        Without limiting the foregoing: (i) with respect to each taxable period
        of NEC, either such taxable period has been audited by the relevant
        taxing authority or the time for assessing or collecting Taxes with
        respect to each such taxable period has closed and such taxable period
        is not subject to review by any relevant taxing authority; (ii) no
        deficiency or proposed adjustment which has not been settled or
        otherwise resolved for any amount of Taxes has been asserted or
        assessed by any taxing authority against NEC; (iii) NEC has not
        consented to extend the time in which any Taxes may be assessed or
        collected by any taxing authority; (iv) NEC has not requested or been
        granted an extension of the time for filing any Tax Return to a date
        later than the Merger Document Execution Date; (v) there is no action,
        suit, taxing authority proceeding, or audit or claim for refund now in
        progress, pending or, to the knowledge of NEC, threatened against or
        with respect to NEC regarding Taxes; (vi) NEC has not made an election
        or filed a consent under Section 341(f) of the Code (or any
        corresponding provision of state, local or foreign law) on or prior to
        the Merger Closing Date; (vii) there are no Liens for Taxes (other than
        for current Taxes not yet due and payable and delinquent) upon the
        assets of NEC; (viii)  NEC will not be required (A) as result of a
        change in method of accounting for a taxable period ending on or prior
        to the Merger Closing Date, to include any adjustment under Section
        481(c) of the Code (or any corresponding provision of state, local or
        foreign law) in taxable income for any taxable period (or portion
        thereof) beginning after the Merger Closing Date or (B) as a result of
        any "closing agreement", as described in Section 7121 of the Code (or
        any corresponding provision of state, local or foreign law), to include
        any item of income or exclude any item of deduction from any taxable
        period (or portion thereof) beginning after the Merger Closing Date;
        (ix) NEC has not been a member of an affiliated group (as defined in
        Section 1504 of the Code) or filed or been included in a combined,
        consolidated or unitary income Tax Return; (x) NEC is not a party to or
        bound by any tax allocation or tax sharing agreement or has any current
        or potential contractual obligation to indemnify any other Person with
        respect to Taxes; (xi) there are no material additional Taxes owed by
        NEC for any period for which Tax Returns have been filed in excess of
        the amounts shown as due and payable thereon; (xii) NEC has not made
        any payments, and will not become obligated (under any contract entered
        into on or before the Merger Document Execution Date) to make any
        payments, that will be non-deductible under Section 280G of the Code
        (or any corresponding provision of state, local or foreign law); (xiii)
        the Shareholders are not  a "foreign person" within the meaning of
        Section 1445 of the Code; (xiv) no claim has ever been made by a taxing
        authority in a jurisdiction where NEC does not file Tax Returns that
        NEC is or may be subject to Taxes assessed by such jurisdiction; (xv)
        NEC does not have any permanent establishment in any foreign country,
        as defined in the relevant tax treaty between the United States of
        America and such foreign country; (xvi) true, correct and complete
        copies of all income and sales Tax Returns filed by or with respect to
        NEC for the past three years have been furnished or made available to
        DataMEG; (xvii) NEC will not be subject to any Taxes for the period
        ending at the Merger Document Execution Date or for any period for
        which a Tax Return has not been filed and imposed pursuant to Section
        1374 or Section 1375 of the Code (or any corresponding provision of
        state, local or foreign law); (xviii) no State sales or use tax, State
        non-recurring intangibles tax, State documentary stamp tax or other
        State excise tax (or comparable tax imposed by NEC's State of
        incorporation or State where NEC operates) will be payable by any of
        the DataMEG Companies merely by virtue of the transactions contemplated
        in this Agreement; (xix) no interest or penalties relating to Taxes
        arising as a result of activities during periods ending on or before
        Merger Closing Date have been or will be incurred by NEC or its
        successors; and (xx) NEC has withheld all Taxes required to be withheld
        by it in connection with payments to any persons and remitted such
        Taxes to the appropriate governmental authorities on a timely basis in
        accordance with all applicable laws.

3.19    Insurance.

        At time of Merger Closing Date, NEC is not covered by any valid,
        outstanding and enforceable policies of insurance. Neither NEC nor
        Hester have any knowledge of any uninsured claims or losses.  Further
        DataMEG warrants that within a reasonable time period after the Merger
        Closing Date, all Directors and Officers of both DataMEG and NEC will
        be covered by Directors and Officers Insurance

3.20    Licenses and Permits.

        NEC possesses all licenses and required governmental or official
        approvals, permits or authorizations, including but not limited to
        those required by NEC's State of incorporation or any State in which
        NEC conducts business and, to the knowledge of NEC, Hester and the
        Shareholders all other required governmental or official approvals,
        permits or authorizations (collectively the "Licenses") for its
        businesses and operations.  All such Licenses are valid and in full
        force and effect, and NEC is in compliance in all material respects
        with the respective requirements thereof and no proceeding is pending
        or threatened to revoke or amend any of them. Subject to obtaining any
        required governmental consents, none of such Licenses is or will be
        impaired or in any way affected in any material respect by the
        execution and delivery of this Agreement or the consummation of the
        transactions contemplated hereby.

3.21    Intellectual Property.

        NEC has full, unencumbered legal right, title and interest in and to
        all know-how, patents, trade secrets, proprietary computer software,
        data bases and compilations, licenses (including licenses for the use
        of computer software programs and technical specifications), and other
        intellectual property used in the conduct of its business as defined in
        the NEC Business Plan dated as of the Merger Document Execution Date
        and delivered to DataMEG prior to the execution of this Agreement
        (collectively, the projects and products described therein are referred
        to as the "Intellectual Property").  The business of NEC as presently
        conducted, and the unrestricted conduct and the unrestricted use and
        exploitation of the Intellectual Property, does not, to the knowledge
        of NEC and Hester, infringe or misappropriate any rights held or
        asserted by any Person, and, to the knowledge of NEC and Hester, no
        Person is infringing on the Intellectual Property. No payments are
        required for the continued use of the Intellectual Property.  None of
        the Intellectual Property has ever been declared invalid or
        unenforceable, or is the subject of any pending or threatened action
        for opposition, cancellation, declaration, infringement, or invalidity,
        unenforceability or misappropriation or like claim, action or
        proceeding.  DataMEG and NEC agree that until the Final Capitalization
        Date as defined in Section 1.9 is achieved by DataMEG or such
        requirement is waived by the NEC Board of Directors, the NEC
        Intellectual Property will remain in escrow.  NEC does not warrant that
        it has ownership of Trademarks, Copyrights, etc. in so far as they
        relate to the name North Electric Company.

3.22    Contracts.

        At the time of Merger Document Execution Date, NEC is not a party and
        neither it nor its properties and assets are bound by any Contract
        which is material to its business, assets, properties or prospects
        except the various consulting and/or independent contracting agreements
        which have been disclosed to DataMEG prior to the execution of this
        Agreement.

3.23    [Intentionally Omitted]

3.24    Accuracy of Information Furnished by the NEC and Hester.

        No representation, statement or information made or furnished by the
        NEC or Hester to DataMEG or any of DataMEG representatives contained in
        this Agreement and the various Schedules attached hereto contains any
        untrue statement of a material fact or omits any material fact
        necessary to make the information contained herein not misleading. NEC
        and Hester have provided DataMEG with true, accurate and complete
        copies of all documents listed or described in the various Schedules
        attached hereto.

3.25    Investment Intent; Accredited Investor Status: Securities Documents.

        The Shareholders are acquiring the DataMEG Shares hereunder for his own
        account for investment and not with a view to, or for the sale in
        connection with, any distribution of any of the DataMEG Shares, except
        in compliance with applicable state and federal securities laws.  The
        Shareholders have had the opportunity to discuss the transactions
        contemplated hereby with DataMEG and has had the opportunity to obtain
        such information pertaining to the DataMEG Companies as has been
        requested. Each of the Shareholders is an "accredited investor" within
        the meaning of Regulation D, promulgated under the Securities Act, and
        has such knowledge and experience in business or financial matters that
        make him capable of evaluating the merits and risks of an investment in
        the DataMEG Shares.  The Shareholders further represent and warrant
        that they understand that the DataMEG Shares being issued hereunder to
        the Shareholders will not be tradedable, as of the date of the Merger
        Document Execution Date, on any public exchange, and will be deemed
        "restricted" under the Securities Act and that the Shareholders will
        have to bear the consequences of such Shares being illiquid.
        Shareholders understand that, as such, the Shares must be held
        indefinitely unless they are subsequently registered under the Act,
        which is the intent of DataMEG or unless an exemption from the
        registration requirements thereof is available.

