AGREEMENT AND PLAN OF REORGANIZATION



                               DATED JULY 19, 2001



                             FOR THE ACQUISITION OF



                                   KEYCOM, INC
                                (AND SUBSIDIARIES)


                                       BY



                          EMERGENT FINANCIAL GROUP, INC.


<PAGE>
                      AGREEMENT AND PLAN OF REORGANIZATION

                                Table of Contents
                                                                            Page

Section 1:  Defined  Terms . . . . . . . . . . . . . . . . . . . . . . . .     2
Section 2:  The  Merger. . . . . . . . . . . . . . . . . . . . . . . . . .     6
Section 3:  Representations  of  KeyCom. . . . . . . . . . . . . . . . . .     6
    3.1       Organization . . . . . . . . . . . . . . . . . . . . . . . .     6
    3.2       Effect  of  Agreement. . . . . . . . . . . . . . . . . . . .     7
    3.3       Capital  Stock  and  Ownership . . . . . . . . . . . . . . .     7
    3.4       Financial  and  Corporate  Records . . . . . . . . . . . . .     8
    3.5       Compliance  with  Law. . . . . . . . . . . . . . . . . . . .     8
    3.6       Financial  Statements. . . . . . . . . . . . . . . . . . . .     9
    3.7       Assets . . . . . . . . . . . . . . . . . . . . . . . . . . .     9
    3.8       Obligations. . . . . . . . . . . . . . . . . . . . . . . . .     9
    3.9       Operations  Since  October  31,  2000. . . . . . . . . . . .     9
    3.10      Accounts  Receivable . . . . . . . . . . . . . . . . . . . .    10
    3.11      Tangible  Property . . . . . . . . . . . . . . . . . . . . .    10
    3.12      Real  Property . . . . . . . . . . . . . . . . . . . . . . .    10
    3.13      Environmental. . . . . . . . . . . . . . . . . . . . . . . .    11
    3.14      Software  and  Other  Intangibles. . . . . . . . . . . . . .    12
    3.15      Contracts. . . . . . . . . . . . . . . . . . . . . . . . . .    12
    3.16      Employees  and  Independent  Contractors . . . . . . . . . .    13
    3.17      Employee  Benefit  Plans . . . . . . . . . . . . . . . . . .    14
    3.18      Customers,  Prospects  and  Suppliers. . . . . . . . . . . .    15
    3.19      Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . .    16
    3.20      Proceedings  and  Judgments. . . . . . . . . . . . . . . . .    16
    3.21      Insurance. . . . . . . . . . . . . . . . . . . . . . . . . .    16
    3.22      Questionable  Payments . . . . . . . . . . . . . . . . . . .    17
    3.23      Related  Party  Transactions . . . . . . . . . . . . . . . .    17
    3.24      Brokerage  Fees. . . . . . . . . . . . . . . . . . . . . . .    17

    3.26      Full  Disclosure . . . . . . . . . . . . . . . . . . . . . .    18

Section 4:  Representations  of  Emergent  and  Newco. . . . . . . . . . .    18
    4.1       Organization . . . . . . . . . . . . . . . . . . . . . . . .    18
    4.2       Agreement. . . . . . . . . . . . . . . . . . . . . . . . . .    18
    4.3       Emergent's  Stock. . . . . . . . . . . . . . . . . . . . . .    19
    4.4       SEC  Filings . . . . . . . . . . . . . . . . . . . . . . . .    19
    4.5       Authorization  for  Emergent  Common  Stock. . . . . . . . .    19
    4.6       Investment  Matters. . . . . . . . . . . . . . . . . . . . .    19
    4.7       Brokerage  Fees. . . . . . . . . . . . . . . . . . . . . . .    19
    4.8       Compliance  with  Law. . . . . . . . . . . . . . . . . . . .    19
    4.9       Full  Disclosure . . . . . . . . . . . . . . . . . . . . . .    19


<PAGE>
Section 5:  Certain  Obligations  of  KeyCom  Pending  Closing . . . . . .    20
    5.1       Conduct  of  Business. . . . . . . . . . . . . . . . . . . .    20
    5.2       Emergent's  Due  Diligence  Investigation. . . . . . . . . .    21
    5.3       Consents . . . . . . . . . . . . . . . . . . . . . . . . . .    21
    5.4       Acquisition  Proposals . . . . . . . . . . . . . . . . . . .    21
    5.5       Advice  of  Changes. . . . . . . . . . . . . . . . . . . . .    22
    5.6       Reasonable  Best  Efforts. . . . . . . . . . . . . . . . . .    22
Section 6:  Certain Obligations of Emergent and Newco Pending Closing. . .    22
    6.1       Corporate  Status. . . . . . . . . . . . . . . . . . . . . .    22
    6.2       KeyCom  Due  Diligence  Investigation. . . . . . . . . . . .    22
    6.3       Consents . . . . . . . . . . . . . . . . . . . . . . . . . .    22
    6.4       SEC  Reports . . . . . . . . . . . . . . . . . . . . . . . .    23
    6.5       Advice  of  Changes. . . . . . . . . . . . . . . . . . . . .    23
    6.6       Reasonable  Best  Efforts. . . . . . . . . . . . . . . . . .    23
    6.7       Investments. . . . . . . . . . . . . . . . . . . . . . . . .    25
Section 7:  Additional  Covenants  of  the  Parties. . . . . . . . . . . .    23
    7.1       KeyComShareholder's  Meeting . . . . . . . . . . . . . . . .    23
    7.2       Tax  Free  Reorganization. . . . . . . . . . . . . . . . . .    25

Section 8:  Conditions  Precedent  to  KeyCom's  Closing  Obligations. . .    23
    8.1       Approval  of  KeyCom  Shareholders . . . . . . . . . . . . .    25
    8.6       Adverse  Changes . . . . . . . . . . . . . . . . . . . . . .    24
Section 9:  Conditions Precedent to Emergent's and Newco's Closing
              Obligations. . . . . . . . . . . . . . . . . . . . . . . . .    24
    9.1       Approval  of  the  KeyCom  Shareholders. . . . . . . . . . .    24
    9.2       Dissenting  and  other  KeyCom  Shareholders . . . . . . . .    24
    9.3       KeyCom's  Representations. . . . . . . . . . . . . . . . . .    24
    9.4       KeyCom's  Performance. . . . . . . . . . . . . . . . . . . .    24
    9.5       Absence  of  Proceedings . . . . . . . . . . . . . . . . . .    24
    9.6       Adverse  Changes . . . . . . . . . . . . . . . . . . . . . .    25
    9.7       Audit. . . . . . . . . . . . . . . . . . . . . . . . . . . .    27
Section 10: Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . .    25
    10.1      Closing. . . . . . . . . . . . . . . . . . . . . . . . . . .    25
    10.2      KeyCom's  Obligations  at  Closing . . . . . . . . . . . . .    25
    10.3      Emergent's  and  Newco's  Obligations  at  Closing . . . . .    26
Section 11: Certain  Obligations  and  Rights  after  Closing. . . . . . .    27
    11.1      Cooperation with Emergent and the Surviving Corporation. . .    30

Section 12: Indemnification. . . . . . . . . . . . . . . . . . . . . . . .    28
    12.1      Indemnification. . . . . . . . . . . . . . . . . . . . . . .    28
    12.2      Indemnification  Procedures. . . . . . . . . . . . . . . . .    33
    12.3      Limits  on  Indemnification. . . . . . . . . . . . . . . . .    29


<PAGE>
    12.4      Exceptions . . . . . . . . . . . . . . . . . . . . . . . . .    30

Section 13: Other  Provisions. . . . . . . . . . . . . . . . . . . . . . .    30
    13.1      Termination. . . . . . . . . . . . . . . . . . . . . . . . .    30
    13.2      Publicity. . . . . . . . . . . . . . . . . . . . . . . . . .    30
    13.3      Fees  and  Expenses. . . . . . . . . . . . . . . . . . . . .    30
    13.4      Notices. . . . . . . . . . . . . . . . . . . . . . . . . . .    33
    13.5      Survival  of  epresentations.andCovenants. . . . . . . . . .    33
    13.6      Interpretation  of  Representations. . . . . . . . . . . . .    34
    13.7      Reliance  by  Emergent  and  Newco . . . . . . . . . . . . .    34
    13.8      Entire  nderstanding . . . . . . . . . . . . . . . . . . . .    34
    13.9      Parties  in  Interest. . . . . . . . . . . . . . . . . . . .    34
    13.10     Waivers. . . . . . . . . . . . . . . . . . . . . . . . . . .    34
    13.11     Severability . . . . . . . . . . . . . . . . . . . . . . . .    34
    13.12     Counterparts . . . . . . . . . . . . . . . . . . . . . . . .
    13.13     Section  Headings. . . . . . . . . . . . . . . . . . . . . .
    13.14     References . . . . . . . . . . . . . . . . . . . . . . . . .
    13.15     Controlling  Law . . . . . . . . . . . . . . . . . . . . . .
    13.16     Arbitration. . . . . . . . . . . . . . . . . . . . . . . . .    32
    13.17     No  Third-Party  Beneficiaries . . . . . . . . . . . . . . .
    13.18     Nature  of  Transactions . . . . . . . . . . . . . . . . . .
    13.19     Bankruptcy  and  Equitable  Qualifications . . . . . . . . .    33
    13.20     Construction . . . . . . . . . . . . . . . . . . . . . . . .


