SHARE SALE AND CONTRIBUTION AGREEMENT


                         Dated as of September 14, 2000


                                  By and Among


                            REGENESIS HOLDINGS, INC.
                   RUSSELL ADLER FOR HIMSELF AND HIS NOMINEES
                                       AND
                              TRIAD PETROLEUM, LLC






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                                TABLE OF CONTENTS
                                -----------------


ARTICLE I DEFINITIONS ......................................................1
          1.        Definitions.............................................1

ARTICLE IITRANSFER AND ISSUANCE OF STOCK.....................................5
          2.1       Transfer by Controlling Shareholder......................5
          2.2       Contributed Assets.......................................5
          2.3       Closing..................................................5

ARTICLE IIIREPRESENTATIONS OF THE CONTROLLING SHAREHOLDER ...................5
          3.   Representations of the Controlling Shareholder and Company....5
          3.1  Existence and Good Standing...................................5
          3.2  Capital Stock.................................................5
          3.3  Options and Warrants..........................................6
          3.4  Due Authorization; Enforceability.............................6
          3.5  Subsidiaries..................................................7
          3.6  Financial Statements and No Material Changes. ................7
          3.7  Books and Records.............................................8
          3.8  Title to Properties...........................................8
          3.9  Status of the Company.........................................8
          3.10 Owned Real Property; Leases...................................8
          3.11 Material Contracts............................................9
          3.12 Consents and Approvals; No Violations.........................9
          3.13 Litigation....................................................9
          3.14 Taxes........................................................10
          3.15 Liabilities..................................................10
          3.16 Insurance....................................................10
          3.17 Intellectual Properties......................................11
          3.18 Compliance with Laws.........................................11
          3.19 Disclosure...................................................11
          3.20 Brokers' or Finders' Fees....................................11
          3.21 SEC Filings..................................................11

ARTICLE IVREPRESENTATIONS OF TRIAD..........................................12
          4.        Representations of Triad.  .............................12
          4.1        Existence and Good Standing of Triad;
                         Power and Authority ...............................12
          4.2        Consents and Approvals; No Violations..................12
          4.3        Purchase for Investment.  .............................12
          4.4        Brokers' or Finders' Fees.  ...........................12

ARTICLE VSPECIAL PROVISIONS.................................................13
          5.1       Voting Trust. ..........................................13
          5.2       ........................................................13


(i)
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          5.3       Securities Law Matters...................................13
          5.4       Shareholder Consent; 10-day Standstill...................13

ARTICLE VICONDITIONS TO TRIAD'S OBLIGATIONS..................................15
          6.        Conditions to Triad's Obligations.  .....................15
          6.1       Truth of Representations and Warranties.  ...............15
          6.2       Performance of Agreements.  .............................16
          6.3       Opinions of the Controlling Shareholder and the language 16
          6.4       No Material Adverse Change.  ............................16
          6.5       No Litigation Threatened.................................16
          6.6       Governmental Approvals.  ................................16
          6.7       Resignation of Directors and Officers....................16
          6.8       Proceedings..............................................16

ARTICLE VIICONDITIONS TO THE CONTROLLING SHAREHOLDER AND COMPANY ............17
          7.        Conditions to the Controlling Shareholder and Company
                    Obligations..................                            17
          7.1       Truth of Representations and Warranties.  ...............17
          7.2       Performance of Agreements.  .............................17
          7.3       Governmental Approvals.  ................................17
          7.4       Proceedings.  ...........................................17

ARTICLE VIIISURVIVAL OF REPRESENTATIONS; INDEMNIFICATION ....................17
          8.        .........................................................17
          8.1        Indemnification. .......................................17
          8.2        Third Party Claims......................................18

ARTICLE IXTERMINATION AND ABANDONMENT .......................................19
          9.1       Termination.  ...........................................19
          9.2       Effect of Termination.  .................................19

ARTICLE XARBITRATION ........................................................20
          10.1      Nature of the Dispute.  .................................20
          10.2      Rules of Arbitration.  ..................................20
          10.3      Arbitration Procedure.  .................................20
          10.4      Location; Language.  ....................................20
          10.5      Binding Decision and Award.  ............................20

ARTICLE XIMISCELLANEOUS......................................................20
         11.1      Expenses.  ...............................................21
         11.2      Governing Law.  ..........................................21
         11.3      Publicity.  ..............................................21
         11.4      Notices.  ................................................21
         11.5      Parties in Interest.  ....................................22





                                      (ii)

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         11.6      Counterparts.  ...........................................22
         11.7      Entire Agreement.  .......................................22
         11.8      Amendments.  .............................................22
         11.9      Severability.  ...........................................22
         11.10     Third Party Beneficiaries.  ..............................22
         11.11     Facsimile Signatures......................................23

















                                     (iii)




<PAGE>

                                LIST OF SCHEDULES
                                -----------------


Schedule 3.2         -    Capital Stock
Schedule 3.3         -    Options and Warrants
Schedule 3.4(a)      -    Due Authorization; Enforceability
Schedule 3.4(b)      -    Directors and Officers
Schedule 3.5         -    Subsidiaries
Schedule 3.11        -    Material Contract
Schedule 3.12        -    Consents and Approvals; No Violations
Schedule 3.15        -    List of Liabilities
Schedule 3.16        -    List of Insurance Coverages
Schedule 3.17        -    List of Intellectual Properties
Schedule 8.1         -    Escrow Agreement





                                      (v)

<PAGE>



                      SHARE SALE AND CONTRIBUTION AGREEMENT


           SHARE SALE AND CONTRIBUTION AGREEMENT ("this Agreement") dated as of
September 14, 2000, by and among:

           (a) Regenesis Holdings, Inc., a Florida corporation, (the "Company"),

           (b) Russell Adler for himself and his nominees (the "Controlling
Shareholder" or "Sellers"), and

           (c) Triad Petroleum, LLC, a Florida Limited liability company
("Triad" or "Purchaser").

                              W I T N E S S E T H:


           WHEREAS, the Controlling Shareholder collectively and beneficially
own approximately 25% of the outstanding shares of common stock, par value $.01
per share, of the Company (1,980,000 by Russell Adler and the balance by
Affiliated Persons), comprising approximately 25% of the issued and outstanding
share capital of the Company;

           WHEREAS, the Company has authorized 100,000,000 shares of its common
stock of which less than 6,000,000 shares are issued and outstanding and
10,000,000 shares of preferred stock (Series A.B.C.) with 700,000 shares issued
and retired;

           WHEREAS, Triad wishes to acquire from the Controlling Shareholder and
the Company a sufficient number of shares of common stock to provide it with
ownership of ninety-six percent (96%) of the issued and outstanding shares of
common stock of the Company (the "Shares"); and

           WHEREAS, the Company has determined that it is in the best interest
of the Company and its shareholders that this transaction take place; and

           WHEREAS, the parties desire to provide for the cancellation of
certain agreements to which the Company is a party as well as the cancellation
of certain indebtedness of the Company in connection with the transactions
provided for herein.

           NOW, THEREFORE, IT IS AGREED:

                                    ARTICLE I
                                   DEFINITIONS

           1. DEFINITIONS. When used in this Agreement, the following terms
shall have the respective meanings specified therefor below (such meanings to be
equally applicable to both the singular and plural forms of the terms defined).



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                     "AFFILIATE" shall mean, with respect to any person, (i) any
other Person directly or indirectly controlling, controlled
by, or under common control with such specified Person, and (ii) the spouse,
siblings, parent, child or other immediate family member of such specified
Person. For the purposes of this definition, "control" (including, with
correlative meanings, the terms "controlled by" and "under common control
with"), as used with respect to any Person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities
or partnership interests, by agreement or otherwise.

                     "BALANCE SHEET" shall have the meaning assigned to such
term in Section 3.6.

                     "BALANCE SHEET DATE" shall have the meaning assigned to
such term in Section 3.6.

                     "CLOSING" shall have the meaning assigned to such term in
Section 2.3.