3.26    Bank Accounts.

        Schedule 3.26 sets forth all accounts of NEC or funds and securities
        held by Hester pursuant to a consulting agreement between DataMEG and
        Hester with any bank, broker or other depository institution, and the
        names of all persons authorized to withdraw funds from each such
        account, including existing accounts with RBC Centura Bank and
        Prudential Securities.

3.27    Names; Prior Acquisitions.

        At the time of the Merger Document Execution Date and the Merger
        Closing Date, NEC has only conducted business as North Electric
        Company, Inc. NEC has not changed its name or used any assumed or
        fictitious name, or been the surviving entity in a merger, acquired any
        business or changed its principal place of business or chief executive
        office since its incorporation.

3.28    No Commissions.

        Neither NEC nor the Shareholders has incurred any obligation for any
        finder's or broker's or agent's fees or commissions or similar
        compensation in connection with the transactions contemplated hereby.
        If any fees or commissions become due and owing by NEC they will be
        paid by the Shareholders.

3.29    Consents.

        No third party consents are required in order to effectuate the
        transactions contemplated herein, and the consummation of the
        transactions contemplated herein will not contravene or otherwise
        violate any agreement or contract to which NEC and/or the Shareholders
        are a party, or to which they may be bound.

3.30    Risk of Loss.

        The risk of any loss, damage, impairment, confiscation, or condemnation
        of any of the assets from any cause whatsoever shall be borne by NEC at
        all times prior to the Merger Closing Date. In the event of any such
        loss, damage, impairment, confiscation, or condemnation, whether or not
        covered by insurance, NEC shall promptly notify DataMEG of such loss,
        damage, impairment, confiscation, or condemnation, which notice shall
        provide an estimate of the costs to repair, restore or replace such
        assets and shall state whether NEC intends to repair, restore or
        replace such assets.    If NEC, at its expense, repairs, replaces, or
        restores such Acquired Assets to their prior condition before the
        Merger Closing Date, NEC shall be entitled to all insurance proceeds
        and condemnation awards, if any, by reason of such award or loss. If
        NEC  does not or cannot restore or replace lost, damaged, impaired,
        confiscated or condemned assets, DataMEG may at its option:

        (i) terminate this Agreement by notice forthwith without any further
        obligation hereunder if the replacement cost of such assets exceeds
        $100,000 in the aggregate; or

        (ii) if less than $100,000 or if this Agreement is not terminated,
        proceed to the Merger Closing Date without NEC completing the
        restoration and replacement of such assets provided that NEC and the
        Shareholders shall assign all rights under applicable insurance
        policies and condemnation awards, if any, to DataMEG and that the Stock
        Consideration shall be reduced by the repair or replacement costs of
        any asset to the extent not covered by such insurance proceeds or award
        and in such event, NEC shall have no further liability with respect to
        the condition of the assets directly attributable  to the loss, damage,
        impairment, confiscation, or condemnation.


        ARTICLE IV

        CONDUCT OF BUSINESS PENDING THE MERGER

4.1     Conduct of Business by NEC Pending the Merger. NEC and Hester covenant
        and agree that, between the date of this Agreement and the Merger
        Closing Date, the business of NEC shall be conducted only in, and NEC
        shall not take any action except in, the ordinary course of business,
        consistent in all material respects with past practice. NEC shall use
        its best efforts to preserve intact its business organizations, to keep
        available the services of its current officers, employees and
        consultants, and to preserve its present relationships with customers,
        suppliers and other persons with which it has significant business
        relations.  By way of illustration and not limitation, NEC shall not,
        between the date of this Agreement and the Merger Closing Date,
        directly or indirectly, do or propose or agree to do any of the
        following without the prior written consent of DataMEG:

        (a)     amend or otherwise change its articles of incorporation or
                bylaws or equivalent organizational documents;

        (b)     issue, sell, pledge, dispose of, encumber, or, authorize the
                issuance, sale, pledge, disposition, grant or encumbrance of
                (i) any shares of its capital stock of any class, or any
                options, warrants, convertible securities or other rights of
                any kind to acquire any shares of such capital stock, or any
                other ownership interest, of it or (ii) any of its assets,
                tangible or intangible, except in the ordinary course of
                business consistent in all material respects with past
                practice;

        (c)     declare, set aside, make or pay any dividend or other
                distribution, payable in cash, stock, property or otherwise,
                with respect to any of its capital stock;

        (d)     reclassify, combine, split, subdivide or redeem, purchase or
                otherwise acquire, directly or indirectly, any of its capital
                stock;

        (e)     acquire (including, without limitation, for cash or shares of
                stock, by merger, consolidation, or acquisition of stock or
                assets) any interest in any corporation, partnership or other
                business organization or division thereof or any assets, or
                make any investment either by purchase of stock or securities,
                contributions of capital or property transfer, or, except in
                the ordinary course of business, consistent with past practice,
                purchase any property or assets of any other Person; (ii) incur
                any indebtedness for borrowed money or issue any debt
                securities or assume, guarantee or endorse or otherwise as an
                accommodation become responsible for, the obligations of any
                Person, except endorsement of checks payable to NEC in the
                ordinary course of business, or make any loans or advances; or
                (iii) enter into any Contract other than in the ordinary course
                of business, consistent with past practice;

        (f)     increase, without the consent of DataMEG, the compensation
                payable or to become payable to its officers or employees, or,
                except as presently bound to do, grant any severance or
                termination pay to, or enter into any employment or severance
                agreement with, any of its directors, officers or other
                employees, or establish, adopt, enter into or amend or take any
                action to accelerate any rights or benefits with any collective
                bargaining, bonus, profit sharing, trust, compensation, stock
                option, restricted stock, pension, retirement, deferred
                compensation, employment, termination, severance or other plan,
                agreement, trust, fund, policy or arrangement for the benefit
                of any directors, officers or employees;

        (g)     take any action other than in the ordinary course of business
                and in a manner consistent in all material respects with past
                practice with respect to accounting policies or procedures;

        (h)     make any capital investments without the consent of DataMEG;

        (i)     make any distributions to the Shareholder, other than ordinary
                and customary salaries and expense reimbursements;

        (j)     pay, discharge or satisfy, without the consent of DataMEG, any
                existing claims, liabilities or obligations (absolute, accrued,
                asserted or unasserted, contingent or otherwise), other than
                the payment, discharge or satisfaction in the ordinary course
                of business and consistent in all material respects with past
                practice of due and payable liabilities reflected or reserved
                against in its financial statements, as appropriate, or
                liabilities incurred after the date hereof in the ordinary
                course of business and consistent with past practice; or

        (k)     agree, in writing or otherwise, to take or authorize any of the
                foregoing actions or any action which would make any
                representation or warranty in Article III untrue or incorrect
                in any material respect.



        ARTICLE V

        ADDITIONAL AGREEMENTS

5.1     Further Assurances.

        Each party shall execute and deliver such additional customary
        instruments and other documents and shall take such further actions as
        may be reasonably necessary or appropriate to effectuate, carry out and
        comply with all of the terms of this Agreement and the transactions
        contemplated hereby.

5.2     Compliance with Covenants.

        Hester shall cause NEC to comply with all of the respective covenants
        of NEC under this Agreement.

5.3     Cooperation.

        Each of the parties hereto agrees to cooperate with the other in the
        preparation and filing of all forms, notifications, reports and
        information, if any, required or reasonably deemed advisable pursuant
        to any law, rule or regulation in connection with the transactions
        contemplated by this Agreement and to use their respective commercially
        reasonably best efforts to agree jointly on a method to overcome any
        objections by any Governmental Authority to any such transactions.