<PAGE>
                      AGREEMENT AND PLAN OF REORGANIZATION

Parties:              KeyCom,  Inc.
                      a  Delaware  Corporation
                      5707  Corsa  Avenue,  Suite  103
                      Westlake  Village,  CA91362

                      Emergent  Financial  Group,  Inc.
                      a  Delaware  corporation  ("Emergent")
                      232-10711 Cambie  Road
                      Richmond,  BC  V6X3G5

                      KeyCom  Holding  Corporation
                      a  Delaware  corporation  ("Newco")
                      232-10711 Cambie  Road
                      Richmond,  BC  V6X3G5


Date:  July  19,  2001

                                    RECITALS

     WHEREAS,  KeyCom  is a technology-based financial services company that has
developed  proprietary software systems necessary to permit standard credit card
merchant  terminals  to  receive,  record  and  dispatch transaction information
permitting  the  remittance  of  cash  at  the  point of sale and the subsequent
transmittal  of  cash  domestically  or  internationally  principally  using the
Internet;

     WHEREAS,  Emergent  is a publicly traded specialty merchant banking company
which  seeks  investment  in  niche  financial  services  companies;

     WHEREAS,  Emergent,  or certain Emergent shareholders, have assisted in the
development of certain components of the systems of KeyCom including specialized
programming  services  and  have  provided KeyCom access to capital as described
herein;

     WHEREAS,  KeyCom has completed its market proof-of-concept and has launched
its  services and now requires additional capital necessary for the introduction
of  its  technology and services to market and Emergent has agreed to provide or
arrange  for  such  capital  as  detailed  herein;

     WHEREAS, Emergent or its affiliates have previously paid KeyCom one hundred
and  fifty  thousand dollars for a one-year option to acquire all of the capital
stock  of KeyCom and the parties have determined to exercise such option through
the  delivery  of  the  preferred  stock  described  herein  and  through  such
combination the parties intend to finance and develop the KeyCom cash remittance
business  model;


<PAGE>
     WHEREAS,  the parties desire that KeyCom be merged with and into Newco (the
"Merger") on the terms and subject to the conditions set forth in this Agreement
and  Plan  of  Reorganization  (the  "Agreement")  and the Agreement and Plan of
Merger  dated  this  date  and  designated  as  Exhibit  A  hereto (the "Plan").

     WHEREAS,  the  Board  of Directors of KeyCom has determined that the Merger
and  the  other  transactions  contemplated  by  this  Agreement  and  the  Plan
(collectively  the  "Transactions")  are  advisable and in the best interests of
KeyCom and its shareholders.  The respective Boards of Directors of Emergent and
Newco, a newly formed, wholly owned subsidiary of Emergent, have determined that
the  Transactions are advisable and in the best interests of  Emergent and Newco
and  their  respective  shareholders.

     Intending  to  be  legally bound, in consideration of the mutual agreements
contained herein and subject to the satisfaction of the terms and conditions set
forth  herein,  the  parties  hereto  agree  as  follows:

     Section  1:  Defined  Terms

     Certain  defined  terms used in this Agreement and not specifically defined
in  context  are  defined  in  this  Section  1,  as  follows:

     1.1     "Accounts  Receivable"  means  (a)  any  right to payment for goods
sold,  leased  or  licensed or for services rendered, whether or not it has been
earned  by  performance,  whether  billed  or unbilled, and whether or not it is
evidenced  by any Contract (as defined in Section 1.7); (b) any note receivable;
or  (c)  any  other  receivable  or  right  to  payment  of  any  nature.

     1.2     "Acquired  Companies"  means  KeyCom and any subsidiaries of KeyCom
including  KeyCom,  Partners,  a  joint  venture between KeyCom, Inc and certain
joint  venturers

     1.3     "Asset"  means  any  real,  personal, mixed, tangible or intangible
property  of  any  nature,  including  Cash  Assets (as defined in Section 1.4),
prepayments,  deposits,  escrows,  Accounts  Receivable,  Tangible  Property (as
defined  in Section 1.31), Real Property (as defined in Section  1.28), Software
(as  defined  in  Section  1.30),  Contract  Rights (as defined in Section 1.9),
Intangibles  (as  defined  in Section  1.19) and goodwill, and claims, causes of
action  and  other  legal  rights  and  remedies.

     1.4     "Cash  Asset"  means  any  cash  on  hand,  cash  in  bank or other
accounts, readily marketable securities, and other cash-equivalent liquid assets
of  any  nature.

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

     1.6     "Consent"  means  any consent, approval, order or authorization of,
or  any  declaration, filing or registration with, or any application, notice or
report  to, or any waiver by, or any other action (whether similar or dissimilar
to any of the foregoing) of, by or with, any Person (as defined in Section1.26),
which is necessary in order to take a specified action or actions in a specified
manner  and/or  to  achieve  a  specified  result.


<PAGE>
     1.7     "Contract"  means  any  written  or  oral  contract,  agreement,
instrument,  order,  arrangement,  commitment  or  understanding  of any nature,
including  sales  orders,  purchase  orders,  leases, subleases, data processing
agreements,  maintenance  agreements, license agreements, sublicense agreements,
loan  agreements,  promissory  notes,  security  agreements,  pledge agreements,
deeds,  mortgages,  guaranties,  indemnities, warranties, employment agreements,
consulting  agreements,  sales  representative  agreements,  joint  venture
agreements,  buy-sell  agreements,  options  or  warrants.

     1.8     "Contract  Right"  means  any  right, power or remedy of any nature
under  any  Contract,  including  rights  to  receive  property  or  services or
otherwise  derive  benefits  from  the  payment,  satisfaction or performance of
another  party's Obligations (as defined in Section 1.24), rights to demand that
another  party accept property or services or take any other actions, and rights
to  pursue  or  exercise  remedies  or  options.

     1.9     "Employee  Benefit Plan" means any employee benefit plan as defined
in  Section  3(3)  of  the  Employee  Retirement Income Security Act of 1974, as
amended  ("ERISA"),  and  any  other plan, program, policy or arrangement for or
regarding  bonuses,  commissions,  incentive  compensation, severance, vacation,
deferred  compensation,  pensions,  profit sharing, retirement, payroll savings,
stock  options,  stock  purchases, stock awards, stock ownership, phantom stock,
stock  appreciation  rights,  medical/dental  expense  payment or reimbursement,
disability  income  or  protection,  sick  pay, group insurance, self insurance,
death  benefits,  employee  welfare  or  fringe  benefits of any nature; but not
including  employment  Contracts  with  individual  employees.

     1.10     "Encumbrance"  means any lien, security interest, pledge, right of
first  refusal,  mortgage,  easement,  covenant,  restriction,  reservation,
conditional  sale,  prior  assignment,  or  other  encumbrance, claim, burden or
charge  of  any  nature.

     1.11     "Environmental  Laws" means all applicable Laws (including consent
decrees  and  administrative orders) relating to pollution and the protection of
the  environment,  including  those  governing  the  use,  generation, handling,
storage  and  disposal or cleanup of Hazardous Substances (as defined in Section
1.14),  all  as  amended.

     1.12     "Exchange  Act" means the Federal Securities Exchange Act of 1934,
as  amended.

     1.13     "GAAP"  means  generally  accepted  accounting  principles  under
current  United  States  accounting rules and regulations, consistently applied.

     1.14     "Hazardous  Substances"  means  any substance, waste, contaminant,
pollutant  or  material  that  has  been  determined by Law or any United States
federal  government authority, or any state or local government authority having
jurisdiction  over  any  Real  Property  owned,  leased  or used by the Acquired
Companies, to be capable of posing a risk of injury or damage to health, safety,
property or the environment, including (a) all substances, wastes, contaminants,
pollutants  and  materials  defined,  designated  or  regulated  as  hazardous,
dangerous  or  toxic pursuant to any Law of any state in which any Real Property
owned, leased or used by the Acquired Companies, is located or any United States
Law, and (b) asbestos, polychlorinated biphenyls ("PCB's"), petroleum, petroleum
products  and  urea  formaldehyde.