                     "CLOSING DATE" shall have the meaning assigned to such term
in Section 2.3.

                     "CODE" shall mean the Internal Revenue Code of 1986, as
amended from time to time and the regulations promulgated and the
rulings issued thereunder. Section references to the Code are to the Code, as in
effect at the date of this Agreement and any subsequent provisions of the Code,
amendatory thereof, supplemental thereto or substituted therefor.

                     "COMPANY" shall have the meaning assigned to such term in
the preamble to this Agreement.

                     "COMPANY OPTIONS" shall have the meaning assigned to such
term in Section 3.2.

                     "COMPANY ORDINARY SHARES" shall mean the Company's common
shares, with .01 par value.

                     "COMPANY PREFERRED SHARES" shall mean the Company's
10,000,000 authorized preferred shares.

                     "COMPANY PROPERTY" shall mean any real property and
improvements owned (directly, indirectly, or beneficially), leased, used,
operated or occupied by the Company and its subsidiaries.

                     "CONDITION" of any Person shall mean the business,
properties, assets, liabilities, operations, results of operations, condition
(financial or otherwise) or prospects of such Person.

                     "CONTRIBUTED ASSETS" shall have the meaning assigned to
such term in Section 2.1.

                     "CONTROLLING SHAREHOLDER" shall have the meaning assigned
to such term in the preamble to this Agreement.



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<PAGE>



                     "CONSENT" means the consent by EMation to the transfer of
Triad's interest in the License Agreement to the Company.

                     "DISPUTE" shall have the meaning assigned to such term in
Section 10.1.

                     "EMATION" means EMation LLC, a Florida limited liability
company.

                     "ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended from time to time, and the regulations
promulgated and rulings issued thereunder. Section references to ERISA are to
ERISA, as in effect at the date of this Agreement and any subsequent provisions
of ERISA, amendatory thereof, supplemental thereto or substituted therefor.

                     "ERISA AFFILIATE" shall mean each person (as defined in
Section 3(9) of ERISA) which together with the Company or a
subsidiary of the Company would be deemed to be a "single employer" (i) within
the meaning of Section 414(b),(c), (m) or (o) of the Code or (ii) as a result of
the Company or a subsidiary of the Company being or having been a general
partner of such person.

                     "INDEMNIFIED PARTY" shall have the meaning assigned to such
term in Section 8.3.

                     "INDEMNIFYING PARTY" shall have the meaning assigned to
such term in Section 8.3.

                     "INTELLECTUAL PROPERTY" shall mean domestic and foreign
patents, patent applications, registered and unregistered trademarks, trade
names, internet domain names and service marks, registered and unregistered
copyrights, computer software programs, data bases, inventions, trade secrets
and proprietary information of any type, whether or not written.

                     "LIABILITIES" means the liabilities of the Company set
forth in Schedule 3.15 attached hereto.

                     "LICENSE AGREEMENT" means the License Agreement by and
between EMation, LLC as Licensor, and Triad as Licensee, which
agreement is dated as of September 11, 2000, and a copy of which has been
provided to the Company.

                     "LIENS" shall mean liens, security interests, options,
rights of first refusal, easements, mortgages, charges, indentures,
deeds of trust, rights of way, restrictions on the use of real property,
encroachments, licenses to third parties, leases to third parties, security
agreements, or any other encumbrances and other restrictions or limitations on
use of real or personal property or irregularities in title thereto.

                     "LOSS" shall have the meaning assigned to such term in
Section 8.1.

                     "MATERIAL CONSTRAINTS" means the material contracts
affecting the Company as set forth in Schedule 3.11 attached hereto..







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<PAGE>


                     "PERSON" shall mean and include an individual, a
partnership, a joint venture, a corporation, a limited liability company,
a limited liability partnership, a trust, an incorporated organization and a
government or any department or agency thereof.

                     "PLAN" shall mean any "employee benefit plan" as defined in
Section 3(3) of ERISA subject to Title I of ERISA or any
"plan" subject to Section 4975 of the Code."

                     "PURCHASER INDEMNIFIED PARTY" shall have the meaning
assigned to such term in Section 8.2.

                     "RETURNS" shall have the meaning assigned to such term in
Section 3.13(a).

                     "SEC FILINGS" means all documents, including 10K's, 10Q's,
8K's, and Information Statements filed by the Company with the
Securities Exchange.

                     "SHARES" shall have the meaning assigned to such term in
Section 2.1.

                     "SUBSIDIARIES" means those wholly-owned subsidiary
corporations of the Company as set forth in Schedule 3.4 attached hereto.

                     "TAXES" means all taxes, assessments, charges, duties,
fees, levies or other governmental charges, including, without
limitation, all income, franchise, profits, capital gains, capital stock,
transfer, sales, use, occupation, property, excise, severance, windfall profits,
stamp, license, payroll, value added, withholding and other taxes, assessments,
charges, duties, import, export or other custom duties, fees, levies or other
governmental charges of any kind whatsoever (whether payable directly or by
withholding and whether or not requiring the filing of a Return), all estimated
taxes, deficiency assessments, additions to tax, penalties and interest and
shall include any liability for such amounts as a result either of being a
member of a combined, consolidated, unitary or affiliated group or of a
contractual obligation to indemnify any person or other entity.

                     "TECHNOLOGY" means the technology being licensed to Triad
by EMation as set forth in the License Agreement.

                     "TRIAD" shall have the meaning ascribed to it in the
preamble of this Agreement.

                     "VOTING TRUST" shall have the meaning assigned to such term
in Section 5.1.




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<PAGE>



                                   ARTICLE II
                         TRANSFER AND ISSUANCE OF STOCK

1.1 TRANSFER BY CONTROLLING SHAREHOLDER. Upon the terms and subject to the
conditions set forth in this Agreement the Controlling Shareholder and the
Company agree to transfer and have issued to Triad, and Triad, agrees to accept,
on the Closing Date, the shares representing ninety-six percent (96%) of the
ownership interest in the Company (the "Shares") in consideration of the
Contributed Assets to be provided by Triad to the Company.




                                       4

<PAGE>


1.2 CONTRIBUTED ASSETS. On the Closing Date, Triad shall cause its right, title
and interest in and to the License Agreement to be contributed to the Company
(the "Contributed Assets").

1.3 CLOSING. The effective date of the closing hereunder for the transfers,
exchanges and issuance of stock referred to in Sections 2.1 (the "Closing")
shall be the day after the Company has completed the filing of its Form 10Q for
the quarter ending June 30, 2000, or as mutually agreed between the parties, but
no later than September 29, 2000 (herein referred to as the "Closing Date").

                     In connection therewith the Purchaser, on behalf of itself
and its designated directors, shall take such reasonable action
as necessary to assist the Company in filing the 10Q report promptly, including
disclosure of relevant information. If any delay is due to Purchaser, the date
shall be extended for such period.


                                   ARTICLE III
                 REPRESENTATIONS OF THE CONTROLLING SHAREHOLDER

           3. REPRESENTATIONS OF THE CONTROLLING SHAREHOLDER AND COMPANY. The
Controlling Shareholder, and the Company, jointly and severally, represent and
warrant as follows:

           1.4 EXISTENCE AND GOOD STANDING. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Florida. The Company has the power to own its property and to carry on its
business as now being conducted. The Company is duly qualified to do business
and is in good standing in each jurisdiction in which the character or location
of the properties owned, leased or operated by the Company or the nature of the
business conducted by the Company makes such qualification necessary, except for
such jurisdictions where the failure to be so qualified or licensed and in good
standing would not have a material adverse effect on the Condition of the
Company.

           1.5 CAPITAL STOCK. The Company has an authorized capitalization
consisting of 100,000,000 ordinary shares, with .01 par value, of which no more
than 6,000,000 shares are issued and are outstanding at Closing (excluding
treasury stock that has been redeemed by the Company). The Company also has
10,000,000 authorized Preferred Shares, $.01 par value, of which no shares are
issued and outstanding. The Company does not have any other class of capital
stock authorized. Prior to Closing, all of the issued and outstanding Shares are
owned beneficially and of record by the Persons and in the proportions set forth
of SCHEDULE 3.2 attached hereto, free and clear of all Liens. All outstanding
Company shares of capital stock of the Company have been duly authorized and
validly issued and are fully paid and nonassessable and are not subject to, nor
were they issued in violation of, any preemptive rights.