5.4     Other Actions.

        Each of the parties hereto shall use its commercially reasonable best
        efforts to take, or cause to be taken, all appropriate actions, and to
        do, or cause to be done, all things reasonably necessary, proper or
        advisable under applicable laws and regulations to consummate and make
        effective the transactions contemplated herein, including, without
        limitation, using its commercially reasonable best efforts to obtain
        all licenses, permits, consents, approvals, authorizations,
        qualifications and orders of any Governmental Authority and parties to
        Contracts with NEC as are necessary for the consummation of the
        transactions contemplated hereby. Each of parties shall make on a
        prompt and timely basis all governmental or regulatory notifications
        and filings required to be made by it for the consummation of the
        transactions contemplated hereby. The parties also agree to use
        commercially reasonable best efforts to defend all lawsuits or other
        legal proceedings challenging this Agreement or the consummation of the
        transactions contemplated hereby and to lift or rescind any injunction
        or restraining order or other order adversely affecting the ability of
        the parties to consummate the transactions contemplated hereby.

5.5     Access to Information.

        From the date hereof to the Merger Closing Date, NEC shall (and shall
        cause its directors, officers, employees, auditors, counsel and agents
        to) afford DataMEG and DataMEG's officers, employees, auditors, counsel
        and agents reasonable access at all reasonable times to its properties,
        offices, and other facilities, to its officers and employees and to all
        books and records, and shall furnish such persons with all financial,
        operating and other data and information as may be requested.  No
        information provided to or obtained by DataMEG shall affect any
        representation or warranty contained in this Agreement.

5.6     Notification of Certain Matters.

        NEC and the Shareholders shall give prompt notice to DataMEG of the
        occurrence or non-occurrence of any event which would likely cause any
        representation or warranty contained herein to be untrue or inaccurate,
        or any covenant, condition, or agreement contained herein not to be
        complied with or satisfied.

5.7     Confidentiality; Publicity.

        Except as may be required by law or as otherwise permitted or expressly
        contemplated herein, no party hereto or their respective Affiliates,
        employees, agents and representatives shall disclose to any third party
        this Agreement or the subject matter or terms hereof without the prior
        consent of the other parties hereto. No press release or other public
        announcement related to this Agreement or the transactions contemplated
        hereby shall be issued by any party hereto without the prior approval
        of the other parties, except that DataMEG may make such public
        disclosure which it believes in good faith to be required by law or by
        the terms of any listing agreement with or requirements of the
        Securities and Exchange Commission or a securities exchange (in which
        case DataMEG will consult with an officer of NEC prior to making such
        disclosure).

5.8     No Other Discussions.

        Until this Agreement is terminated in accordance with its provisions,
        NECand their respective Affiliates, employees, agents and
        representatives will not (i) initiate, encourage the initiation by
        others of discussions or negotiations with third parties or respond to
        solicitations by third persons relating to any merger, sale or other
        disposition of any substantial part of the assets, business or
        properties of NEC (whether by merger, consolidation, sale of stock or
        otherwise) or (ii) enter into any agreement or commitment (whether or
        not binding) with respect to any of the foregoing transactions. Until
        this Agreement is terminated in accordance with its provisions, NEC
        will immediately notify DataMEG if any third party attempts to initiate
        any solicitation, discussion or negotiation with respect to any of the
        foregoing transactions.

5.9     Resale Restrictions on DataMEG Common Stock.

        The shares of DataMEG Common Stock to be issued pursuant to this
        Agreement will be restricted securities (until such time as the SB2
        Registration Statement to be filed by DataMEG in accordance Section 1.6
        is declared effective by the Securities and Exchange Commission) which
        may not be sold, transferred or otherwise disposed of except pursuant
        to an effective registration statement of DataMEG filed under the
        Securities Act of 1933, as amended (the "Securities Act"), or in
        accordance with an opinion of counsel in form and substance reasonably
        satisfactory to DataMEG that an exemption from such registration is
        available

5.10    Certain Tax Matters.

        The parties agree that after the Merger Closing Date, DataMEG shall
        prepare, or cause to be prepared, and file, or cause to be filed, in
        accordance with applicable laws and regulations, all Tax Returns
        (including any necessary amendments to previously filed Tax Returns)
        for NEC for any period ending on or before the Merger Closing Date
        which have not, as of the Merger Closing Date, been filed by or on
        behalf of NEC.  DataMEG shall provide such Tax Returns to NEC and its
        accountants for review at least fifteen (15) days prior to their due
        date (including extensions where applicable). After the Merger Closing
        Date, NEC shall provide DataMEG with such information and records and
        access to such of its former officers, directors and agents as may be
        reasonably requested by DataMEG in connection with the preparation of
        any tax return or any audit or other proceeding relating to NEC.  NEC
        agrees to advise DataMEG as to the name and address of their
        accountants so that such Tax Returns may be provided.

5.11    Shareholders Vote.

        Hester, in executing this Agreement, on behalf of himself and the
        Shareholders, consents as Shareholders of NEC to the Merger and the
        transactions contemplated hereby, and waives notice of any meeting in
        connection therewith, and hereby release and waives all rights with
        respect to the transactions contemplated hereby under the articles of
        incorporation of NEC and any agreements between any Shareholders and
        NEC relating to the sale, purchase or voting of any capital stock of
        NEC.  At the Merger Closing Date, except as provided in this Agreement,
        the Shareholders and NEC agree that any and all agreements relating to
        the sale, purchase or voting of capital stock of NEC shall be
        terminated.

5.12    NEC Common Stock; Stock Powers.

        At the Merger Document Execution Date, the Shareholders covenant and
        agree to deliver to James G. Dodrill II, PA all certificates evidencing
        shares of capital stock of NEC held by him, together with stock powers
        duly executed.

5.13    Agreement not to recruit or solicit.

        As a condition to Closing, and in consideration of the purchase and/or
        exchange of all of the Shareholder's stock in NEC and the delivery of
        Confidential Information to the Shareholder, the Shareholders hereby
        agree that, during the term of their employment with the Surviving
        Corporation or DataMEG and for a period of two years thereafter,
        Shareholders will not (except in the course of the Shareholders
        performing authorized duties as employees to DataMEG or the Surviving
        Corporation, pursuant to the parties' Employment Agreement):

        (a) directly or indirectly solicit or attempt to solicit any customer
        or potential customer of DataMEG, Surviving Corporation or affiliates
        to purchase goods or services that are competitive with or an outgrowth
        of those offered by DataMEG, Surviving Corporation or affiliates
        thereof from any person or entity; or

        (b) recruit or solicit for employment any person who is, or within the
        twelve (12) month period preceding the date of such activity was, an
        employee, agent or consultant of DataMEG, Surviving Corporation or
        affiliates.

5.14    Confidential Information.

        NEC, and the Shareholders acknowledge that the Confidential Information
        and the Trade Secrets, defined by State law, owned or possessed by NEC,
        obtained or possessed by them concerning NEC will be the property of
        DataMEG from and after the Final Capitalization Date unless the NEC
        Board of Directors agrees in writing to transfer such ownership
        earlier.  Therefore, NEC agrees that it will not and the Shareholders
        agree that for the term of their employment with either the Surviving
        Corporation or DataMEG and for a period of two (2) years thereafter
        they will not:  (i) disclose to any person, other than their respective
        lawyers and accountants, either directly or indirectly, any
        Confidential Information, unless and solely to the extent that such
        Confidential Information is required to be disclosed by law or pursuant
        to a final judicial order or decree; (ii) use for their own account or
        use, cause, facilitate or allow any third party to use Confidential
        Information in any way; or (iii) remove any Confidential Information or
        any copy, summary or compilation of any kind of any Confidential
        Information from NEC's or the Surviving Corporation's premises.