<PAGE>
     1.15     "including"  means  including  but  not  limited  to.

     1.16     "Emergent  Common  Stock"  means shares of common stock, par value
$0.001 per  share,  of  Emergent.

     1.17     Emergent  Preferred  Stock  means  Series E Senior Preferred Stock
     "Emergent  Management"  means  those individuals set forth on Exhibit 1.17.

     1.18     "Insurance  Policy" means any public liability, product liability,
general  liability,  comprehensive,  property  damage,  vehicle, life, hospital,
medical,  dental,  disability,  worker's  compensation,  key man, fidelity bond,
theft,  forgery,  errors  and  omissions, directors' and officers' liability, or
other  insurance  policy  of  any  nature.

     1.19     "Intangible"  means  any  name,  corporate  name, fictitious name,
brand  name,  product  name,  slogan,  design, logo, formula, invention, product
right, technology or other intangible asset of any nature, whether in use, under
development or design, or inactive including without limitation all Intellectual
Property  Rights.  "Intellectual  Property  Rights"  shall  mean  all rights and
interests (throughout the universe, in all media, now existing or created in the
future,  and  for the entire duration of such rights) arising under statutory or
common  law,  contract,  or  otherwise, and whether or not perfected, including,
without  limitation all: (i) copyrights, and all registrations, applications for
registration  and  licenses  therefore,  together with ancillary rights thereto;
(ii)  trademarks,  trade  names,  service  marks,  service  names, domain names,
published  telephone numbers, logos, slogans and any abbreviations or variations
thereto,  and  all  registrations,  applications  for  registration and licenses
therefore,  and  any  attendant  goodwill  together  with  all  ancillary rights
thereto; (iii) issued or pending patents and all registrations, applications for
registration,  reissues,  divisions,  continuations,  continuations-in-part,
renewals  and  extensions  thereof  and  licenses  therefore,  together with all
ancillary  rights  thereto;  (iv)  trade  secrets  and  know-how,  designs,
improvements,  formulae, discoveries, inventions, concepts, ideas, scientific or
other  technical  information  and  procedures,  legal,  financial  or  business
affairs,  markets,  products,  key  personnel, suppliers, customers, prospective
customers,  policies or operational methods, plans for future development, other
information  possessed  which  is  not  readily available to the public, and all
copies  of the foregoing, regardless of form; (v) the Software, except for third
party  Software  linked  to  or accessible through a website or located on third
party  websites;  and  (vi) all contracts with government or commercial agencies
and  all  licenses,  permits,  filings, authorizations, approvals, or indicia of
authority  issued  by  any  government  branch,  department,  commission, board,
bureau,  agency  or  other  instrumentality  of  the  United States, any foreign
government  or  any  state  of  political  subdivision  thereof.

     1.20     "Judgment"  means  any  order,  writ, injunction, citation, award,
decree  or  other judgment of any nature of any foreign, federal, state or local
court,  governmental  body,  administrative  agency,  regulatory  authority  or
arbitration  tribunal.

     1.21     "to  the  knowledge of KeyCom" means that none of the directors or
officers  of  any  of the Acquired Companies has any actual knowledge, after due
inquiry,  that  the  statement  made  is  incorrect.


<PAGE>
     1.22     "Law"  means any provision of any foreign, federal, state or local
law, statute, ordinance, charter, constitution, treaty, code, rule or regulation
(including  those  of self-regulatory organizations such as the NASD (as defined
in  Section  1.23)).

     1.23     "NASD"  means the National Association of Securities Dealers, Inc.

     1.24     "Obligation"  means  any  debt,  liability  or  obligation  of any
nature,  whether  secured,  unsecured,  recourse,  no  recourse,  liquidated,
unliquidated,  accrued, absolute, fixed, contingent, ascertained, unascertained,
known,  unknown  or  otherwise.

     1.25     "Permit"  means  any  license,  permit,  approval,  waiver, order,
authorization,  right  or  privilege of any nature, granted, issued, approved or
allowed  by  any  foreign,  federal,  state  or  local  governmental  body,
administrative  agency  or  regulatory  authority.

     1.26     "Person" means any individual, sole proprietorship, joint venture,
partnership,  corporation,  limited liability company, partnership, association,
cooperative, trust, estate, governmental body, administrative agency, regulatory
authority  or  other  entity  of  any  nature.

     1.27     "Proceeding"  means  any  demand, claim, suit, action, litigation,
investigation,  arbitration,  administrative  hearing or other proceeding of any
nature.

     1.28     "Real  Property"  means  any  real  estate,  land,  building,
condominium,  town  house,  structure  or other real property of any nature, all
shares  of  stock  or  other  ownership  interests in cooperative or condominium
associations  or  other  forms  of ownership interest through which interests in
real  estate  may  be  held,  and  all appurtenant and ancillary rights thereto,
including  easements,  covenants, water rights, sewer rights and utility rights.

     1.29     "SEC"  means the United States Securities and Exchange Commission.

     1.30     "Software"  means  any  computer  program,  operating  system,
applications  system,  firmware  or software of any nature, whether operational,
under  development  or  inactive,  including  all  HTML  code, CGI scripts, Java
applets,  digital content, programming, documentation, network configurations, a
reasonably  detailed  description of the process required to build such computer
software,  any  proprietary tools or files owned that are required to build such
computer  software,  as  well  as a description of all tools and files not owned
that  are  required  to  build  such  computer  software  and any modifications,
enhancements,  improvements,  updates,  upgrades,  new  releases,  revisions,
refinements  or  revisions  thereto,  whether  in  analog, digital, source code,
object  code,  or other form, in each case to the extent required for or used in
the  performance  of  the  business  as  conducted  in  the past or as currently
conducted,  object code, source code, databases, technical manuals, user manuals
and  other documentation therefor, whether in machine-readable form, programming
language or any other language or symbols, and whether stored, encoded, recorded
or  written  on  disk,  tape,  film,  memory device, paper or other media of any
nature.

     1.31     "Tangible  Property"  means  any  furniture,  fixtures,  leasehold
improvements,  vehicles,  office equipment, computer equipment, other equipment,
machinery,  tools,  forms,  supplies  or other tangible personal property of any
nature.


<PAGE>
     1.32     "Tax"  means  (a)  any  foreign,  federal,  state or local income,
earnings,  profits,  gross receipts, franchise, capital stock, net worth, sales,
use, value added, occupancy, general property, real property, personal property,
intangible  property, transfer, fuel, excise, payroll, withholding, unemployment
compensation,  social  security,  retirement or other tax of any nature; (b) any
foreign,  federal,  state  or  local organization fee, qualification fee, annual
report  fee,  filing fee, occupation fee, assessment, sewer rent or other fee or
charge  of  any  nature; or (c) any deficiency, interest or penalty imposed with
respect  to  any  of  the  foregoing.

                              Section 2: The Merger

     Subject  to the terms and conditions of this Agreement and the Plan, KeyCom
shall  be merged with and into Newco (the "Surviving Corporation") in accordance
with  the  provisions  of  this  Agreement  and the provisions of the Plan.  The
closing of the Merger and the other Transactions shall take place on the Closing
Date  (as  defined in Section 10.1) and shall be effective on the Effective Date
(as  defined  in  Section  10.1).

                      Section 3: Representations of KeyCom

     Knowing that Emergent and Newco rely thereon and except as set forth in the
Schedules  delivered  by  KeyCom  to  Emergent  prior  to  the  execution of the
Agreement (and subject to Section 5.6 hereof), KeyCom represents and warrants to
Emergent  and  Newco  as of the date of this Agreement and the Closing Date, and
covenants with  Emergent and Newco, as set forth below in each provision of this
Section  3.