           III.1 OPTIONS AND WARRANTS. Except as set forth in SCHEDULE 3.3
attached hereto, no shares of capital stock of the Company are authorized,
issued or outstanding and there are no outstanding or authorized options,
warrants, rights, subscriptions, claims of any character, agreements,
obligations, convertible or exchangeable securities, or other commitments
contingent or otherwise, relating to the capital stock of the Company, pursuant
to which the Company is or may become obligated to issue or purchase shares of
the capital stock of the Company or any securities convertible into, exchanged
for, or evidencing the right to subscribe for, any shares of the capital stock
of the Company (the "Company Options" and the "Company Warrants"). The Company
has no authorized or outstanding bonds, debentures, notes or other indebtedness
the holders of which have the right to vote (or convertible or exchangeable into
or exercisable for securities having the right to vote) with the stockholders of
the Company or any of its subsidiaries on any matter.

                     1.6 DUE AUTHORIZATION; ENFORCEABILITY.

           (1) The Controlling Shareholder and the Company have the requisite
corporate power and authority to execute and deliver this Agreement and to
perform their obligations hereunder. The execution and delivery of this
Agreement by each of the Controlling Shareholder and the Company and the
performance of their obligation hereunder have been duly authorized and approved
by them and no other corporate or shareholder action on the part of each of the
Controlling Shareholder and the Company is necessary to authorize the execution
delivery and performance of this Agreement by each of the Controlling


                                       5



<PAGE>


Shareholder and the Company, except as set forth in SCHEDULE 3.4(A) attached
hereto. This Agreement has been duly executed and delivered by each of the
Controlling Shareholder and the Company and, assuming due execution of this
Agreement and such other Transaction Document by each other party thereto, is a
valid and binding obligation of each of the Controlling Shareholder and the
Company enforceable against each of them in accordance with its terms, except to
the extent that its enforceability may be subject to applicable bankruptcy,
insolvency, reorganization, moratorium, and similar laws affecting the
enforceability of creditors' rights generally and by general equitable
principles.

           (2) The individuals listed on the SCHEDULE 3.4 annexed hereto
constitute the current Board of Directors and the current officers of the
Company, each individual holds the position listed opposite their name. Upon
consummation of the closing hereunder, Chris Salmonson and Robert Simmons shall
also be appointed to the Board of Directors. Further, the Board of Directors has
determined that it is in the best interests of the Company to consummate the
transactions, contemplated by this Agreement.



<PAGE>


           (3) The transfer and issuance, as appropriate, of the Shares pursuant
to Sections 2.1 will vest in Triad, valid title thereto, free and clear of any
and all Liens or other adverse claims and also provide Triad with full voting
rights with respect to such Shares notwithstanding the provisions of Florida
Statute Section 607.0902. The Shares, upon transfer to and issuance and delivery
to Triad, will be duly authorized and validly issued, fully paid and
nonassessable and shall not be subject to or issued in violation of any
preemptive rights.

           (4) To the extent that Triad shall receive less than ninety-six
percent (96%) ownership interest in the Company, for any reason, including based
on a breach of any representation or warranty or due to options or warrants
exercised after the Closing, in addition to all other rights and remedies, the
Company agrees to cause additional stock to be authorized and issued in such
amounts as necessary to provide for Triad to have ninety-six percent (96%)
ownership interest of the Company.

           1.7 SUBSIDIARIES. The Company owns the outstanding capital stock of
those companies disclosed on Schedule 3.5 attached hereto (the "Subsidiaries")
in the percentages set forth on SCHEDULE 3.5.

           1.8 FINANCIAL STATEMENTS AND NO MATERIAL CHANGES.

           (1) The Controlling Shareholder and the Company have heretofore
furnished Triad with the balance sheets of the Company as December 31, 1999,
March 31, 2000 and June 30, 2000, and the related consolidated statements of
income, and cash flows for the year and the quarter-annual periods then ended,
the most recent annual statement certified as set forth therein, and the
unaudited balance sheet of the Company as at June 30, 2000 and the related
unaudited draft consolidated statements of income, and cash flows for the
6-months then ended (the consolidated balance sheet of the Company as at March
31, 2000 (the "Balance Sheet Date") is hereinafter referred to as the "Balance
Sheet"). Such financial statements, including the footnotes thereto, except as
indicated therein, have been prepared in accordance with generally accepted
accounting principles consistently followed throughout the periods indicated.

           (2) The Balance Sheet fairly presents, in all material respects, the
financial condition of the Company and its subsidiaries at the date thereof and,
except as indicated therein, reflects all claims against and all debts and
liabilities of the Company and its subsidiaries, fixed or contingent, as at the
date thereof and the related statements of income, and cash flows fairly
present, the results of the operations of the Company and its Subsidiaries and
the changes in their financial position for the period indicated.


           (1) Subject to normal year-end adjustments and the absence of
footnotes thereto, the Balance Sheet fairly presents the financial position of
the Company and its Subsidiaries as of the date thereof and reflects all
material claims and all material debts and liabilities of the Company and its
Subsidiaries, fixed or contingent, as of the date thereof and the related
statements of income, and cash flows fairly present the results of operations
and cash flows of the Company and its Subsidiaries and the changes in their
financial position for the periods indicated. Such other balance sheets of the
Company referred to in (a) above fairly present the financial condition of the
Company and its Subsidiaries at the respective dates thereof and, except as
indicated therein, reflect all claims against and all debts and liabilities of
the Company and its Subsidiaries, fixed or contingent, as at the respective









                                       6
<PAGE>



dates thereof, and the related statements of income, and cash flows fairly
present the results of the operations of the Company and its Subsidiaries and
the changes in their financial position for the periods indicated. Since the
Balance Sheet Date there has been (x) no material adverse change in the
Condition, of the Company or its Subsidiaries and (y) no change in the Condition
of the Company or its subsidiaries except in the ordinary course of business;
and, to the best knowledge of each of the Controlling Shareholder, no fact or
condition exists or is contemplated or threatened which might cause such a
change in the future.

1.9 BOOKS AND RECORDS. The respective minute books of the Company and the
Subsidiaries, as previously made available to Triad and its representatives,
contain accurate records of all meetings of, and corporate action taken by
(including action taken by written consent) the respective shareholders and
Boards of Directors of the Company and the Subsidiaries. The Company nor its
Subsidiaries have any of its records, systems, controls, data or information
recorded, stored, maintained, operated or otherwise wholly or partly dependent
upon or held by any means (including any electronic, mechanical or photographic
process, whether computerized or not) which (including all means of access
thereto and therefrom) are not under the exclusive ownership and direct control
of the Company.

           III.2 TITLE TO PROPERTIES. Except for properties and assets reflected
in the Balance Sheet, or acquired since the alance Sheet Date, which have been
sold or otherwise disposed of in the ordinary course of business, the Company
has good, valid and marketable title to (a) all of its properties and assets
(real and personal, tangible and intangible), including, without limitation, all
of the properties and assets reflected in the Balance Sheet, except as indicated
in the notes thereto, and (b) all of the properties and assets purchased or
otherwise acquired by the Company since the Balance Sheet Date, in each case
free and clear of all Liens except Permitted Liens.

           III.3 STATUS OF THE COMPANY. Except as set forth on SCHEDULE 3.9, the
Company has not conducted any business, incurred any indebtedness, liability or
obligation, entered into any contract or arrangement, made any commitment or
engaged in any activity prior to the Closing Date other than in the ordinary
course of business.