        This Section 5.14 does not apply to such portions of the Confidential
        Information which (i) are or become generally available to the public
        (other than as a result of a disclosure by Hester or the Shareholders
        or Hester's or the Shareholders' representatives), (ii) were available
        to Hester or the Shareholders on a non-confidential basis prior to
        their disclosure to Hester or the respective Shareholder by DataMEG,
        NEC or the Surviving Corporation from a source other than DataMEG, NEC
        or the Surviving Corporation or one of their representatives which is
        entitled to disclose it or (iii) become available to Hester or the
        Shareholders on a non-confidential basis from a source other than
        DataMEG, NEC or the Surviving Corporation or their respective
        representatives, provided that such source is not known by Hester or
        the Shareholders or Hester's or the Shareholders' representatives to be
        bound by a confidentiality agreement with DataMEG, NEC or the Surviving
        Corporation or otherwise prohibited from transmitting the information
        to Hester by a contractual, fiduciary or other legal obligation.

        In the event that Hester or any Shareholder or anyone to whom Hester or
        such Shareholder supplies the Confidential Information becomes legally
        compelled to disclose any of the Information, Hester or such
        Shareholder will provide DataMEG with prompt written notice of such
        event so that DataMEG and/or NEC and/or the Surviving Corporation may
        seek a protective order or other appropriate remedy.  In the event that
        such protective order or other remedy is not obtained, Hester and the
        Shareholders agree to furnish only that portion of the Confidential
        Information which, in the opinion of counsel, Hester or the Shareholder
        is legally compelled to disclose and upon the DataMEG's request will
        exercise Hester's and the Shareholders' best efforts to obtain reliable
        assurance that confidential treatment will be accorded the Information.

        Hester and the Shareholders acknowledge and agree that in the event of
        any breach of this Section, DataMEG and the Surviving Corporation would
        be irreparably and immediately harmed and could not be made whole by
        monetary damages.  It is accordingly agreed that the DataMEG and the
        Surviving Corporation, in addition to any other remedy to which either
        may be entitled at law or in equity, shall be entitled to an injunction
        or injunctions to prevent breaches of the provisions of this Section
        and/or to compel specific performance of this Section.

5.15    Equitable Relief.

        NEC, Hester and the Shareholders recognize and acknowledge that any
        violation of Sections 5.13 and 5.14 by NEC, Hester or a Shareholder
        will cause DataMEG to suffer immediate and irreparable harm, not
        compensable immediately in damages, and therefore DataMEG must be
        entitled to institute and prosecute proceedings in any court of
        competent jurisdiction, including temporary and permanent injunctive
        relief, to enjoin NEC, Hester or the Shareholder from breaching the
        provisions of Sections 5.13 and 5.14. In such action, DataMEG will not
        be required to plead or prove irreparable harm or lack of an adequate
        remedy at law.

5.16    Delivery of Documents.

        NEC has specifically requested that it be permitted to, and hereby
        agrees to accept any and all documents called for delivery under this
        Agreement or any of the ancillary documents to this transaction on
        behalf of itself and the Shareholders.  To the extent that any
        Shareholder requests to receive or review this Agreement or any of the
        ancillary documents to this transaction, NEC agrees to promptly provide
        such documents to the Shareholder.  Hester, on behalf of himself and
        the Shareholders consents to such arrangement and waives delivery of
        any of the various certificates, documents or other items to himself or
        the other Shareholders.

        ARTICLE VI

        CONDITIONS TO THE OBLIGATIONS OF THE DataMEG COMPANIES

        The obligations of the DataMEG Companies to effect the Merger shall be
        subject to the fulfillment at or prior to the Merger Closing Date of
        the following conditions, any or all of which may be waived in whole or
        in part by the DataMEG Companies:

6.1     Accuracy of Representations and Warranties and Compliance with
Obligations.

        The representations and warranties of the Shareholders and NEC
        contained in this Agreement shall be true and correct in all material
        respects at and as of the Merger Closing Date with the same force and
        effect as though made at and as of that time.  The Shareholders and NEC
        shall have performed and complied with in all material respects all of
        their respective obligations required by this Agreement to be performed
        or complied with at or prior to the Merger Closing Date. NEC and Hester
        shall have delivered to the DataMEG Companies a certificate, dated as
        of the Merger Closing Date, duly signed by Hester and NEC (in the case
        of NEC, by its President), certifying that such representations and
        warranties are true and correct and that all such obligations have been
        complied with and performed.

6.2     No Material Adverse Change or Destruction of Property.

        Between the date hereof and the Merger Closing Date, (i) there shall
        have been no Material Adverse Change to NEC, (ii) there shall have been
        no adverse federal, state or local legislative or regulatory change
        affecting in any material respect the services, products or business of
        NEC, and (iii) none of the properties and assets of NEC shall have been
        damaged by fire, flood, casualty, act of God or the public enemy or
        other cause (regardless of insurance coverage for such damage) which
        damages may have a Material Adverse Effect on NEC, and there shall have
        been delivered to the DataMEG Companies a certificate to that effect,
        dated the Merger Closing Date and signed by or on behalf of NEC.

6.3     Consents.

        Each of NEC and DataMEG shall have received consents to the
        transactions contemplated hereby and waivers of rights to terminate or
        modify any material rights or obligations of NEC from any Person from
        whom such consent or waiver is required under any Contract, Permit or
        instrument on or prior to the Merger Closing Date, or who, as a result
        of the transactions contemplated hereby, would have such rights to
        terminate or modify such Contract, Permits or instruments, either by
        the terms thereof or as a matter of law.

6.4     Securities Laws.

        DataMEG shall have received all necessary consents and otherwise
        complied with any state or federal securities laws applicable to the
        issuance of the DataMEG Shares, in connection with the transactions
        contemplated hereby.

6.5     Capital Stock of NEC.

        At the Merger Document Execution Date, the Shareholders shall have
        delivered to James G. Dodrill II, PA all certificates evidencing the
        shares of capital stock of NEC issued and outstanding.

6.6     No Adverse Litigation.

        There shall not be pending or threatened any action or proceeding by or
        before any court or other governmental body which shall seek to
        restrain, prohibit, invalidate or collect damages arising out of the
        Merger or any other transaction contemplated hereby, and which, in the
        reasonable judgment of DataMEG, makes it inadvisable to proceed with
        the Merger and other transactions contemplated hereby.

6.7     Employment Agreement.

        At the Merger Closing Date, the Shareholders shall have entered into an
        Employment Agreement with the Surviving Corporation.

6.8     Updated Financial Statements.

        Within 45 days of Merger Closing Date, NEC shall have delivered to
        DataMEG audited financial statements of NEC for the period ended on the
        Merger Closing Date and a representation that these financial
        statements fairly present in all material respects the financial
        position of NEC as of such date and the results of operations for the
        period covered thereby, and have been prepared in accordance with GAAP
        consistently applied throughout the periods indicated except for (i)
        normal year-end audit adjustments (which will not be material,
        individually or in the aggregate) and (ii) footnotes.)

        ARTICLE VII

        CONDITIONS TO THE OBLIGATIONS OF NEC AND THE SHAREHOLDERS

        The obligations of each of NEC and the Shareholders to effect the
        Merger shall be subject to the fulfillment at or prior to the Merger
        Closing Date of the following conditions, any or all of which may be
        waived in whole or in part by each of NEC and the Shareholders:

7.1     Accuracy of Representations and Warranties and Compliance with
Obligations.

        The representations and warranties of the DataMEG Companies contained
        in this Agreement shall be true and correct in all material respects at
        and as of the Merger Closing Date with the same force and effect as
        though made at and as of that time.  Each of the DataMEG Companies
        shall have performed and complied with all of its obligations required
        by this Agreement to be performed or complied with at or prior to the
        Merger Closing Date. Each of the DataMEG Companies shall have delivered
        to NEC a certificate, dated as of the Merger Closing Date, and signed
        by an executive officer, certifying that such representations and
        warranties are true and correct in all material respects and that all
        such obligations have been complied with and performed.

7.2     DataMEG Shares.

        At the Merger Document Execution Date, DataMEG shall have issued all of
        the DataMEG Shares and shall have delivered to James G. Dodrill II, PA
        certificates representing the DataMEG Shares that constitute the Stock
        Consideration pursuant to Section 1.4.