     3.1     Organization.  Each of the Acquired Companies is a corporation duly
organized,  validly  existing  and  in  good  standing  under  the  Laws  of the
jurisdiction of its organization.  KeyCom possesses the full corporate power and
authority  to  enter  into  and  perform  this  Agreement.  Each of the Acquired
Companies possesses the full corporate power and authority to own its Assets and
to  conduct its business as and where presently conducted.  Each of the Acquired
Companies  is  duly  qualified or registered to do business in each jurisdiction
where  such qualification or registration is required by applicable Law.  Except
as  set  forth on Schedule 3.1, KeyCom has no subsidiaries.  Except as set forth
on  Schedule  3.1,  none  of  the  Acquired Companies owns any securities of any
corporation or any other interest in any Person.  None of the Acquired Companies
has  any  predecessors  except as otherwise set forth on Schedule 3.1.  Schedule
3.1 states, for each of the Acquired Companies (a) its exact legal name; (b) its
corporate  business form and jurisdiction of organization and date of formation;
(c)  its  federal  employer identification number; (d) its headquarters address,
telephone  number  and  facsimile  number;  (e)  its  directors  and  officers,
indicating  all  current  title(s)  of  each such individual; (f) its registered
agent and/or office in its jurisdiction of organization (if applicable); (g) all
foreign jurisdictions in which it is qualified or registered to do business, the
date  it  so  qualified or registered, and its registered agent and/or office in
each  such  jurisdiction  (if  applicable); (h) all fictitious, assumed or other
names  of  any type that are registered or used by it or under which it has done
business  at  any  time  since such company's date of incorporation; and (i) any
name  changes,  recapitalizations,  mergers,  reorganizations  or similar events
since  its  date  of  formation.  Accurate  and  complete  copies of articles or
certificates of incorporation and bylaws, (or similar organizational documents),
each  as  amended to date, and all Contracts relating to the acquisition of each
of  the  Acquired Companies (or their affiliates or predecessors) have been made
available  to  Emergent  and  Newco.


<PAGE>
     3.2     Effect  of  Agreement.  he  The  Transactions  have  been  duly
authorized  by  all necessary corporate actions including its board of directors
and  does  not  constitute  a  violation  of  or  default  under its articles of
incorporation,  or  bylaws  (or similar organizational documents). Except as set
forth  on  Schedule  3.2,  KeyCom's  execution, delivery and performance of this
Agreement,  and  its  consummation  of the Transactions, (a) do not constitute a
default or breach (immediately or after the giving of notice, passage of time or
both) under any Contract to which any of the Acquired Companies is a party or by
which  any of the Acquired Companies is bound, (b) do not constitute a violation
of  any  Law or Judgment that is applicable to any of the Acquired Companies, or
to  the  business  or  Assets  of  any  of  the  Acquired  Companies,  or to the
Transactions, (c) do not accelerate or otherwise modify any Obligation of any of
the  Acquired  Companies,  (d)  do not result in the creation of any Encumbrance
upon, or give to any third party any interest in, any of the business or Assets,
or  any  of the capital stock of or interests in, any of the Acquired Companies,
and  (e)  do  not require the Consent of any Person.  This Agreement constitutes
the  valid  and  legally  binding  agreement of KeyCom enforceable against it in
accordance  with  its  terms.  Except as stated on Schedule 3.2, there exists no
right  of  first  refusal  or  other preemptive right with respect to any of the
Acquired  Companies  or  the  stock,  business  or Assets of any of the Acquired
Companies.

     3.3     Capital Stock and Ownership.  As of the date of this Agreement, the
authorized  capital  stock  of  KeyCom  consists of: 48,000,000 shares of Common
Stock,  par value $.001 per share  ("KeyCom Stock"), and 1,000 shares of Class A
Preferred  and  1,000  shares  of  Class B preferred.  No preferred stock of any
class  has been issued by KeyCom.  KeyCom has issued 15,000,000 shares which are
outstanding  as  of  the  date  of  this  Agreement. With respect to each of the
Acquired  Companies,  Schedule  3.3  is an accurate and complete list of (a) the
names  of all shareholders, (b) the addresses of all shareholders (to the extent
known  to  KeyCom),  (c)  social  security numbers or federal tax identification
numbers  (to the extent known to KeyCom), and (d) the numbers of shares owned of
record by all shareholders and the certificate numbers of the stock certificates
representing  such shares. KeyCom is the sole record and beneficial owner of all
of  the  shares  of  capital  stock  of each of its subsidiaries as indicated on
Schedule  3.3  and it has good and valid title to such shares, free and clear of
any Encumbrance. Except as indicated on Schedule 3.3, there are no other record,
or,  to the knowledge of KeyCom, beneficial owners of any shares of KeyCom Stock
or  any other securities of KeyCom. Except for the shares listed on Schedule 3.3
with  respect  to  each  of the Acquired Companies, there currently are no other
issued  or outstanding shares of capital stock.  Except as indicated on Schedule
3.3,  all  of  the issued and outstanding shares of capital stock of each of the
Acquired  Companies  have been duly authorized and validly issued, and are fully
paid  and nonassessable, with no liability or preemptive rights attaching to the
ownership thereof. Except as indicated on Schedule 3.3, all issuances and grants
of  all  outstanding options, warrants and all offerings, sales and issuances by
each  of the Acquired Companies of any shares of capital stock were conducted in
compliance with all applicable federal and state securities Laws, all applicable
state  corporation  Laws and all requirements set forth in applicable Contracts.
Except  as  provided  on  Schedule  3.3, there are no outstanding options, puts,
calls,  warrants,  subscriptions,  stock  appreciation rights, phantom stock, or
other  Contracts  or  Contract  Rights relating to the offering, sale, issuance,
redemption  or  disposition  of any shares of capital stock, or other securities
of,  any  of  the  Acquired  Companies.


<PAGE>
     3.4     Financial  and Corporate Records.  The books and records of each of
the  Acquired  Companies  are  and have been properly prepared and maintained in
form  and  substance  adequate  for  preparing  audited  financial statements in
accordance  with  GAAP, and such books and records fairly and accurately reflect
in  all  material  respects  all  of  the  Assets and Obligations of each of the
Acquired Companies and all Contracts and other transactions to which each of the
Acquired  Companies is or was a party or by which each of the Acquired Companies
or  the business or Assets of each of the Acquired Companies is or was affected.
Accurate and complete copies of the contents of the minute books and stock books
of  each  of  the  Acquired  Companies  have been made available to Emergent and
Newco.  Such minute books and stock books include (a) minutes of all meetings of
the  shareholders,  board  of  directors  and  any  committees  of  the board of
directors  at  which  any  material  action  was taken, which minutes accurately
record  all  material  actions taken at such meetings, (b) accurate and complete
written  statements of all actions taken by the shareholders, board of directors
and any committees of the board of directors without a meeting, and (c) accurate
and complete records of the subscription, issuance, transfer and cancellation of
all  shares  of  capital  stock,  and  all  other  securities  since the date of
incorporation or formation.  None of the shareholders, board of directors or any
committee  of the board or members has taken any material action required by Law
to  be reflected in the records in clauses (a) and (b) of the preceding sentence
other  than those actions reflected in the records referenced in clauses (a) and
(b) of the preceding sentence.  Schedule 3.4 is an accurate and complete list of
all  bank  accounts,  other  accounts,  certificates  of  deposit,  marketable
securities,  other investments, safe deposit boxes, lock boxes and safes of each
of  the  Acquired  Companies,  and the names of all officers, employees or other
individuals  who  have  access  thereto  or  are  authorized to make withdrawals
therefrom  or  dispositions  thereof.

     3.5     Compliance  with  Law.  Except  as  set  forth on Schedule 3.5, the
operations  of  each  of  the Acquired Companies, the conduct of the business of
each of the Acquired Companies, as and where such business has been or presently
is conducted, and the ownership, possession and use of the Assets of each of the
Acquired  Companies  have  complied  and  currently  do  comply  in all material
respects  with  all  applicable  Laws  other  than  Environmental Laws which are
addressed  in Section 3.13 hereof.  Except as set forth on Schedule 3.5, each of
the  Acquired  Companies  has  obtained  and  holds all Permits required for the
lawful  operation  of  its  business  as  and  where  such business is presently
conducted.  All  Permits  held  by the Acquired Companies are listed on Schedule
3.5, and copies of such Permits have been made available to  Emergent and Newco.

     3.6     Financial  Statements.  Schedule  3.6 lists the fiscal year end for
each  of  the  Acquired  Companies.  Schedule 3.6 includes accurate and complete
copies  of the following unaudited and audited consolidated financial statements
("Unaudited/Audited  Financial  Statements")  of  the Acquired Companies:  (a) a
balance  sheet  as  of  the end of each of the two most recent fiscal years; (b)
statements of income, statements of shareholders' equity, and statements of cash
flows  for  each  of the two most recent fiscal years, and notes thereto and (c)
the  audited  balance  sheet  as  of October 31, 2000KeyCom (the "Latest Balance
Sheet").  All of the Unaudited/Audited Financial Statements were (x) prepared in
accordance  with  GAAP  and  (y)  fairly  present  in  all material respects the
financial  condition and results of operations of KeyCom as of the dates and for
the  periods  indicated.