           1.10 OWNED REAL PROPERTY; LEASES. The SEC Filings reflect an accurate
and complete list of all Company owned and leased real estate, together with any
other material leases of personal property (including those of the
Subsidiaries). Each lease as described therein is in full force and effect; all
rents and additional rents due to date on each such lease have been paid;
subject to applicable adjustments for taxes and insurances, in each case, the
lessee has been in peaceable possession since the commencement of the original
term of such lease and is not in default thereunder and no waiver, indulgence or
postponement of the lessee's obligations thereunder has been granted by the
lessor; and there exists no event of default or event, occurrence, condition or
act (including the transfer and issuance of the Shares hereunder) which, with
the giving of notice, the lapse of time or the happening of any further event or
condition, would become a default under such lease. The Company has not violated
any of the terms or conditions under any such lease in any material respect.

           1.11 MATERIAL CONTRACTS. All material contracts affecting the Company
and/or its Subsidiaries are described in the SEC Filings and outlined on
SCHEDULE 3.11 attached hereto (the "Material Contracts"), except as set forth in
SCHEDULE 3.11 and Material Contracts shall be canceled as of the Closing with no
continuing liability to the Company.

           1.12 CONSENTS AND APPROVALS; NO VIOLATIONS.

           (1) Other than as set forth on SCHEDULE 3.12 attached hereto, the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby will not result in a violation or breach of,
conflict with, constitute (with or without due notice or lapse of time or both)
a default (or give rise to any right of termination, cancellation, payment or
acceleration) under any Material Contract.

(2) Other than as set forth on SCHEDULE 3.12 attached hereto, the execution and
delivery of this Agreement by the Company and the consummation by the Company of
the transactions contemplated hereby will not: (1) violate any provision of the
certificate of incorporation or by-laws (or other similar organizational
documents) of the Company or any of the Company's subsidiaries; (2) violate any
statute, ordinance, rule, regulation, order or decree of any court or of any
governmental or regulatory body, agency or authority applicable to the Company
or any of the Company's subsidiaries or by which any of their respective
properties or assets may be bound; (3) require the Company or any of the
Company's subsidiaries to make or obtain any filing with or permit, consent or
approval of or give any notice to, any governmental or regulatory body, agency
or authority; or (4) result in a violation or breach of, conflict with,


                                        7

<PAGE>



constitute (with or without due notice or lapse of time or both) a default (or
give rise to any right of termination, cancellation, payment or acceleration)
under, or result in the creation of any Lien upon any of the properties or
assets of the Company or any of the Company's subsidiaries under, any of the
terms, conditions or provisions of any note, bond, mortgage, indenture, license,
franchise, permit, agreement, lease, franchise agreement or other instrument or
obligation to which the Company or any of the Company's subsidiaries is a party,
or by which the Company or any of the Company's subsidiaries or any of their
respective properties or assets is bound except in the case of clauses (3) and
(4) above, for such violations, filings, permits, consents, approvals, notices,
breaches or conflicts which would not have a material adverse effect on (i) the
Condition of the Company and its subsidiaries, taken as a whole, or (ii) the
ability of the Company to consummate the transactions contemplated hereby or to
perform its obligations hereunder.

           1.13 LITIGATION. There is no action, suit, proceeding at law or in
equity, arbitration or administrative or other proceeding by or before any
governmental or other instrumentality or agency, pending, threatened, against or
affecting the Company or the Subsidiaries, or any of their properties or rights
which would materially adversely affect the right or ability of the Company or
any of its Subsidiaries to carry on their respective business as now conducted,
or to own their respective assets, or which would materially adversely affect
the Condition of the Company and none of the Controlling Shareholder nor the
Company know of any valid basis for any such action, proceeding or
investigation. The Company is not subject to any judgment, order or decree
entered in any lawsuit or proceeding which would have a material adverse effect
on the Condition of the Company.

           1.14 TAXES.

           (1) TAX RETURNS. The Company has timely filed or caused to be timely
filed with the appropriate taxing authorities all returns, statements, forms and
reports for Taxes ("Returns") that are required to be filed by, or with respect
to the Company on or prior to the Closing Date. Such Returns have accurately
reflected and will accurately reflect all liabilities for Taxes of the Company
and of each of the Company for the periods covered thereby.

           (2) PAYMENT OF TAXES. All Taxes and Tax liabilities of the Company
and of each of the Company's subsidiaries for all taxable years or periods that
end on or before the Closing Date and, with respect to any taxable year or
period beginning before and ending after the Closing Date, the portion of such
taxable year or period ending on and including the Closing Date ("Pre-Closing
Period") have been timely paid or accrued and adequately disclosed and fully
provided for on the books and records of the Company and of each of the
Subsidiaries.

           (3) All Taxes which any of the Company or any of the Company's
subsidiaries is (or was) required by law to withhold or collect have been duly
withheld or collected, and have been timely paid over to the proper authorities
to the extent due and payable.

           1.15 LIABILITIES. Neither the Company nor any of its subsidiaries has
any outstanding claims, liabilities or indebtedness, contingent or otherwise,
except as set forth in the Balance Sheet or referred to in the footnotes
thereto, other than liabilities to trade creditors incurred subsequent to the
Balance Sheet Date in the ordinary course of business not involving borrowings
by the Company or any subsidiary of the Company. As of the date hereof, the list
of the liabilities of the Company is set forth in SCHEDULE 3.15 attached hereto
(the "Liabilities"). Except as set forth in said Schedule 3.15, all liabilities
shall be canceled and/or converted into equity as of the Closing Date.
Notwithstanding anything to the contrary set forth herein, Purchaser shall make
no claim for any liabilities of the Company up to Fifteen Thousand Dollars
($15,000). In addition, it is understood and agreed that the Company has been
incurring certain professional fees and related expenses in connection with the
completion of this transaction and complying with SEC requirements, which
expenses shall be assumed and paid by Purchaser.

           1.16 INSURANCE. Set forth on SCHEDULE 3.16 attached hereto is a
complete list of insurance policies which the Company and its subsidiaries
maintain with respect to their businesses, properties or employees. Such
policies are in full force and effect and are free from any right of termination
on the part of the insurance carriers. Such policies, with respect to their
amounts and types of coverage, are adequate to insure fully against risks to
which the Company, its subsidiaries and their property and assets are normally
exposed in the operation of their respective businesses.

           1.17 INTELLECTUAL PROPERTIES. To the best of the Controlling
Shareholder knowledge and belief, the operation of the business of the Company
and its subsidiaries requires no rights under Intellectual Property other than



                                       8


<PAGE>


rights under Intellectual Property listed on SCHEDULE 3.17 attached hereto and
rights granted to the Company and its subsidiaries pursuant to agreements
listed on SCHEDULE 3.17.

           1.18 COMPLIANCE WITH LAWS. The Company is in compliance in all
material respects with all applicable laws, statutes, ordinances, regulations,
orders, judgments and decrees of any government or political subdivision
thereof, whether domestic or foreign, or any agency or instrumentality thereof,
or any court or arbitrator, and has not received any notice that any violation
of the foregoing is being or may be alleged.

           1.19 DISCLOSURE. The financial statements (including the footnotes
thereto) referred to in Section 3.6 of this Agreement, any Schedule or
certificate attached hereto or delivered pursuant to this Agreement or any
document or statement in writing which has been supplied by or on behalf of the
Controlling Shareholder, or by any of the Company's directors or officers in
connection with the transactions contemplated by this Agreement contains any
untrue statement of a material fact, or omits any statement of a material fact
necessary in order to make the statements contained herein or therein not
misleading. There is no fact known to the Controlling Shareholder and the
Company, which would materially adversely affect the Condition of the Company or
any of its subsidiaries which has not been set forth in this Agreement, the
Balance Sheet and the related consolidated statements of income, and cash flows
(including the footnotes thereto), any Schedule or certificate attached hereto
or delivered pursuant to this Agreement or any document or statement in writing
which has been supplied by or on behalf of the Controlling Shareholder, or by
any of the Company's directors or officers in connection with the transactions
contemplated by this Agreement.