7.3     No Order or Injunction.

        No court of competent jurisdiction or other governmental body shall
        have issued or entered any order or injunction restraining or
        prohibiting the transactions contemplated hereby, which remains in
        effect at the time of Closing and no litigation, claim or proceeding
        shall be pending or threatened which seeks to restrain, prohibit or
        invalidate the Merger.

        ARTICLE VIII

        REGISTRATION MATTERS

8.1     Disposition of Shares.

        In addition to the restrictions set forth in Section 5.9, the
        Shareholders represent and warrant that the shares of DataMEG Common
        Stock being acquired by them hereunder are being acquired and will be
        acquired for their own respective account and will not be sold or
        otherwise disposed of, except pursuant to (a) an exemption from the
        registration requirements under the Securities Act, which does not
        require the filing by DataMEG with the SEC of any registration
        statement, offering circular or other document, in which case, the
        Shareholders shall first supply to DataMEG an opinion of counsel (which
        counsel and opinions shall be reasonably satisfactory to DataMEG) that
        such exemption is available, or (b) an effective registration statement
        filed by DataMEG with the SEC under the Securities Act.

8.2     Legend.

        The certificates representing the DataMEG Shares shall bear the
        following legend:

        THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED
        OR OTHERWISE DISPOSED OF BY THE HOLDER EXCEPT PURSUANT TO AN EFFECTIVE
        REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED, AND IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS OF ANY STATE
        WITH RESPECT THERETO, OR IN ACCORDANCE WITH AN OPINION OF COUNSEL IN
        FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER THAT AN
        EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

8.3     Registration Rights and Lockup Agreement.

        The parties have contemporaneously with the execution of this Agreement
        entered into a registration rights agreement ("Registration Rights
        Agreement"), in the form attached hereto as Exhibit F, providing that
        the shares to be issued by DataMEG pursuant to this Agreement will be
        registered by DataMEG on its next filed registration statement
        ("Registration Statement") as referenced in Section 1.6.  Additionally,
        and in connection therewith, the Shareholders have entered into a
        lockup agreement ("Lockup Agreement"), in the form attached hereto as
        Exhibit G, with DataMEG (such restricted shares shall be referred to as
        the "Locked-Up Shares").

        ARTICLE IX

        INDEMNIFICATION

9.1     Agreement to Indemnify DataMEG.

        NEC and the Shareholders, jointly and severally, agree to indemnify and
        hold DataMEG harmless from and against the aggregate of all expenses,
        losses, costs, deficiencies, liabilities and damages (including,
        without limitation, related reasonable counsel and paralegal fees and
        expenses) incurred or suffered by DataMEG arising out of or pursuant to
        or resulting from (i) any breach of a representation or warranty made
        by NEC or the Shareholders in this Agreement, (ii) any breach of the
        covenants or agreements made by NEC or the Shareholders in this
        Agreement, (iii) any inaccuracy in any certificate delivered by NEC or
        the Shareholders pursuant to this Agreement, (iv) any tax liability of
        NEC or Shareholders relating to any period occurring on or prior to the
        Merger Closing Date, (v) any regulating and licensing obligations
        arising on or prior to the Merger Closing Date, or (vi) any liability
        directly arising from NEC's or any Shareholder's actions or inactions
        (collectively, "Indemnifiable Damages").  Without limiting the
        generality of the foregoing, with respect to the measurement of
        Indemnifiable Damages, DataMEG shall have the right to be put in the
        same pre-tax consolidated financial position as it would have been in
        had each of the representations and warranties of the Shareholders
        hereunder been true and correct and had the covenants and agreements of
        NEC and the Shareholders hereunder been performed in full.

9.2     Agreement to Indemnify NEC and Shareholder.

        DataMEG agrees to indemnify and hold NEC and Shareholders harmless from
        and against the aggregate of all expenses, losses, costs, deficiencies,
        liabilities and damages (including, without limitation, related
        reasonable counsel and paralegal fees and expenses) incurred or
        suffered by NEC or Shareholders arising out of or pursuant to or
        resulting from (i) any breach of a representation or warranty made by
        DataMEG in this Agreement, (ii) any breach of the covenants or
        agreements made by DataMEG in this Agreement, (iii) any inaccuracy in
        any certificate delivered by DataMEG pursuant to this Agreement, (iv)
        any tax liability of DataMEG relating to any period occurring on or
        prior to the Merger Closing Date, or (v) any regulating and licensing
        obligations arising on or prior to the Merger Closing date,
        (collectively, "Indemnifiable Damages").  Without limiting the
        generality of the foregoing, with respect to the measurement of
        Indemnifiable Damages, NEC and Shareholders shall have the right to be
        put in the same pre-tax consolidated financial position as they would
        have been in had each of the representations and warranties of the
        Shareholders hereunder been true and correct and had the covenants and
        agreements of NEC and the Shareholders hereunder been performed in
        full. Additionally, and subject to section 9.1, DataMEG specifically
        agrees to indemnify Shareholders from any liabilities incurred by
        DataMEG prior to such time as Hester becomes co-chairman of DataMEG.

9.3     Survival of Representations and Warranties.

        Each of the representations and warranties made by the Shareholders or
        DataMEG in this Agreement or pursuant hereto shall survive for a period
        of twelve months after the Merger Closing Date.  Notwithstanding any
        knowledge of facts determined or determinable by any party by
        investigation, each party shall have the right to fully rely on the
        representations, warranties, covenants and agreements of the other
        parties contained in this Agreement or in any certificate delivered at
        the Merger Document Execution Date pursuant to this Agreement. Each
        representation, warranty, covenant and agreement of the parties
        contained in this Agreement is independent of each other
        representation, warranty, covenant and agreement.

9.4     Indemnification Obligation

        DataMEG, NEC and the Shareholders shall each give written notice to the
        others of any claim for Indemnifiable Damages or any other damages
        hereunder, which notice shall set forth (i) the amount of Indemnifiable
        Damages or other loss, damage, cost or expense which DataMEG claims to
        have sustained by reason thereof, and (ii) the basis of such claim.
        The parties agree that, in the event a claim is contested and not
        resolved within fifteen (15) days of such contest, they shall attempt
        to resolve the claim through non-binding mediation (for a period not to
        exceed 60 days) at a mutually convenient time and place before a
        certified and court-appointed mediator mutually agreed upon by the
        parties.

9.5     No Bar; Waiver.

        DataMEG, NEC and the Shareholders may each take any action or exercise
        any remedy available to it by appropriate legal proceedings to collect
        the Indemnifiable Damages.  The Shareholders hereby waives any rights
        to contribution or any similar rights they may have against NEC as of a
        result of their agreement to indemnify DataMEG under this Article IX.

9.6     Remedies Cumulative.

        The remedies provided herein shall be cumulative and shall not preclude
        any party from asserting any other right, or seeking any other remedies
        against the other parties.

9.7     Defense of Third Party Claims.

        With respect to each third party claim for which DataMEG, NEC or the
        Shareholders seeks indemnification under this Article (a "Third Party
        Claim"), such party shall give prompt notice to the other parties of
        the Third Party Claim, provided that failure to give such notice
        promptly shall not relieve or limit the obligations of the other party
        under this Section 9.7 unless the other party has been materially
        prejudiced thereby (and such failure to notify the other party will not
        relieve him from any other liability he may have to notifying party).
        If the remedy sought in the Third Party Claim is solely money damages
        or if the notifying party otherwise permits, then the other party, at
        his sole cost and expense, may, upon notice to notifying party within
        fifteen (15) days after they receive notice of the Third Party Claim,
        assume the defense of the Third Party Claim.  If the other party
        assumes the defense of a Third Party Claim, then they shall select
        counsel reasonably satisfactory to the notifying party to conduct the
        defense.  The other party shall not consent to a settlement of, or the
        entry of any judgment arising from, any Third Party Claim, unless (i)
        the settlement or judgment is solely for money damages and the other
        party admits in writing his liability to hold the notifying party
        harmless from and against any losses, damages, expenses and liabilities
        arising out of such settlement or judgment or (ii) the notifying party
        consents thereto, which consent shall not be unreasonably withheld.
        The other party shall provide the notifying party with fifteen (15)
        days prior notice before he consents to a settlement of, or the entry
        of a judgment arising from, any Third Party Claim.  The notifying party
        shall be entitled to participate at their own expense in the defense of
        any Third Party Claim, the defense of which is assumed by the other
        party with their own counsel and their own expense.  With respect to
        Third Party Claims in which the remedy sought is not solely money
        damages and the notifying party does not permit the other party to
        assume the defense, the other party shall, upon notice to the notifying
        party within fifteen (15) days after the other party receives notice of
        the Third Party Claim, be entitled to participate in the defense with
        their own counsel at their own expense.  The notifying party shall not
        consent to a settlement of, or the entry of any judgment arising from,
        any Third Party Claim unless the indemnifying party consents thereto,
        which consent shall not be unreasonably withheld.  The parties shall
        cooperate in the defense of any Third Party Claim and the relevant
        records of each party shall be made available on a timely basis.