<PAGE>
     3.7     Assets.  Schedule 3.7 includes detailed lists of all Assets of each
of  the Acquired Companies which are reflected on the  October 31 Latest Balance
Sheet,  including  (a)  Cash  Assets, itemized by bank or other account, showing
cost  and  market value if different from cost; (b) Accounts Receivable, showing
customer  names,  individual  invoice  dates,  individual  invoice  amounts  and
allowances  for  doubtful  accounts,  or,  in  the case of earned but not billed
receivables,  customer  names  and individual dates on which the receivables are
billable;  (c)  other  current Assets, itemized by category and with appropriate
explanation;  (d)  Tangible  Property,  grouped  as  to  type,  showing  cost,
accumulated  depreciation  and net book value; and (e) Software and Intangibles,
showing cost or amount capitalized, accumulated amortization and net book value.
Each of the Acquired Companies has good and valid title to all of its respective
Assets which are owned by it and has the right to transfer all rights, title and
interest  in  such  Assets,  free  and clear of any Encumbrance.  Except for the
Assets listed on Schedule 3.7, no other Assets are necessary to operate, or have
been  material  to the operation of, the KeyCom Business, as currently operated.

     3.8     Obligations.  Schedule  3.8  includes  detailed  lists  of  all
Obligations of each of the Acquired Companies which are reflected on the October
31  Latest  Balance Sheet, itemized by balance sheet account, and with aggregate
net  balances  equal  to  the  balances  on the October 31 Latest Balance Sheet,
including  (a)  accounts payable, (b) accrued expenses and reserves, itemized by
category  and  with  appropriate explanation, (c) deferred revenues, itemized by
customer  and  time  periods,  and  (d) other current and long-term liabilities.
None  of  the  Acquired Companies has any Obligations other than (i) Obligations
reflected  on the October 31 Latest Balance Sheet, (ii) Obligations set forth in
Schedule  3.8,  (iii)  Obligations  under  Contracts  of  the type listed or not
required  to be listed on Schedule 3.15, provided that as of October 31, no such
Obligation  consisted  of  or  resulted from a default under or violation of any
such  Contract, and (iv) Obligations incurred since, October 31, in the ordinary
course,  consistent  with  past  practices,  and  not  in  breach  of any of the
representations  and  warranties  made  in  Section 3.9.  Except as described on
Schedule  3.8,  none  of  the  Obligations  of any of the Acquired Companies are
guaranteed  by  any  Person.

     3.9     Operations  Since  October  31 2000Except as set forth on Schedule
3.9,  from  October  31  2001  to  the  date  of  this  Agreement:

          (a)     Except  in  the ordinary course of their respective businesses
consistent  with  its  past  practices,  none  of the Acquired Companies has (i)
created  or  assumed  any  Encumbrance  upon any of its business or Assets, (ii)
incurred  any  Obligation,  (iii)  made  any loan or advance to any Person; (iv)
assumed, guaranteed or otherwise become liable for any Obligation of any Person;
(v)  committed  for  any  capital  expenditure;  (vi)  purchased,  leased, sold,
abandoned  or  otherwise  acquired  or disposed of any business or Assets; (vii)
waived  any  right or canceled any debt or claim; (viii) assumed or entered into
any  Contract  other  than  this  Agreement; or (ix) increased, or authorized an
increase  in,  the  compensation  or  benefits  paid or provided to any of their
directors,  officers,  employees,  salesmen,  agents  or  representatives.

          (b)     Even  in  the  ordinary  course of their respective businesses
consistent  with their respective past practices, none of the Acquired Companies
has  made  any loan to any Person, acquired or disposed of any material business
or  material  Assets  or entered into any material Contract (other than customer
contracts)  or  other  material  transaction.


<PAGE>
          (c)     There has been no material adverse change or material casualty
loss  affecting  any  of  the  Acquired  Companies  or their business, Assets or
financial  condition,  and  there  has  been  no  material adverse change in the
financial  performance  of  any  of  the  Acquired  Companies.

          (d)     None  of  the  Acquired  Companies  has  (i)  incurred  any
outstanding  bank  debt  or  notes  payable;  (ii) except in connection with the
Agreement  and  the  Transactions  contemplated hereby, incurred any outstanding
indebtedness to any current or former shareholder, director or officer of any of
the  Acquired  Companies  (excluding  compensation,  benefits  and  expense
reimbursements due to such Persons in their capacities as employees, officers or
directors of any of the Acquired Companies) or to any affiliate (as such term is
defined  for  purposes  of the Exchange Act) of any of the Acquired Companies or
any  of  such  company's  shareholders,  directors  or  officers; (iii) paid any
dividend  or made any other distribution of Cash Assets or other Assets to or on
behalf  of  any  of the shareholders of any of the Acquired Companies (excluding
compensation,  benefits  and expense reimbursements due to such Persons in their
capacities  as  employees,  officers  or  directors  of  any  of  the  Acquired
Companies);  or  (iv)  accrued  any  deferred bonuses or compensation due to any
shareholder,  director,  employee  or agent of any of the Acquired Companies, or
paid  any  such  deferred  bonuses  or  compensation  except  to the extent such
deferred  bonuses  or  compensation was accrued on the October 31 Latest Balance
Sheet.

     3.10     Accounts  Receivable.  All  Accounts Receivable listed in Schedule
3.7  arose  in  the  ordinary  course of business, are proper and valid accounts
receivable.  There  are  no  refunds,  discounts, rights of setoff or assignment
affecting  any  such  Accounts  Receivable.  Proper amounts of deferred revenues
appear on the books and records of each of the Acquired Companies, in accordance
with  GAAP,  with  respect  to  all  of  the  Acquired Companies' (a) billed but
unearned  Accounts  Receivable;  (b)  previously  billed  and collected Accounts
Receivable  still  unearned;  and  (c)  unearned  customer  deposits.

     3.11     Tangible  Property.  Each  of  the Acquired Companies has good and
valid  title to all of its Tangible Property, free and clear of any Encumbrances
except  as  set  forth  in  the October 31 Latest Balance Sheet or Schedule 3.8.
Except  as  set  forth on Schedule 3.11, all of the Tangible Property of each of
the  Acquired  Companies is located at the offices or facilities of the Acquired
Companies,  and,  except for automobiles and trucks, mobile telephones and other
similar  property,  each  of the Acquired Companies has the full and unqualified
right  to  require the immediate return of any of its Tangible Property which is
not  located at its offices or facilities.  All Tangible Property of each of the
Acquired  Companies,  wherever  located, is in good condition, ordinary wear and
tear  excepted, and is sufficient for the operations and business of each of the
Acquired  Companies  as  presently  conducted.

     3.12     Real  Property.  None  of  the  Acquired  Companies  owns any Real
Property.  Schedule  3.12  is  a  list of all Real Property leased by any of the
Acquired  Companies  ("KeyCom  Real  Property"),  showing  location  and,  as
applicable,  rental  cost  and landlord.  To the knowledge of KeyCom, all of the
KeyCom  Real Property is structurally sound and in good condition, ordinary wear
and  tear excepted, and is sufficient for the current operations of the Acquired
Companies.  To  the  knowledge  of KeyCom, none of the KeyCom Real Property, nor
the  ownership,  possession,  occupancy,  maintenance  or  use  thereof,  is  in
violation of, or breach or default under, any Contract or Law to which KeyCom is


<PAGE>
subject,  and  no  notice  or threat from any lessor, governmental body or other
Person  has been received by any of the Acquired Companies or served upon KeyCom
with  respect  to the KeyCom Real Property claiming any violation of, or breach,
default  or  liability  under,  any  Contract  or  Law,  or requiring or calling
attention  to  the  need  for  any  work,  repairs,  construction, alteration or
installations.  To  the  knowledge  of  KeyCom, no Proceedings are pending which
would  affect  the  zoning  or  use  of any of the KeyCom Real Property.  To the
knowledge  of  KeyCom,  no  portion  of  any  KeyCom  Real Property is within an
identified  flood  plain  or  other  designated flood hazard area as established
under  any  Law or otherwise by any governmental authority.  To the knowledge of
KeyCom,  all  of the KeyCom Real Property has direct legal access to, abuts, and
is served by a publicly dedicated and maintained road, which road does and shall
provide  a  valid  means  of  ingress  and egress thereto and therefrom, without
additional expense.  To the knowledge of KeyCom, all utilities, including water,
gas,  telephone, electricity, sanitary and storm sewers, are currently available
to  all  of  the  KeyCom  Real  Property  at normal and customary rates, and are
adequate  to serve such KeyCom Real Property for each of the Acquired Companies'
current  use  thereof.