           III.4 BROKERS' OR FINDERS' FEES. No agent, broker, person or firm
acting on behalf of either the Controlling Shareholder or the Company, is, or
will be, entitled to any commission or brokers' or finders' fees from any of the
parties hereto, or from any Affiliate of any of the parties hereto, in
connection with any of the transactions contemplated by this Agreement.

           1.20 SEC FILINGS. All SEC Filings are accurate, complete and in
compliance with applicable federal regulations except that the 10 Q Report for
the period ended June 30, 2000 has not been filed as of the date hereof.


                                   ARTICLE IV
                            REPRESENTATIONS OF TRIAD

           4. REPRESENTATIONS OF TRIAD. Triad represents, warrants and agrees as
follows:

           1.21 EXISTENCE AND GOOD STANDING OF TRIAD; POWER AND AUTHORITY. Triad
is a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Florida. Triad has the power and
authority to enter into, execute and deliver this Agreement and perform its
obligations hereunder. This Agreement has been duly authorized and approved by
all required corporate action of Triad. This Agreement has been duly executed
and delivered by Triad and, assuming the due execution and delivery hereof, this
Agreement constitutes a valid and binding obligation of Triad, enforceable
against Triad in accordance with its terms, except to the extent that its
enforceability may be subject to applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws effecting the enforcement of
creditors' rights generally and to general equitable principles.

           1.22 CONSENTS AND APPROVALS; NO VIOLATIONS. The execution and
delivery of this Agreement by Triad and the consummation by Triad of the
transactions contemplated hereby will not: (1) violate any provision of its
articles or regulations; (2) violate any statute, ordinance, rule, regulation,
order or decree of any court or of any governmental or regulatory body, agency
or authority applicable to Triad or by which any of its properties or assets may
be bound; (3) require Triad to make or obtain any filing with or permit, consent
or approval of or give any notice to, any governmental or regulatory body,
agency or authority except for required SEC filings; (4) result in a violation
or breach of, conflict with, constitute (with or without due notice or lapse of
time or both) a default (or give rise to any right of termination, cancellation,
payment or acceleration) under, any of the terms, conditions or provisions of
any note, bond, mortgage, indenture, license, franchise, permit, agreement,
lease, franchise agreement or other instrument or obligation to which Triad is a
party, or by which any of its properties or assets is bound except in the case
of clauses (3) and (4) above for such violations, filings, permits, consents,
approvals, notices, breaches or conflicts which could not have a material


                                       9


<PAGE>


adverse effect on the ability of Triad to consummate the transactions
contemplated hereby or to perform its obligations hereunder.

           1.23 PURCHASE FOR INVESTMENT. Triad will acquire the Shares for its
own account for investment purposes only and not with a view toward any resale
or distribution thereof; provided, however, that the disposition of the Shares
by Triad shall at all times remain within the sole control of Triad.

           1.24 BROKERS' OR FINDERS' FEES. No agent, broker, person or firm
acting on behalf of Triad is, or will be, entitled to any commission or brokers'
or finders' fees from any of the parties hereto, or from any Affiliate of the
parties hereto, in connection with any of the transactions contemplated by this
Agreement.


                                    ARTICLE V
                               SPECIAL PROVISIONS

           1.25 VOTING TRUST. The Controlling Shareholder are retaining shares
of common stock of the Company ("Retained Shares"). In connection therewith, at
the closing, the Shareholders agree to grant to Triad/or its designee an
irrevocable proxy for the 1,000,000 Retained Shares providing the right of Triad
to vote the shares on behalf of Controlling Shareholder for a period of six (6)
months after the Closing Date.

           1.26 Controlling Shareholder agree that the Retained Shares shall be
subject to a lock up whereby they shall not be entitled to sell the Retained
Shares for a period of six (6) months after the Closing Date, pursuant to
Section 5.5 below.

           1.27 SECURITIES LAW MATTERS. Triad is acquiring the Shares for its
account, and not with a view to any sale, distribution or disposition in
violation of any federal or state securities laws. Triad has been given the
opportunity to obtain any information or documents, and to ask questions and
receive answers about such documents which Triad deems necessary to evaluate the
merits and risks related to his investment in the Company and Triad understands
and has taken cognizance of all risk factors related to such transactions. Triad
acknowledges that the Shares will be characterized as "restricted securities"
under the federal securities laws since as they are being acquired directly in a
transaction not involving a public offering and that all certificates and
instruments evidencing the Shares will bear a restrictive legend substantially
similar to the following:

          THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
          REGISTERED OR QUALIFIED UNDER SECURITIES ACT OF 1933, AS
          AMENDED, OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE
          AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND
          QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL
          AND STATE SECURITIES OR BLUE SKY LAWS OR IF AN EXEMPTION
          FROM SUCH REGISTRATION OR QUALIFICATIONS IS APPLICABLE.

           1.28 SHAREHOLDER CONSENT; 10-DAY STANDSTILL.

           (1) Promptly after the Closing Date the Company agrees to solicit the
consent of at least a majority of its shareholders (the "Consenting
Shareholders") pursuant to a consent solicitation statement (the "Consent")
filed with the Securities Exchange Commission of 1934 (the "Commission") on


                                       10


<PAGE>



Schedule 14A, or any successor schedule thereto, promulgated by the Commission
under Section 14 of the Securities Exchange Act of 1934, as amended. The Consent
shall request the Consenting Shareholders to:

           (1) authorize an amendment to the Company's Articles of Incorporation
           (i) increasing the Company's authorized shares of common stock from
           100,000,000 to 200,000,0000, and, consequently, to increase the total
           number of shares of all classes of stock which the Company shall have
           authority to issue by 100,000,000,000, from 110,000,000 to
           210,000,000, (ii) changing the Company's name to "FuelNation, Inc."
           and (iii) changing the size of the Company's Board of Directors from
           the current authorized number of three members to a Board of
           Directors of between three and eleven members as determined from time
           to time by resolution of the Board of Directors; and

           (2) elect the Directors set forth on Schedule 3.4(b) hereto, to hold
office until the next annual meeting of shareholders and until their successors
have been elected.

           In addition, upon request of Triad, the Consent shall include any
such information as is set forth in Rule 14f-1 of the Exchange Act,
notwithstanding the applicability or inapplicability of such rule.

           (1) CONDUCT OF BUSINESS OF THE COMPANY AND THE COMPANY'S
SUBSIDIARIES. Unless otherwise consented to in writing and except as expressly
contemplated by this Agreement, during the period from the date of this
Agreement to the time the shareholder actions contemplated by Section 5.4(a)
have been obtained, neither the Company nor any of the Company's officers and
directors will take any action not in the ordinary course of business,
including, without limitation:

                (1) amend or propose to amend its Certificate of Incorporation
or Bylaws in any material respect;

                (2) authorize for issuance, issue, grant, sell, pledge, dispose
of or propose to issue, grant, sell, pledge or dispose of any shares of, or any
options, warrants, commitments, subscriptions or rights of any kind to acquire
or sell any shares of, the capital stock or other securities of the Company or
any of the Company's subsidiaries, including, but not limited to, any securities
convertible into or exchangeable for shares of stock of any class of the Company
or any of the Company's subsidiaries, except for the issuance of shares pursuant
to the exercise of any company stock options and/or company warrants outstanding
immediately following the execution of this Agreement in accordance with their
present terms;

                (3) split, combine or reclassify any shares of its capital stock
or declare, pay or set aside any dividend or other distribution (whether in
cash, stock or property or any combination thereof) in respect of its capital
stock, other than dividends to the holders of Preferred Shares in accordance
with the present terms of the Company Preferred Stock and dividends or
distributions to the Company or a subsidiary of the Company, or directly or
indirectly redeem, purchase or otherwise acquire or offer to acquire any shares
of its capital stock or other securities;

                (4) create, incur or assume any indebtedness for borrowed money
or issue any debt securities or make any loans;