        ARTICLE X

        DEFINITIONS

10.1    Defined Terms.

        As used herein, the following terms shall have the following meanings:

        "Affiliate" shall have the meaning ascribed to it in Rule 12b-2 of the
        General Rules and Regulations under the Exchange Act, as in effect on
        the date hereof and shall generally mean, with respect to any person,
        any other person controlling, controlled by or under common control
        with such person.  For purposes of this definition and this Agreement,
        the term "control" (and correlative terms) means the power, whether by
        contract, equity ownership or otherwise, to direct the policies or
        management of a person.

        "Applicable Laws" means all laws, statutes, rules, regulations,
        ordinances, judgments, orders, decrees, injunctions, and writs of any
        Governmental Entity (the "Laws"), including the Laws of the State of
        incorporation of the parties, having jurisdiction over the Acquired
        Assets or the Business, as may be in effect on or prior to the Merger
        Closing Date.

        "Business Day" means any other day than (i) a Saturday or Sunday or
        (ii) a day on which commercial banks in State are authorized or
        required to be closed.

        "Code" shall mean the United States Internal Revenue Code, as amended.
        All references to the Code, U.S. Treasury regulations or other
        governmental pronouncements shall be deemed to include references to
        any applicable successor regulations or amending pronouncement.

        "Confidential Information" means, with respect to any person, all
        confidential information and trade secrets of such person, including
        the identity, list or descriptions of any customers, referral sources
        or organizations, financial statements and records, cost reports or
        other financial information, contract proposals or business plans,
        structures and training operations, methods and manuals, personnel
        records, fee or price structures, policies or procedures and any all
        information regarding the Intellectual Property.

        "Consents" means all governmental consents and approvals, and all
        consents and approvals of third parties, in each case that are
        necessary in order to transfer record and beneficial ownership in the
        Acquired Assets to Buyer and otherwise to consummate the transactions
        contemplated hereby.

        "Employment Agreement" means the Employment Agreement between DataMEG
        and each of the Shareholders

        "Contracts" means all agreements, contracts, employment agreement,
        lease, license, loan agreement, note, purchase and sales order,
        commitment, undertaking, obligation or other binding commitments or
        arrangements, written or oral, express or implied, (including any
        amendments and other modifications thereto), to which NEC is a party or
        is otherwise bound.

        "Debt", without duplication, means (a) all indebtedness (including the
        principal amount thereof or, if applicable, the accreted amount thereof
        and the amount of accrued and unpaid interest thereon) of NEC, whether
        or not represented by bonds, debentures, notes or other securities, for
        the repayment of money borrowed, including existing bank and/or other
        loans, (b) all deferred indebtedness of NEC for the payment of the
        Consideration of property or assets purchased, (c) all obligations of
        NEC to pay rent or other payment amounts under a lease or a liability
        on the face of a balance sheet prepared in accordance with GAAP, (d)
        any outstanding reimbursement obligation of NEC with respect to letters
        of credit, bankers' acceptances or similar facilities issued for the
        account of NEC, (e) all indebtedness for borrowed money secured thereby
        shall have been assumed, (f) all guaranties, endorsements, assumptions
        and other contingent obligations of NEC in respect of, or to purchase
        or to otherwise acquire, indebtedness for borrowed money of others, and
        (g) all premiums, penalties and change of control payments required to
        be paid or offered in respect of any of the foregoing as a result of
        the consummation of the transactions contemplated by this Agreement
        regardless if any of such are actually paid.

        "Employee Benefit Plans" means any (i) "employee benefit plan" within
        the meaning of Section 3(3) of ERISA, (ii) employment agreement, and
        (iii) bonus, deferred compensation, incentive compensation, stock
        ownership, stock purchase, stock option, phantom stock, vacation,
        severance, disability, death benefit, hospitalization or insurance
        plan, program or arrangement, which is sponsored, maintained or
        contributed to, or has been sponsored, maintained or contributed to, by
        NEC or any member of NEC's ERISA Group for the benefit of NEC's
        employees or former employees.

        "Environmental Laws" means all Applicable Laws and rules of common law
        pertaining to the environment, natural resources, and public or
        employee health and safety including the Comprehensive Environmental
        Response Compensation and Liability Act (42 U.S.C. Sec. et seq.)
        ("CERCLA"), the Emergency Planning and Community Right to Know Act and
        the Superfund Amendments and Reauthorization Act of 1986, the Resource
        Conservation and Recovery Act, the Hazardous and Solid Waste Amendments
        Act of 1984, the Clean Air Act, the Clean Water Act, the Toxic
        Substances Control Act, the Safe Drinking Water Act, the Occupational
        Safety and Health Act of 1970, the Oil Pollution Act of 1990, the
        Hazardous Materials Transportation Act, and any similar or analogous
        statutes, regulations and decisional law of any Governmental Entity, as
        each of the foregoing may be amended and in effect on or prior to the
        Merger Closing Date.

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

        "ERISA Group" means any corporation, trade, business, or entity under
        common control within the meaning of Section 414(b), (c), (m), or (o)
        of the Code.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended

        "Final Capitalization Date" means the consummation of the transactions
        contemplated by this Agreement as defined in Section 1.9(a).

        "GAAP" means generally accepted accounting principles in the in effect
        in the United States of America from time to time.

        "Governmental Authority" means any governmental department, commission,
        board, bureau, agency, court of other instrumentality of the United
        States or any state, county, parish, or municipality, jurisdiction, or
        other political subdivision thereof.

        "Intellectual Property" means all trademarks, know-how, copyrights,
        copyright registrations and applications for registration, patents and
        all other intellectual property rights (including internet domain
        names), whether registered or not, licensed to or owned relating to the
        Business or the Acquired Assets, including all tradenames and the
        goodwill related to the foregoing as well as the projects defined in
        the business plan submitted by NEC to DataMEG prior to the execution of
        this Agreement defining the intellectual property to be held in escrow
        from the Merger Document Execution Date until the Final Capitalization
        Date.

        "Know-how" means all plans, ideas, concepts and data, research records,
        all promotional literature, customer and supplier lists and similar
        data and information and all other confidential or proprietary
        technical and business information.

        "Knowledge" means, with respect to a specified party hereto, the actual
        knowledge of such party (including, but not limited to, the actual
        knowledge of, with respect to NEC, Hester, and with respect to Buyer,
        its officers, directors, and employees), together with such additional
        knowledge as would be acquired by a reasonable person upon conducting
        reasonable and diligent inquiry concerning the subject matter in
        question.

        "Leased Real Property" means all of NEC's leasehold interests,
        easements, licenses, rights to access and rights-of-way that are used
        or held for use in the Business.

        "Licenses" means all permits, registrations, licenses, authorizations
        and the like issued or required to be issued by any Governmental Entity
        to NEC relating to business or operations of NEC.

        "Liens" means any mortgage, pledge, security interest, encumbrance,
        lien or charge of any kind whatsoever (including, but not limited to,
        any conditional sale or other title retention agreement, any lease in
        the nature thereof, and the filing of or agreement to give any
        financing statement under the Uniform Commercial Code or comparable law
        or any jurisdiction in connection with such mortgage, pledge, security
        interest, encumbrance, lien or charge).