     3.13     Environmental.

     Except  as  set  forth  in  Schedule  3.13:

     (i)  (A)     The  Acquired  Companies  have  not  caused  or  permitted any
Hazardous  Substances to be manufactured, refined, treated, discharged, disposed
of, deposited or otherwise released in, on, under or from any of the KeyCom Real
Property  or  any  Real  Property  previously owned, leased, occupied, operated,
managed, possessed or otherwise held by any of the Acquired Companies other than
in  compliance  in  all  material  respects  with  applicable Environmental Laws
("Former  KeyCom  Real  Property");  and

          (B)     To  the  knowledge  of  KeyCom, before its lease of any of the
KeyCom  Real  Property  or  Former KeyCom Real Property, no Hazardous Substances
have  been manufactured, refined, treated, discharged, disposed of, deposited or
otherwise released therein, thereon or therefrom other than in compliance in all
material  respects  with  applicable  Environmental  Laws.

     (ii)     None  of  the  Acquired Companies has received any notice that any
part  of  the  KeyCom  Real  Property  or the Former KeyCom Real Property or the
operations  of  the  Acquired  Companies  is  the  subject  of any Proceeding or
Judgment  relating to Environmental Matters, and, to the knowledge of KeyCom, no
part  of  the  KeyCom  Real  Property  or the Former KeyCom Real Property or the
operations  of  the  Acquired  Companies  is  the  subject  of any Proceeding or
Judgment  relating to Environmental Matters.  None of the Acquired Companies has
received  any  notice  from any governmental authority or other Person regarding
any  potential  claim  or  liability  relating  to  environmental  matters.

     (iii)     Each  of  the  Acquired Companies has provided Emergent and Newco
with  copies  of  any and all applications, correspondence, affidavits, reports,
forms,  maps,  plans,  studies  and  other  documents  relating to environmental
matters  in  their  possession,  custody  or  control.  These  shall include any
environmental  engineering studies, any tests or testing performed on the KeyCom
Real  Property  or  the  Former  KeyCom Real Property, and copies of any reports
issued by any government authority regarding such KeyCom Real Property or Former
KeyCom  Real  Property.


<PAGE>
     3.14     Software  and  Other Intangibles.  Except for shrinkwrap and other
commercially  available  Software, set forth on Schedule 3.14 is an accurate and
complete  list  and description of all Software and Intangibles owned, marketed,
licensed,  supported,  maintained,  used  or  under  development by the Acquired
Companies,  and, in the case of Software, a product description, the language in
which  it  is  written  and  the  type of hardware platform(s) on which it runs.
Except  for  shrinkwrap  and  other  commercially  available  Software, no other
Software  or  Intangibles  is  necessary  to operate the business of each of the
Acquired Companies as currently operated.  Except as explained on Schedule 3.14,
each  of  the  Acquired  Companies has good and valid title to, and has the full
right  to use, all of the Software and Intangibles listed on Schedule 3.14, free
and  clear of any Encumbrance (except for use restrictions contained in licensed
commercially  available  Software).  All  shrinkwrap  and  other  commercially
available  Software  has been properly licensed and all related fees paid.  With
respect  to  the  Software  listed  on Schedule 3.14, (a) the Acquired Companies
maintain  machine-readable  master-reproducible  copies,  source  code listings,
technical  documentation  and  user  manuals  for  the  most current releases or
versions  thereof  and  for  all  earlier releases or versions thereof currently
being  supported  by  them;  (b)  in  each  case,  the  machine-readable  copy
substantially  conforms  to  the  corresponding  source  code listing; (c) it is
written  in the language set forth on Schedule 3.14, for use on the hardware set
forth on Schedule 3.14 with standard operating systems; (d) it can be maintained
and  modified  by  reasonably competent programmers familiar with such language,
hardware  and  operating systems or other Persons with whom KeyCom presently has
service  and  maintenance  agreements;  and  (e)  in  each  case, it operates in
accordance  with  the  user  manual therefor without material operating defects.
None of the Software or Intangibles listed on Schedule 3.14, or their respective
past  or  current  uses,  including  the preparation, distribution, marketing or
licensing,  has  violated or infringed upon, or is violating or infringing upon,
any Software, technology, patent, copyright, trade secret or other Intangible of
any  Person.  To  the  knowledge of KeyCom, no Person is violating or infringing
upon,  or  has  violated  or  infringed upon at any time, any of the Software or
Intangibles listed on Schedule 3.14.  None of the Software or Intangibles listed
on  Schedule 3.14 is owned by or registered in the name of any current or former
owner,  shareholder,  partner, director, executive, officer, employee, salesman,
agent,  customer,  representative or contractor of any of the Acquired Companies
nor  does  any such Person have any interest therein or right thereto, including
the  right  to  royalty  payments.

     3.15     Contracts.  Schedule  3.15 is an accurate and complete list of all
of  the  following types of Contracts which involve either future Obligations of
$50,000  or  more  to which any of the Acquired Companies is a party or by which
any  of  the Acquired Companies is bound, or is otherwise material to any of the
Acquired  Companies  (collectively, the "Specified Contracts"), grouped into the
following  categories:  (a)  customer or client Contracts; (b) Contracts for the
purchase  or  lease of Real Property or otherwise concerning Real Property owned
or used by any of the Acquired Companies; (c) loan agreements, mortgages, notes,
guarantees  and other financing Contracts; (d) Contracts for the purchase, lease
and/or  maintenance of computer equipment and other equipment; (e) Contracts for
the  purchase,  license, lease and/or maintenance of Software under which any of
the  Acquired  Companies  is  the purchaser, licensee, lessee or user, and other
supplier  Contracts;  (f)  employment,  consulting  and  sales  representative
Contracts (excluding Contracts which constitute Employee Benefit Plans listed on
Schedule  3.17,  and  excluding  oral  Contracts  with  employees  for "at will"
employment);  (g)  Contracts  under  which any rights in and/or ownership of any
Software  product,  technology  or  other  Intangible  of  any  of  the Acquired


<PAGE>
Companies,  or  any  prior  version  thereof,  or any part of the customer base,
business  or  Assets  of  any  of the Acquired Companies, or any shares or other
ownership  interests  in  any  of  the  Acquired  Companies  (or  any  of  their
predecessors)  was  acquired;  and  (h)  other  material  Contracts  (excluding
Contracts  which  constitute  Insurance  Policies  listed  on  Schedule 3.21 and
excluding this Agreement and all other Contracts entered into between any of the
Acquired  Companies  and  Emergent,  or  among  any  of  the Acquired Companies,
Emergent  and other parties in connection herewith).  A description of each oral
Specified  Contract  is  included  on  Schedule 3.15, and copies of each written
Specified  Contract  have been made available to  Emergent and Newco.  Except as
set  forth  on  Schedule  3.15,  each  of the material customers of the Acquired
Companies has signed and is bound by a written Contract that is identical to one
of  the  form  agreements  that  are  attached as part of Schedule 3.15, and the
provisions  of  each  such  customer  Contract  are  binding on the customer and
enforceable  by  the  Acquired Companies.  Except as set forth on Schedule 3.15,
with  respect to each of the Specified Contracts, none of the Acquired Companies
is  in default thereunder nor would be in default thereunder with the passage of
time,  the  giving of notice, or both.  Except as set forth on Schedule 3.15, to
the  knowledge of KeyCom, none of the other parties to any Specified Contract is
in  default  thereunder  or  would  be in default thereunder with the passage of
time,  the giving of notice or both.  Except as set forth on Schedule 3.15, none
of  the Acquired Companies has given or received any notice of default or notice
of  termination  with  respect  to  any  Specified  Contract, and each Specified
Contract  is  in  full  force  and  effect  in  accordance  with its terms.  The
Specified  Contracts  are  all the Contracts necessary and sufficient to operate
the  business  of  each  of the Acquired Companies as it is presently conducted.
Except  as  set  forth  on  Schedule  3.15,  there  are no currently outstanding
proposals  or offers submitted by any of the Acquired Companies to any customer,
prospect, supplier or other Person which, if accepted, would result in a legally
binding  Contract  of  such  company involving an amount or commitment exceeding
$25,000  in  any  single  case  or  an  aggregate amount or commitment exceeding
$100,000in  the  aggregate.