                (5) assume, guarantee, endorse or otherwise become liable or
responsible (whether directly, indirectly, contingently or otherwise) for the
obligations of any person (other than the Company or a subsidiary of the
Company); (b) make any capital expenditures or make any advances or capital
contributions to, or investments in, any other person; (c) voluntarily incur any
material liability or obligation (absolute, accrued, contingent or otherwise);
or (d) sell, transfer, mortgage, pledge or otherwise dispose of, or encumber, or
agree to sell, transfer, mortgage, pledge or otherwise dispose of or encumber,
any assets or properties, real, personal or mixed, material to the Company and
its subsidiaries taken as a whole;

                (6) increase in any manner the compensation of any of its
officers or employees or enter into, establish, amend or terminate any
employment,


                                       11


<PAGE>



consulting, retention, change in control, collective bargaining, bonus or other
incentive compensation, profit sharing, health or other welfare, stock option or
other equity, pension, retirement, vacation, severance, deferred compensation or
other compensation or benefit plan, policy, agreement, trust, fund or
arrangement with, for or in respect of, any stockholder, officer, director,
employee, consultant or affiliate other than, in any such case referred to
above, as may be required by Law or as required pursuant to the terms of
agreements in effect immediately following the execution of this Agreement;

                (7) alter through merger, liquidation, reorganization,
restructuring or in any other fashion the corporate structure or ownership of
the Company or of any of its subsidiaries;

                (8) except as may be required as a result of a change in law or
as required by the SEC, change any of the accounting principles or practices
used by it;

                (9) make any tax election or settle or compromise any income tax
liability;

                (10) pay, discharge or satisfy any 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 with past practice of liabilities reflected or
reserved against in, or contemplated by, the financial statements (or the notes
thereto) of the Company;

                (11) directly or indirectly, solicit or encourage the initiation
of any inquiries or proposals regarding any merger, sale of assets, sale of
share of capital stock or securities convertible into capital stock, or similar
transactions involving the Company or any of its subsidiaries, or provide any
information to, or conduct discussions with, any third party with respect to any
of the foregoing;

                (12) waive, amend or allow to lapse any term or condition of any
confidentiality or standstill agreement to which the Company or any subsidiary
is a party; or

                (13) agree in writing or otherwise to take, any of the foregoing
actions or any action which would make any of the representations or warranties
of the Company contained in this Agreement untrue or incorrect in any material
respect.

           1.29 LOCK-UP AGREEMENT. The Controlling Shareholder agrees that,
without the prior written consent of Company and Triad, the undersigned will not
directly or indirectly, offer, sell, sell short, transfer, hypothecate, pledge,
or otherwise dispose of, and shall maintain a minimum of 1,000,000 shares of,
Common Stock or other securities convertible into or exchangeable or exercisable
for shares of Common Stock or derivatives of Common Stock (or to enter into any
agreement or transaction which is designed to effect, or could be expected to
result in, any such transaction) (each of the foregoing referred to as a
"Disposition") for the period through March 1, 2001. Included therein shall be
500,000 Free Trade and 500,000 Restricted Shares which shall also include the
shares held in escrow pursuant to section 8.1(b) below. Notwithstanding the
foregoing, the Controlling Stockholder may transfer any or all of the shares in
his name which exceed the amounts set forth above. In addition, Controlling
Shareholder further agrees to execute a further pledge or Lock-Up Agreement as
requested by Triad to confirm this restriction.

           1.30 FURTHER LOCK-UP AGREEMENT. In consideration of Triad's agreement
to contribute the Contributed Assets and consummate the transactions under this
Agreement and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Mel Adler and Renee Adler, for
themselves and for 444 Corp. agree that, without the prior written consent of
Triad and the Company, they will not, directly or indirectly, individually or
jointly, offer, sell, sell short, transfer, hypothecate, pledge, or otherwise
dispose of the shares of Common Stock or other securities convertible into or
exchangeable or exercisable for shares of Common Stock or derivatives of Common
Stock (or to enter into any agreement or transaction which is designed to
effect, or could be expected to result in, any such transaction) (each of the
foregoing referred to as a "Disposition") for the period through March 1, 2001.

           Notwithstanding the foregoing, such stockholders together may
transfer up to 100,000 shares of stock, without restriction and may transfer any
or all of the shares by gift, will or intestacy provided that it shall be a
condition to any such permitted transfer by gift, will or intestacy that the
transferee execute an agreement stating that the transferee is receiving, and


                                       12


<PAGE>



holding the securities subject to the provisions of this Lock-Up Agreement, and
there shall be no further transfer of such shares except in accordance with this
Lock-Up Agreement.



                                   ARTICLE VI
                        CONDITIONS TO TRIAD'S OBLIGATIONS

           6. CONDITIONS TO TRIAD'S OBLIGATIONS. Triad's obligation hereunder,
including those set forth under Sections 2.1 and 2.2 on the Closing Date is
conditioned upon satisfaction, at or prior to the Closing, of the following
conditions:

           1.31 TRUTH OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Controlling Shareholder and the Company, contained in this
Agreement or in any Schedule attached hereto shall be true and correct in all
respects on and as of the Closing Date, and each of the Controlling Shareholder
and the Company shall have delivered to Triad a certificate, dated the Closing
Date, to such effect.

           1.32 PERFORMANCE OF AGREEMENTS. All of the agreements of each of the
Controlling Shareholder and the Company to be performed prior to the Closing
pursuant to the terms of this Agreement shall have been duly performed in all
material respects, and each of the Controlling Shareholder and the Company shall
have delivered to Triad a certificate, dated the Closing Date, to such effect.

           1.33 OPINIONS OF THE CONTROLLING SHAREHOLDER AND THE LANGUAGE. The
Controlling Shareholder and the Company have furnished Triad with a favorable
opinion of counsel, dated the Closing Date, in form and substance reasonably
satisfactory to Triad and its counsel, providing that the Controlling
Shareholder and the Company have the full right and authority to transfer the
Shares to Triad.

           1.34 NO MATERIAL ADVERSE CHANGE. Prior to the Closing Date there
shall have been no material adverse change in the Condition of the Company and
the Controlling Shareholder and the Company shall have delivered to Triad a
certificate, dated the Closing Date, to such effect.

           1.35 NO LITIGATION THREATENED. No material action or proceedings
shall have been instituted or threatened before a court or other government body
or by any public authority to restrain or prohibit any of the transactions
contemplated hereby, and the Controlling Shareholder and the Company shall have
delivered to Triad a certificate, dated the Closing Date, to such effect.

           1.36 GOVERNMENTAL APPROVALS. All other governmental and third party
consents, waivers and approvals, if any, disclosed on any Schedule attached
hereto or necessary to permit the consummation of the transactions contemplated
by this Agreement shall have been received.

           1.37 RESIGNATION OF DIRECTORS AND OFFICERS. Each of the existing
Directors and Officers of the Company shall agree to resign and provide their
resignations as Directors and Officers to the Purchaser, upon request.

           1.38 PROCEEDINGS. All proceedings to be taken in connection with the
transactions contemplated by this Agreement and all documents incident thereto
shall be satisfactory in form and substance to Triad and its counsel, and Triad
shall have received copies of all such documents and other evidences as they or
their counsel may reasonably request in order to establish the consummation of
such transactions and the taking of all proceedings in connection therewith.



                                       13


<PAGE>




                                   ARTICLE VII
              CONDITIONS TO THE CONTROLLING SHAREHOLDER AND COMPANY

           7. CONDITIONS TO THE CONTROLLING SHAREHOLDER AND COMPANY OBLIGATIONS.
The transfer of the Shares by the Controlling Shareholder and the Company
pursuant to Section 2.1 on the Closing Date is conditioned upon satisfaction, at
or prior to such date, of the following conditions:

           1.39 TRUTH OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Triad contained in this Agreement shall be true and correct in all
respects on and as of the Closing Date.

           VII.5 PERFORMANCE OF AGREEMENTS. All of the agreements of Triad to be
performed prior to the Closing pursuant to the terms of this Agreement shall
have been duly performed in all material respects, and Triad shall have
delivered to the Controlling Shareholder and the Company a certificate, dated
the Closing Date, to such effect.