        "Material Adverse Effect" (or Effect) means a change (or effect), in
        the condition (financial or otherwise), properties, assets,
        liabilities, rights, obligations, operations, business or prospects
        which change (or effect) individually or in the aggregate, is
        materially adverse.

        "Merger Closing Date" shall mean the first date on which both of the
        following conditions have been met:  (a) the Securities and Exchange
        Commission declares effective the SB2 Registration Statement
        registering the Stock Consideration and (b) DataMEG shall have funding
        available in the amount of two million five hundred thousand dollars
        ($2,500,000) as required under Section 1.9 hereof.

        "Merger Document Execution Date" means the date on which all of the
        following occur, or in the event that not all occur on the same day,
        then on the date on which the last of the following occurs: (a) this
        Merger Agreement is signed,  (b) DataMEG files its SB2 Registration
        Statement, in which 10,000,000 shares will be registered to satisfy the
        conditions of the Final Capitalization Date as defined in 1.9(a), with
        the Securities and Exchange Commission, (c) DataMEG and NEC
        respectively place the shares of stock being exchanged under this
        Merger Agreement into escrow with James G. Dodrill II, PA, (d) and
        NEC's intellectual property is placed into escrow with James G. Dodrill
        II, PA.

        "Patents" means all patent and patent applications (including all
        reissues, divisions, continuations, continuations-in-part, renewals,
        and extensions of the foregoing) owned by NEC.

        "Person" means an individual, corporation, partnership, limited
        liability company, association, trust, unincorporated organization,
        business trust, joint stock company, estate, trust, unincorporated
        association, joint venture, Governmental Authority or other entity, of
        whatever nature.

        "Personal Property" means all of the machinery, equipment, computer
        programs, computer software, tools, motor vehicles, furniture,
        furnishings, leasehold improvements, office equipment, Inventory,
        supplies, spare parts, and other tangible or intangible personal
        property which are owned or leased by NEC and which are used or held
        for use in the business or operation of NEC.

        "Pre-Tax Earnings" means income or loss before taxes.

        "References and Titles"  All references in this Agreement to Exhibits,
        Schedules, Articles, Sections, Subsections, and other Subdivisions
        refer to the corresponding Exhibits, Schedules, Articles, Sections,
        Subsections, and other Subdivisions of this Agreement unless expressly
        provided otherwise. Titles appearing at the beginning of any Articles,
        Sections, Subsections, or other Subdivisions of this Agreement are for
        convenience only, do not constitute any part of such Articles,
        Sections, Subsections or other Subdivisions, and shall be disregarded
        in construing the language contained therein. The words "this
        Agreement", "herein", "hereby", "hereunder", and "hereof", and words of
        similar import, refer to this Agreement as a whole and not to any
        particular Subdivision unless expressly so limited. The words "this
        Section", "this Subsection", and words of similar import, refer only to
        the Sections or Subsections hereof in which such words occur. The word
        "or" is not exclusive, and the word "including" (in its various forms)
        means "including without limitation." Pronouns in masculine, feminine,
        or neuter genders shall be construed to state and include any other
        gender and words, terms, and titles (including terms defined herein) in
        the singular form shall be construed to include the plural and vice
        versa, unless the context otherwise expressly requires. Unless the
        context otherwise requires, all defined terms contained herein shall
        include the singular and plural and the conjunctive and disjunctive
        forms of such defined terms.

        "Register", "registered" and "registration" refer to a registration of
        the offering and sale of securities effected by preparing and filing a
        registration statement in compliance with the Securities Act and the
        declaration or ordering of the effectiveness of such registration
        statement.

        "Schedules" means the Schedules attached hereto.

        "SEC" means the Securities and Exchange Commission.

        "Securities Act" means the Securities Act of 1933, as amended.

        "NEC" has the meaning set forth in the first paragraph of this
        Agreement.

        "Taxes" means all taxes, fees or other assessments, levies, interest,
        penalties, additions to tax or other assessments or fees of any kind,
        including, but not limited to, corporate, capital income, excise,
        property, sales, use, value added and franchise, intangible,
        deductions, withholding, social security, unemployment and payroll
        taxes imposed by any federal, state, local or foreign governmental
        agency, and any interest or penalties related thereto.

        "Tax Returns" means any return, report, information return or other
        document (including any related or supporting information) filed or
        required to be filed with any Governmental Entity in connection with
        the determination, assessment, collection or administration of any
        Taxes or the administration of any laws, regulations or administrative
        requirements relating to any Taxes.

        "Trademarks" means (a) trademarks, service marks, trade names, trade
        dress, labels, logos, and all other names and slogans associated with
        any products or embodying the goodwill of the Business, whether or not
        registered, and any applications or registrations therefore, and (b)
        any associated goodwill incident thereto owned by NEC.


10.2    Other Definitional Provisions.

        (a)     All terms defined in this Agreement shall have the defined
                meanings when used in any certificates, reports or other
                documents made or delivered pursuant hereto or thereto, unless
                the context otherwise requires.

        (b)     Terms defined in the singular shall have a comparable meaning
                when used in the plural, and vice versa.

        (c)     All matters of an accounting nature in connection with this
                Agreement and the transactions contemplated hereby shall be
                determined in accordance with GAAP applied on a basis
                consistent with prior periods, where applicable.

        (d)     As used herein, the neuter gender shall also denote the
                masculine and feminine, and the masculine gender shall also
                denote the neuter and feminine, where the context so permits.

        ARTICLE XI

        TERMINATION

11.1    Termination. This Agreement may be terminated:

        (a)     at any time prior to the Merger Closing Date by mutual written
                consent of DataMEG, NEC and Hester on behalf of the
                Shareholders; or

        (b)     at any time prior to the Merger Closing Date by DataMEG by
                written notice in the event of a material breach by  NEC or the
                Shareholders of any provision of this Agreement; or

        (c)     at any time prior to the Merger Closing Date by NEC or Hester
                on behalf of the Shareholders by written notice in the event of
                a material breach by DataMEG of any provision of this
                Agreement.

        (d)     at any time after failure by DataMEG to comply with the
                provisions of Section 1.9 hereof.  In the event that this
                Agreement is terminated pursuant to this Section 11.1(d) the
                parties agree to execute any documentation required to unwind
                this transaction and return each party to its legal status as
                in effect immediately prior to execution of this Agreement.
                Notwithstanding the foregoing sentence, in the event this
                Agreement is terminated pursuant to this Section 11.1(d),
                DataMEG agrees that Shareholders shall be entitled to retain
                whatever amount of the Stock Consideration has become "vested"
                pursuant to the Lockup Agreement entered into by the parties as
                well as the NEC employees and consultants who may receive
                options to purchase DataMEG common stock shall be entitled to
                retain any options that have vested as of such date.

        (e)     at  DataMEG's sole option, within ten (10) business days prior
                to or after the end of any of DataMEG's fiscal quarters if
                DataMEG then believes it will be unable to comply with the
                provisions of Section 1.9 hereof.  In the event that this
                Agreement is terminated pursuant to this Section 11.1(e) the
                parties agree to execute any documentation required to unwind
                this transaction and return each party to its legal status as
                in effect immediately prior to execution of this Agreement.
                Notwithstanding the foregoing sentence, in the event this
                Agreement is terminated pursuant to this Section 11.1(e),
                DataMEG agrees that Shareholders shall be entitled to retain
                whatever amount of the Stock Consideration has become "vested"
                pursuant to the Lockup Agreement entered into by the parties as
                well as the NEC employees and consultants who may receive
                options to purchase DataMEG common stock shall be entitled to
                retain any options that have vested as of such date.  DataMEG
                shall be entitled to exercise this option regardless of any
                waiver by NEC of the breach of the provisions of Section 1.9
                hereof.

11.2    Effect of Termination.

        Except for the provisions of Article IX hereof, which shall survive any
        termination of this Agreement, in the event of termination of this
        Agreement pursuant to Section 11.1, this Agreement shall forthwith
        become void and of no further force and effect and the parties shall be
        released from any and all obligations hereunder; provided, however,
        that nothing herein shall relieve any party from liability for the
        breach of any of its representations, warranties, covenants or
        agreements set forth in this Agreement.