     3.16     Employees and Independent Contractors.  Schedule 3.16 is a list of
all  of  the employees with annual base compensation in excess of $25,000 of the
Acquired  Companies  and  (a) their titles or responsibilities; (b) their social
security  numbers;  (c) their dates of hire; (d) their current salaries or wages
and  all  bonuses,  commissions  and incentives paid at any time during the past
twelve  months;  (e) their last compensation changes and the dates on which such
changes  were  made;  (f)  any  specific bonus, commission or incentive plans or
agreements  for  or with them; and (g) any outstanding loans or advances made to
them.  Schedule  3.16  is  a  list  of  all  sales  representatives and material
independent  contractors engaged by the Acquired Companies and (a) their payment
arrangements  (if  not  set  forth in a Contract listed or described on Schedule
3.15);  and  (b)  brief  description  of  their  jobs  or  projects currently in
progress.  Except as limited by any employment Contracts listed on Schedule 3.15
and except for any limitations of general application which may be imposed under
applicable  employment  Laws,  each  of  the Acquired Companies has the right to
terminate  the  employment of each of its employees at will and to terminate the
engagement  of  any  of  its  independent  contractors  without  payment to such
employee  or  independent  contractor  other  than for services rendered through
termination  and without incurring any penalty or liability other than liability
for  severance  pay  and  benefits  in  accordance with such company's disclosed
severance  pay  policy  and  benefits  due  terminated  employees.  Neither  the
Transactions,  nor  the termination of the employment of any employees of any of
the  Acquired  Companies  prior  to  or  following  the  consummation  of  the
Transactions  could  result  in  any  of  the Acquired Companies making or being


<PAGE>
required  to  make  any  "excess  parachute  payment" as that term is defined in
Section  280G  of  the  Code.  To  the knowledge of KeyCom, each of the Acquired
Companies  is  in  full  compliance  in  all  material  respects  with  all Laws
respecting  employment practices. None of the Acquired Companies has ever been a
party  to  or bound by any union, collective bargaining or similar Contract, nor
is  any such Contract currently in effect or being negotiated by or on behalf of
any  of  the Acquired Companies. Since the respective incorporation or formation
dates  of  each  of  the  Acquired Companies, none of the Acquired Companies has
experienced any labor problem that was or is material to it. Except as set forth
on Schedule 3.16, each of the Acquired Companies' current and past employees has
signed  an  employee  or  confidentiality  agreement  which  contains  certain
restrictive  covenants  substantially  in  the  form  attached to Schedule 3.16.
Except  as  set  forth on Schedule 3.16, each of the Acquired Companies' current
and  past  contractors  or  consultants  has signed agreements with the Acquired
Companies  containing restrictions that protect the proprietary and confidential
information  of  the  Acquired  Companies and vest in the Acquired Companies the
full  ownership  of  items  developed by such contractor. Except as indicated on
Schedule 3.16, since January 1, 2000, to the knowledge of KeyCom, no employee of
any  of  the  Acquired  Companies having an annual salary of $60,000 or more has
indicated an intention to terminate or has terminated his or her employment with
such  company.  To  the knowledge of KeyCom, the Transactions will not adversely
affect  relations  with  any  material  employee  of  the  Acquired  Companies.

     3.17     Employee  Benefit Plans.  Schedule 3.17 sets forth an accurate and
complete  list  of  all of KeyCom's Employee Benefit Plans to which any Acquired
Company  is  bound  (collectively  referred  to  as  "KeyCom's  Employee Benefit
Plans").  Except  as  set forth on Schedule 3.17, none of the Acquired Companies
has  (a)  established,  maintained  or  contributed to (or has been obligated to
contribute  to)  any  Employee  Benefit Plans, (b) proposed any Employee Benefit
Plans  which  it  plans  to  establish  or  maintain  or  to  which  it plans to
contribute,  or  (c)  proposed  any changes to any Employee Benefit Plans now in
effect.  Accurate and complete copies of all of KeyCom's Employee Benefit Plans,
a  list of all employees affected or covered by KeyCom's Employee Benefit Plans,
and  all  Obligations  thereunder  have  been  made  available  to Emergent.  If
permitted  and/or  required  by  applicable  Law,  the  Acquired  Companies have
properly  submitted all of KeyCom's Employee Benefit Plans in good faith to meet
the  applicable  requirements  of  ERISA and/or the Code to the Internal Revenue
Service  (the  "IRS") for its approval within the time prescribed therefor under
applicable  federal  regulations.  Favorable  letters  of  determination of such
tax-qualified  status  from the IRS are attached to Schedule 3.17.  With respect
to KeyCom's Employee Benefit Plans, the Acquired Companies will have made, on or
before  the  Closing Date, all payments required to be made by them on or before
the  Closing  Date  and  will  have  accrued (in accordance with GAAP) as of the
Closing  Date  all  payments  due but not yet payable as of the Closing Date, so
there  will  not  have  been,  nor  will  there  be,  any  Accumulated  Funding
Deficiencies  (as defined in ERISA or the Code) or waivers of such deficiencies.
KeyCom  has made available to Emergent an accurate and complete copy of the most
current  Form  5500 and any other form or filing required to be submitted to any
governmental  agency  with  regard to any of KeyCom's Employee Benefit Plans and
the  most  current  actuarial  report,  if  any,  with regard to any of KeyCom's
Employee  Benefit  Plans.  All  of KeyCom's Employee Benefit Plans are, and have
been,  operated in full compliance with their provisions and with all applicable
Laws  including  ERISA  and the Code and the regulations and rulings thereunder.
The  Acquired  Companies  and all fiduciaries of KeyCom's Employee Benefit Plans
have  complied in all material respects with the provisions of KeyCom's Employee
Benefit  Plans and with all applicable Laws including ERISA and the Code and the


<PAGE>
regulations  and  rulings  thereunder.  There have been no Reportable Events (as
defined  in ERISA), no events described in Sections 4062, 4063 or 4064 of ERISA,
and  no termination or partial termination (including any termination or partial
termination  attributable to the Transactions contemplated by this Agreement) of
any  of KeyCom's Employee Benefit Plans.  There would be no Obligation of any of
the  Acquired  Companies  under  Title  IV  of ERISA if any of KeyCom's Employee
Benefit Plans were terminated as of the Closing Date.  As a result of any action
or  inaction  prior  to  Closing  by  any of the Acquired Companies, none of the
Acquired  Companies  has incurred, nor will incur, any withdrawal liability, nor
do any of the Acquired Companies have any contingent withdrawal liability, under
ERISA  to any Multiemployer Plan (as defined in ERISA or the Code).  None of the
Acquired  Companies  has  incurred, or will incur, any Obligation to the Pension
Benefit Guaranty Corporation (or any successor thereto).  Except as set forth on
Schedule  3.17,  neither  the  execution  and delivery of this Agreement nor the
consummation  of  the Transactions will (x) result in any payment (including any
severance,  unemployment  compensation or golden parachute payment) becoming due
from any of the Acquired Companies under any of KeyCom's Employee Benefit Plans,
(y)  increase  any  benefits  otherwise  payable  under any of KeyCom's Employee
Benefit  Plans,  or  (z)  result  in  the acceleration of the time of payment or
vesting  of  any  such  benefits  to any extent. Except as set forth on Schedule
3.17,  there  are  no  pending Proceedings that have been asserted or instituted
against  any of KeyCom's Employee Benefit Plans, the Assets of any of the trusts
under  such  plans, the plan sponsor, the plan administrator or any fiduciary of
any  such  plan  (other  than  routine benefit claims), and, to the knowledge of
KeyCom,  there  are no facts which could form the basis for any such Proceeding.
There are no investigations or audits of any of KeyCom's Employee Benefit Plans,
any  trusts  under  such  plans, the plan sponsor, the plan administrator or any
fiduciary  of  any  such  plan that have been instituted or, to the knowledge of
KeyCom,  threatened,  and,  to the knowledge of KeyCom, there are no facts which
could  form  the basis for any such investigation or audit.  Except as disclosed
in  Schedule 3.17, no event has occurred nor will occur which will result in any
of  the  Acquired Companies having an Obligation in connection with any Employee
Benefit  Plan established, maintained, contributed to or to which there has been
as  obligation  to  contribute  (currently  or previously) by it or by any other
entity  which,  together with any of the Acquired Companies, constitute elements
of  either (i) a controlled group of corporations (within the meaning of Section
414(b)  of  the Code), (ii) a group of trades or businesses under common control
(within  the  meaning of Sections 414(c) of the Code or 4001 of ERISA), (iii) an
affiliated  service group (within the meaning of Section 414(m) of the Code), or
(iv)  another  arrangement  covered  by  Section  414(o)  of  the  Code.

     3.18     Customers,  Prospects and Suppliers.  The twenty largest customers
(by volume of business) of the Acquired Companies are listed as part of Schedule
3.18.  Except  as  set  forth  on  Schedule 3.18, since January 1, 2000, none of
these  twenty  largest  customers  or  any  material  suppliers  of the Acquired
Companies  has  given notice or otherwise indicated to such company that it will
or  intends  to terminate or not renew its Contract with such company before the
scheduled  expiration  date  or  otherwise  terminate its relationship with such
company.  To  the  knowledge of KeyCom, the relationship of each of the Acquired
Companies  with  such  twenty  largest  customers  and  any material supplier is
currently  on  a  good  and  normal  basis.  To  the  knowledge  of  KeyCom, the
Transactions will not adversely affect relations with any of such twenty largest
customers or any material supplier of any of the Acquired Companies.  KeyCom has
made  available to  Emergent and Newco an accurate and complete copy of the most
recent  customer  surveys,  if  any,  of  each  of  the  Acquired  Companies.