           1.40 GOVERNMENTAL APPROVALS. All other governmental consents and
approvals, if any, necessary to permit the consummation of the transactions
contemplated by this Agreement shall have been received.

           VII.6 PROCEEDINGS. All proceedings to be taken in connection with the
transactions contemplated by this Agreement and all documents incident thereto
shall be reasonably satisfactory in form and substance to the Controlling
Shareholder and the Company, and their counsel, and the Controlling Shareholder
and the Company shall have received copies of all such documents and other
evidences as they or their counsel may reasonably request in order to establish
the consummation of such transactions and the taking of all proceedings in
connection therewith.


                                  ARTICLE VIII
                  SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

           8. The representation and the warranties of the Controlling
Shareholder and the Company, on the one hand, and Triad, on the other hand,
contained in this Agreement or in any Schedule attached hereto shall survive the
closing for a period of two (2) years, except that the representations of the
Controlling Shareholder contained in Paragraphs 3.1, 3.2, 3.3 and 3.4 shall
survive the closing for the applicable statute of limitations.

           VIII.1 INDEMNIFICATION.

           (1) The Controlling Shareholder and the Company agree, jointly and
severally, to indemnify and hold Triad and its Affiliates and their respective
officers, directors, employees, agents and Affiliates and their respective
successors and assigns (each a "Purchaser Indemnified Party") harmless from
damages, losses, liabilities, obligations, claims of any kind, interest or
expenses (including, without limitation, reasonable attorneys' fees and
expenses) ("Loss") suffered or paid, directly or indirectly, as a result of, in
connection with or arising out of (i) the failure of any representation or
warranty made by each of the Controlling Shareholder and the Company, in this
Agreement (whether or not contained in Article III) or in any Schedule attached
hereto to be true and correct in all respects as of the date of this Agreement
and as of the Closing Date (without giving effect to any "materiality,"
"material adverse effect" or similar qualification), or (ii) any breach or
alleged breach by any of the Controlling Shareholder, of any of their covenants
or agreements contained herein.

           (2) Further, the truth and accuracy of the above representations and
warranties of the Seller and the Company shall also be secured by the pledge of
up to 750,000 Shares of the Company owned by Seller which shall be reduced
pursuant to the terms of the Pledge and Escrow Agreement and annexed hereto as
EXHIBIT 8.1(B).

           (3) Triad agrees to indemnify, defend and hold the Controlling
Shareholder and the Company, (each a "Stockholder Indemnitee") harmless from
Losses, suffered or paid, directly or indirectly, as a result of, in connection
with or arising out of (i) the failure of any representation or warranty made by
Triad in this Agreement (whether or not contained in Article IV) to be true and
correct in all respects as of the date of this Agreement and as of the Closing
Date and (ii) any breach or alleged breach by Triad of any of the covenants or
agreement contained herein.



                                       14


<PAGE>



(4) The obligations to indemnify and hold harmless pursuant to this Section 8.1
shall survive the consummation of the transactions contemplated by this
Agreement for a period of two (2) year period, subject to claims for
indemnification filed prior to the end of the two (2) year period being finally
resolved after the resolve of this period.

           VIII.2 THIRD PARTY CLAIMS. If a claim by a third party is made
against any Person entitled to indemnification pursuant to Section 8.1 hereof
(an "Indemnified Party"), and if such party intends to seek indemnity with
respect thereto under this Article VIII, such Indemnified Party shall promptly
notify the party obligated to indemnify such Indemnified Party (the
"Indemnifying Party") of such claims; PROVIDED, that the failure to so notify
shall not relieve the Indemnifying Party of its obligations hereunder, except to
the extent that the Indemnifying Party is actually and materially prejudiced
thereby. The Indemnifying Party shall have thirty days (30) after receipt of
such notice to assume the conduct and control, through counsel reasonably
acceptable to the Indemnified Party at the expense of the Indemnifying Party, of
the settlement or defense thereof; PROVIDED that (i) the Indemnifying Party
shall permit the Indemnified Party to participate in such settlement or defense
through counsel chosen by such Indemnified Party, provided that the fees and
expenses of such counsel shall be borne by such Indemnified Party and (ii) the
Indemnifying Party shall promptly assume and hold such Indemnified Party
harmless from and against the full amount of any Loss resulting therefrom. So
long as the Indemnifying Party is reasonably contesting any such claim in good
faith, the Indemnified Party shall not pay or settle any such claim.
Notwithstanding the foregoing, the Indemnified Party shall have the right to pay
or settle any such claim, provided that in such event it shall waive any right
to indemnity therefor by the Indemnifying Party for such claim unless the
Indemnifying Party shall have consented to such payment or settlement. If the
Indemnifying Party does not notify the Indemnified Party within 30 days after
the receipt of the Indemnified Party's notice of a claim of indemnity hereunder
that it elects to undertake the defense thereof, the Indemnified Party shall
have the right to contest, settle or compromise the claim but shall not thereby
waive any right to indemnity therefor pursuant to this Agreement. The
Indemnifying Party shall not, except with the consent of the Indemnified Party,
enter into any settlement that does not include as an unconditional term thereof
the giving by the Person or Persons asserting such claim to all Indemnified
Parties of an unconditional release from all liability with respect to such
claim or consent to entry of any judgment.


                                   ARTICLE IX
                           TERMINATION AND ABANDONMENT

           1.41 TERMINATION. This Agreement may be terminated and the
transactions contemplated hereby may be abandoned, at any time prior to the
Closing:

           (1) by mutual consent of the Controlling Shareholder and the Company,
on the one hand, and of Triad, on the other hand;

           (2) by Triad, if Shareholder consent and the Closing shall not have
occurred by September 29, 2000; PROVIDED, that the right to terminate this
Agreement under this Section 9.1(b) shall not be available to Triad if their
failure to fulfill any of their obligation under this Agreement shall be the
cause of the failure of the Closing to occur on or before such date; or

           (3) by either the Controlling Shareholder and the Company, on the one
hand, or Triad, on the other hand, if there has been a material breach of any
covenant or a material breach of any representation or warranty of Triad, the
Controlling Shareholder, or the Company, respectively.

           1.42 EFFECT OF TERMINATION. In the event of the termination of this
Agreement pursuant to Section 9.1 by Triad, on the one hand, or by the
Controlling Shareholder, on the other hand, written notice thereof shall
forthwith be given to the other parties specifying the provision hereof pursuant
to which such termination is made, and this Agreement shall be terminated and
there shall be no liability under this Agreement on the part of any Party
hereto. Nothing in this Section 9.2 shall relieve any party of liability for any
willful breach of this Agreement, nor invalidate the Warrants issued by the
Company to the Purchaser, as the Holder named therein, pursuant to a separate
Warrant Agreement dated September 12, 2000, which shall remain in full force and
effect and shall not be effected by termination of this Agreement.



                                       15


<PAGE>



                                    ARTICLE X
                                   ARBITRATION

           1.43 NATURE OF THE DISPUTE. Any dispute arising out of or relating to
this Agreement, including without limitation, the interpretation of any
provision of this Agreement or the breach, termination or invalidity of this
Agreement (a "Dispute") shall be settled exclusively and finally by arbitration.
It is specifically understood and agreed that any Dispute may be submitted to
arbitration irrespective of the magnitude thereof, the amount in controversy or
whether such Dispute would otherwise be considered justifiable or ripe for
resolution by a court.

           1.44 RULES OF ARBITRATION. The Arbitration shall be conducted in
accordance with the Rules of Arbitration of the American Arbitration Association
("AAA") as in effect on the date of this Agreement (the "AAA Rules"), except to
the extent that the AAA Rules conflict with the provisions of this Section 10.2,
in which event the provisions of this Section 10.2 shall control.