        ARTICLE XII

        GENERAL PROVISIONS

12.1    Notices.

        All notices, requests, demands, claims, and other communications
        hereunder shall be in writing and shall be delivered by certified or
        registered mail (first class postage pre-paid), guaranteed overnight
        delivery, or facsimile transmission if such transmission is confirmed
        by delivery by certified or registered mail (first class postage pre-
        paid) or guaranteed overnight delivery, to the following addresses and
        telecopy numbers (or to such other addresses or telecopy numbers which
        such party shall designate in writing to the other party):

        (a)     if to any of the DataMEG Companies to:

DataMEG Corp.
                        10800 Sikes Place, Suite 300
                        Charlotte, NC 28277
                        Telecopy:  (704) 849-7692

with a copy to:

James G. Dodrill II, PA
3360 NW 53rd Circle
Boca Raton, FL  33496
Attention: Jim Dodrill, Esq.
Telecopy: (561) 862-0927

(b) if to NEC to:

North Electric Company
424 East Six Forks Road, Suite 109
PMB #314
Raleigh, NC 27609.
Attention: Rex Hester
Telecopy (919) 981-0141


with a copy to:

Frederick A. Burke
Attorney At Law
3622 Lyckan Parkway, Suite 5008
Durham, NC 27707
Attention: Fred Burke, Esq.
Telecopy: (919) 489-9424




           If a copy to Shareholder:

                Rex Hester
        367 Roscoe Road
                        Bear Creek, NC 27207
                        Telecopy: (919) 837 5713

           With a copy to:
                          Frederick A. Burke




Notice shall be deemed given on the date sent if sent by facsimile transmission
and on the date delivered (or the date of refusal of delivery) if sent by
overnight delivery or by certified or registered mail.

12.2    Entire Agreement.

        This Agreement (including the Exhibits and Schedules attached hereto)
        and other documents delivered at the Merger Document Execution Date
        pursuant hereto, contains the entire understanding of the parties in
        respect of its subject matter and supersedes all prior agreements and
        understandings (oral or written) between or among the parties with
        respect to such subject matter. The Exhibits and Schedules constitute a
        part hereof as though set forth in full above.

12.3    Expenses.

        The parties shall pay their own fees and expenses, including their own
        counsel fees, incurred in connection with this Agreement or any
        transaction contemplated hereby.

12.4    Amendment; Waiver.

        This Agreement may not be modified, amended, supplemented or waived,
        except by written instrument executed by all parties. No failure to
        exercise, and no delay in exercising, any right, power or privilege
        under this Agreement shall operate as a waiver, nor shall any single or
        partial exercise of any right, power or privilege hereunder preclude
        the exercise of any other right, power or privilege. No waiver of any
        breach of any provision shall be deemed to be a waiver of any preceding
        or succeeding breach of the same or any other provision, nor shall any
        waiver be implied from any course of dealing between the parties. No
        extension of time for performance of any obligations or other acts
        hereunder or under any other agreement shall be deemed to be an
        extension of the time for performance of any other obligations or any
        other acts. The rights and remedies of the parties under this Agreement
        are in addition to all other rights and remedies, at law or equity that
        they may have against each other.

12.5    Binding Effect; Assignment.

        The rights and obligations of this Agreement shall bind and inure to
        the benefit of the parties and their respective successors and assigns.
        Nothing expressed or implied herein shall be construed to give any
        other person any legal or equitable rights hereunder.  This Agreement
        may be assigned by DataMEG to a wholly-owned subsidiary of DataMEG,
        provided that DataMEG remains liable for all of the obligations imposed
        upon it in this Agreement.  Except as expressly provided herein, this
        Agreement may not be assigned by NEC or the Shareholders without the
        prior written consent of DataMEG.

12.6    Counterparts.

        This Agreement may be executed in any number of counterparts, each of
        which shall be an original but all of which together shall constitute
        one and the same instrument.  This Agreement, once executed by a Party,
        may be delivered to the other Parties hereto by telephone line
        facsimile transmission bearing the signature of the Party so delivering
        this Agreement and such copy shall be deemed and original.

12.7    Interpretation.

        When a reference is made in this Agreement to an article, section,
        paragraph, clause, schedule or exhibit, such reference shall be deemed
        to be to this Agreement unless otherwise indicated. The headings
        contained herein and on the schedules are for reference purposes only
        and shall not affect in any way the meaning or interpretation of this
        Agreement or the schedules. Whenever the words "include", "includes" or
        "including" is used in this Agreement, they shall be deemed to be
        followed by the words "without limitation."  Time shall be of the
        essence in this Agreement.

12.8    Governing Law; Severability.

        This Agreement shall be construed in accordance with and governed for
        all purposes by the laws of the State of North Carolina applicable to
        contracts executed and to be wholly performed within such State.  If
        any word, phrase, sentence, clause, section, subsection or provision of
        this Agreement as applied to any party or to any circumstance is
        adjudged by a court to be invalid or unenforceable, the same will in no
        way affect any other circumstance or the validity or enforceability of
        any other word, phrase, sentence, clause, section, subsection or
        provision of this Agreement. If any provision of this Agreement, or any
        part thereof, is held to be unenforceable because of the duration of
        such provision or the area covered thereby or otherwise, the parties
        agree that the court making such determination shall have the power to
        reduce the duration and/or area of such provision, and/or to delete
        specific words or phrases, and in its reduced form, such provision
        shall then be enforceable and shall be enforced.

12.9    Arm's Length Negotiations.

        Each party herein expressly represents and warrants to all other
        parties hereto that (a) before executing this Agreement, said party has
        fully informed itself of the terms, contents, conditions and effects of
        this Agreement; (b) said party has relied solely and completely upon
        its own judgment in executing this Agreement; (c) said party has had
        the opportunity to seek and has obtained the advice of counsel before
        executing this Agreement; (d) said party has acted voluntarily and of
        its own free will in executing this Agreement; (e) said party is not
        acting under duress, whether economic or physical, in executing this
        Agreement; and (f) this Agreement is the result of arm's length
        negotiations conducted by and among the parties and their respective
        counsel.

12.10   Fees and Expenses.

        Each of the parties hereto hereby agrees and acknowledges that each
        party shall be responsible for all of its own fees and expenses
        incurred in connection with the preparation, execution and consummation
        of the transactions contemplated hereunder, including all legal fees,
        provided, however, that the Shareholders hereby agrees that he shall be
        solely responsible for all of such costs and expenses, including legal
        fees, incurred by NEC.

12.11   Specific Performance.

        The Shareholders and NEC recognize that in the event NEC and the
        Shareholders should refuse to complete the Merger identified in this
        Agreement, monetary damages alone will not be adequate. DataMEG shall
        therefore be entitled, in addition to any other remedies, which may be
        available, including money damages, to obtain specific performance of
        the terms of this Agreement. In the event of any action to enforce this
        Agreement specifically, NEC and the Shareholders hereby waive the
        defense that there is an adequate remedy at law.


IN WITNESS WHEREOF, the parties hereto have caused this Merger Agreement to be
duly executed and delivered as of the day and year first above written.


DATAMEG CORP., a New York Corporation

By:    __/s/__________
Name:  Andrew Benson
Title: President


DATAMEG ACQUISITION CORP. 1, INC., a North Carolina corporation

By:    __/s/__________
Name:  Andrew Benson
Title: President


NORTH ELECTRIC COMPANY. a North Carolina corporation

By:    __/s/__________
Name:  Rex Hester
Title: President


THE SHAREHOLDERS

By:    __/s/__________
Name:  Rex Hester
Individually and on behalf of all NEC Shareholders



LIST OF EXHIBITS AND SCHEDULES


Exhibits:

Exhibit A               ---     Plan of Merger
Exhibit B               ---     Form of Legal Opinion From NEC's Counsel
Exhibit C               ---     Form of Legal Opinion From DataMEG's Counsel
Exhibit D               ---     n/a
Exhibit E               ---     Intentionally Omitted
Exhibit F               ---     Form of Registration Rights Agreement
Exhibit G               ---     Form of Lockup Agreement

Schedules:


Schedule 3.26           ---     Bank Accounts, etc.