           1.45 ARBITRATION PROCEDURE. The arbitral tribunal shall consist of
three (3) arbitrators. The parties agree that the choice of arbitrators shall be
as follows: (i) if there are only two sides to a Dispute, one arbitrator shall
be appointed by each side and the third shall be selected by the two
party-appointed arbitrators or, failing agreement, by the AAA, in accordance
with the AAA Rules, or (ii) if there are more than two sides to a Dispute, then
the three arbitrators shall be appointed by the parties to the Dispute in
accordance with the AAA Rules established for the appointment of a sole
arbitrator. If the parties are not able to agree on all three arbitrators then
the AAA shall appoint the remaining one, two or three arbitrators.

           1.46 LOCATION; LANGUAGE. The arbitration shall be conducted in Fort
Lauderdale, Florida, or such other place in the United States of America as
mutually agreed by the parties to the arbitration proceeding.

           1.47 BINDING DECISION AND AWARD. Any decision or award of the
arbitral tribunal shall be final and binding upon the parties to the arbitration
proceeding. The parties hereby waive to the extent permitted by law any rights
to appeal or to review of such award by any court or tribunal. The parties agree
that the arbitral award may be enforced against the parties to the arbitration
proceeding or their assets wherever they may be found and that a judgment upon
the arbitral, and that the arbitrator(s) may award attorneys' fees and costs to
the prevailing party.


                                   ARTICLE XI
                                  MISCELLANEOUS

           1.48 EXPENSES. The parties hereto shall pay all of their own expenses
relating to the transactions contemplated by this Agreement, including, without
limitation, the fees and expenses of their respective counsel and financial
advisers.

           1.49 GOVERNING LAW. The interpretation and construction of this
Agreement, and all matters relating hereto, shall be governed by the laws of the
State of Florida applicable to agreements executed and to be performed solely
within such State.

           1.50 PUBLICITY. Except as otherwise required by law, none of the
parties hereto shall issue any press release or make any other public statement,
in each case relating to, connected with or arising out of this Agreement or the
matters contained herein, without obtaining the prior approval of Triad on the
one hand and of the Controlling Shareholder and the Company on the other hand,
to the contents and the manner of presentation and publication thereof.

           1.51 NOTICES. Any notice or other communication required or permitted
under this Agreement shall be sufficiently given if delivered in person or sent
by telecopy or by registered or certified mail, postage prepaid, addressed as
follows:


                                       16


<PAGE>



           If to the Controlling Shareholder:



<PAGE>


                 Russell Adler
                 8881 North Lake Dasha Drive
                 Plantation, Florida 33324
                 Telephone No.  (954) 424-0200
                 Telecopier No.  (954) 474-3712

           with copies to:

                 Charles Pearlman, Esq.
                 Atlas and Pearlman
                 350 East Las Olas Blvd., Suite 1700
                 Ft. Lauderdale, Florida 33301
                 Telephone No.  (954) 766-7807
                 Telecopier No.  (954) 766-7800

           If to Triad to:

                 Chris Salmonson
                 Triad Petroleum, LLC
                 1700 N. Dixie Highway, Suite 125
                 Boca Raton, Florida 33432
                 Telephone No.  (561) 391-2399
                 Telecopier No.  (561) 391-4618

           With a copy to:

                  Fieldstone Lester Shear & Denberg
                  First Union Financial Center
                  201 Alhambra Circle, Suite 601
                  Coral Gables, Florida  33134
                  Telephone No.  (305) 357-1001
                  Telecopier No.  (305) 357-1002
                  Attention:  Ronald R. Fieldstone


           1.52 PARTIES IN INTEREST. This Agreement may not be transferred,
assigned, pledged or hypothecated by any party hereto, other than by operation
of law. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, executors, administrators,
successors and permitted assigns.

           1.53 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute one instrument.

           1.54 ENTIRE AGREEMENT. This Agreement, including the other documents
referred to herein which form a part hereof, contains the entire understanding
of the parties hereto with respect to the subject matter contained herein and
therein. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.

           1.55 AMENDMENTS. This Agreement may not be changed orally, but only
by an agreement in writing signed by each party hereto.

           1.56 SEVERABILITY. In case any provision in this Agreement shall be
held invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions hereof will not in any way be
affected or impaired thereby.



                                       17


<PAGE>


           1.57 THIRD PARTY BENEFICIARIES. Each party hereto intends that this
Agreement shall not benefit or create any right or cause of action in or on
behalf of any Person other than the parties hereto.

           1.58 FACSIMILE SIGNATURES. This Agreement may be executed by
facsimile signatures which shall have the same force and effect as if an
original signature.






                                       18



<PAGE>


           IN WITNESS WHEREOF, each of Triad, the Controlling Shareholder and
the Company has caused its corporate name to be hereunto subscribed by its
officer thereunto duly authorized, and each of the Controlling Shareholder have
signed this Agreement, all as of the day and year first above written.

                                         TRIAD PETROLEUM, LLC


                                         By:
                                              ----------------------------------
                                                    Chris Salmonson


                                         CONTROLLING SHAREHOLDER:


                                         By:
                                              ----------------------------------



                                         By:
                                              ----------------------------------



                                         THE COMPANY

                                         REGENESIS HOLDINGS, INC:


                                         By:
                                              ----------------------------------
                                                    Russell Adler, President


                                         AGREED AS TO SECTION 5.5:
6
                                         By:
                                              ----------------------------------
                                                    Renee Adler

                                         By:
                                              ----------------------------------
                                                    Mel Adler



                                       19



<PAGE>



                                  SCHEDULE 3.2


                                  CAPITAL STOCK


               Actual #             SUBJECT TO REVERSES:       EFFECTIVE SHARES
                                    ------------------------   ----------------

           1.  3,125,625 COM        1 to 3.                           *

           2.  4,666,772 NCOM       20 to 1                           *

           3.  2,050 NEW            ?                                 *

           4.  To Be Issued new common                                *

               * To be supplied by the transfer agent


                                                              ------------------
                                                     Total     6,000,000 or less
                                                     ===========================



<PAGE>



                                  SCHEDULE 3.3


<TABLE>
<CAPTION>

                              OPTIONS AND WARRANTS


    NAME                AMOUNT              PRICE           EXPIRATION DATE

<S>                     <C>                 <C>             <C>
1.  JW Genesis          250,00              $2.50           November, 2004
2.  Equity Group        72,000              $2.50           March 7, 2005
                        72,000              $5.00           March 7, 2005
                        72,000              $7.50           March 7, 2005
</TABLE>






<PAGE>



                                 SCHEDULE 3.4(A)


                        DUE AUTHORIZATION; ENFORCEABILITY



           Shareholder Consent pursuant to Section 14(c)(2) of the SEC Exchange
Act.


<PAGE>



                                 SCHEDULE 3.4(B)


                             DIRECTORS AND OFFICERS

           CURRENT BOARD OF DIRECTORS:          CURRENT OFFICERS:
           --------------------------           ----------------

           1.  Russell Adler                    Russell Adler, CEO
           2.  Edwin Ruh                        Joel F. Brownstein, CFO
           3.  Joel F. Brownstein


           To be added:

           4.  Chris Salmonson
           5.  Robert Simmons













<PAGE>



                                  SCHEDULE 3.5


                                  SUBSIDIARIES


                                      None



<PAGE>



                                  SCHEDULE 3.11

                                MATERIAL CONTRACT


           1.  JW Genesis

           2.  Equity Group

           3.  Edwin Roh Consulting Agreement

           4.  Miami Beach lease to be canceled








<PAGE>



                                  SCHEDULE 3.12


                      CONSENTS AND APPROVALS; NO VIOLATIONS


                                      None


           Other than SEC filing of 10Q for June, 2000



















<PAGE>



                                  SCHEDULE 3.15


                               LIST OF LIABILITIES




















<PAGE>



                                  SCHEDULE 3.16


                           LIST OF INSURANCE COVERAGES


           To be supplied by Company


















<PAGE>



                                  SCHEDULE 3.17


                         LIST OF INTELLECTUAL PROPERTIES



                                      None













<PAGE>



                                  SCHEDULE 8.1


                                ESCROW AGREEMENT








<PAGE>