<PAGE>
     3.19     Taxes.  Schedule  3.19  is  an  accurate  and complete list of all
federal,  state,  local,  foreign  and  other Tax returns and reports (including
information  returns)  (collectively  "Returns")  filed  by each of the Acquired
Companies  with  respect  to  its  last  two  (2) fiscal years.  Returns for the
immediately  prior three (3) fiscal years have been made available to  Emergent.
Accurate  and  complete  copies of all federal, state, local and foreign income,
sales  and  use  Tax Returns filed by each of the Acquired Companies since their
inception  and  accurate  and complete copies of all other Tax Returns listed on
Schedule 3.19 have been delivered to  Emergent and Newco. Except as explained on
Schedule  3.19, (a) each of the Acquired Companies has properly and timely filed
all  Tax  Returns  required  to  be  filed  by  it, all of which were accurately
prepared  and  completed  in  all  material  respects;  (b) each of the Acquired
Companies  has  properly  withheld  from  payments  to  its  employees,  agents,
representatives,  contractors  and  suppliers  all amounts required by Law to be
withheld  for  Taxes;  (c)  each  of  the  Acquired Companies has paid all Taxes
required  to be paid by it; (d) no audit of any of the Acquired Companies by any
governmental  taxing authority has ever been conducted, is currently pending or,
to  the  knowledge  of  KeyCom, is threatened; (e) no notice of any proposed Tax
audit,  or  of any Tax deficiency or adjustment, has been received by any of the
Acquired  Companies,  and there is no reasonable basis for any Tax deficiency or
adjustment  to  be assessed against any of the Acquired Companies; and (f) there
are  no  agreements or waivers currently in effect that provide for an extension
of  time  for  the  assessment of any Tax against any of the Acquired Companies.
None  of  the  Acquiring  Companies  is a party to any tax allocation or sharing
agreement.  None  of  the  Acquired Companies has been a member of an affiliated
group  filing a consolidating Federal income tax return (other than a group, the
common  parent  of  which  is KeyCom), or has any liability for the Taxes of any
person  or  entity  other than the Acquired Companies under Treasury Regulations
'1.1502-6  or  any  similar  provision  of  state,  local  or  foreign  law as a
transferee  or  successor,  by  contract or otherwise).  Subsequent to April 16,
1997,  except  as  contemplated  hereby,  the Acquired Companies have not been a
party  to  any  distribution  described  in  '355(e)(2)(A)(i)  of  the  Code.

     3.20     Proceedings  and Judgments.  Except as described on Schedule 3.20,
(a)  no  Proceeding  is  currently  pending  or,  to  the  knowledge  of KeyCom,
threatened,  nor  has any Proceeding occurred at any time since January 1, 1999,
to which any of the Acquired Companies is or was a party, or by which any of the
Acquired Companies or any Assets or business of any of the Acquired Companies is
or  was affected; (b) no Judgment is currently outstanding, nor has any Judgment
been  outstanding at any time since January 1, 1999, against any of the Acquired
Companies,  or  by which any of the Acquired Companies or any Assets or business
of  any  of  the  Acquired  Companies  is  or was affected; and (c) no breach of
contract, breach of warranty, tort, negligence, infringement, product liability,
discrimination,  wrongful  discharge  or  other  claim  of  any  nature has been
asserted  or,  to  the  knowledge of KeyCom, threatened by or against any of the
Acquired  Companies  at any time since January 1, 1999, and, to the knowledge of
KeyCom,  there  is  no basis for any such claim.  As to each matter described on
Schedule  3.20,  accurate  and  complete  copies  of  all  pertinent  pleadings,
judgments,  orders,  correspondence  and  other  legal  documents have been made
available  to  Emergent.

     3.21     Insurance.  Schedule  3.21 is an accurate and complete list of all
Insurance  Policies  (excluding  Insurance  Policies  that  constitute  KeyCom's
Employee Benefit Plans described on Schedule 3.17) owned or maintained by any of
the  Acquired  Companies  and/or  any  of  their  predecessors at any time since
January  1,  1999.  Except  as  indicated  on  Schedule 3.21, all such Insurance


<PAGE>
Policies are or were on an "occurrence" rather than a "claims made" basis.  None
of  the  Acquired  Companies has received notice of cancellation with respect to
any  such current Insurance Policy, and, to the knowledge of KeyCom, there is no
basis for the insurer thereunder to terminate any such current Insurance Policy.
Except  as  indicated  on  Schedule  3.21,  accurate  and complete copies of all
Insurance  Policies  described  on  Schedule  3.21  have  been made available to
Emergent.  Each  such Insurance Policy is or was in full force and effect during
the  period(s)  of  coverage indicated on Schedule 3.21.  Except as described on
Schedule  3.21,  there are no claims that are pending under any of the Insurance
Policies  described  on  Schedule  3.21.

     3.22     Questionable  Payments.  Since  February  15,  1999,  none  of the
Acquired Companies or, to the knowledge of KeyCom, no current or former partner,
owner,  shareholder, member, director, executive, officer, representative, agent
or  employee  of  any of the Acquired Companies (when acting in such capacity or
otherwise  on  behalf  of  any  of  the  Acquired  Companies  or  any  of  their
predecessors),  (a) has used or is using any corporate funds (i) for any illegal
contributions,  gifts,  entertainment  or  other  unlawful  expenses relating to
political activity or, (ii) to the knowledge of KeyCom, in violation of customer
policies  and/or  rules;  (b)  has  used or is using any corporate funds for any
direct  or  indirect  unlawful  payments  to  any foreign or domestic government
officials  or  employees;  (c) has violated or is violating any provision of the
Foreign  Corrupt Practices Act of 1977, (d) has established or maintained, or is
maintaining,  any  unlawful  or  unrecorded  fund  of  corporate monies or other
properties;  (e)  has  made  at  any  time  since  January 1, 1999, any false or
fictitious  entries  on  the books and records of any of the Acquired Companies;
(f)  has  made  any  bribe, rebate, payoff, influence payment, kickback or other
unlawful  payment  of any nature using corporate funds or otherwise on behalf of
any  of  the  Acquired Companies; or (g) made any material favor or gift that is
not  deductible  for  federal  income  tax  purposes  using  corporate  funds or
otherwise  on  behalf  of  any  of  the  Acquired  Companies.

     3.23     Related  Party Transactions.  Except as described on Schedule 3.23
and  except for any Contracts listed on Schedule 3.15, there are no current real
estate  leases,  personal  property  leases,  loans,  guarantees,  Contracts,
transactions,  understandings  or  other  arrangements  of any nature between or
among  any  of  the Acquired Companies and any current or former partner, owner,
shareholder,  member,  director,  officer  or  controlling  Person of any of the
Acquired  Companies  (or  any  of  their  respective  predecessors).

     3.24     Brokerage Fees.  No Person acting on behalf of any of the Acquired
Companies is or shall be entitled to any brokerage or finder's fee in connection
with  the  Transactions.


<PAGE>
     3.26     Full  Disclosure.

          (a)     No  representation  or  warranty  made  by  KeyCom  in  this
Agreement or pursuant hereto (a) contains any untrue statement of material fact;
or (b) omits to state any material fact that is necessary to make the statements
made,  in  light  of  the  circumstances under which they are made, not false or
misleading in any respect. The copies of documents attached as Schedules to this
Agreement  or  otherwise  delivered to Emergent and Newco in connection with the
Transactions,  are  accurate  and  complete, and are not missing any amendments,
modifications, correspondence or other related papers which would be material to
's  Emergent's or Newco's understanding thereof in any respect. There is no fact
known  to  KeyCom  or  any  of  its subsidiaries, that has not been disclosed to
Emergent in the Schedules to this Agreement or otherwise in writing, that was or
is  or,  so  far  as  either  KeyCom  or  any of its subsidiaries can reasonably
foresee,  will  have a material adverse effect on any of the Acquired Companies,
the business, the Assets or financial condition of any of the Acquired Companies
or  the  ability  of  KeyCom  to  perform  its obligations under this Agreement.

          (b)     None  of  the  information supplied or to be supplied by or on
behalf  of  the  Acquired  Companies  for inclusion in the proxy statement to be
filed  with  the  SEC  by  Emergent  in connection with the KeyCom Shareholder's
Meeting  (as  hereinafter  defined)  to be held by KeyCom relating to the Merger
(the  "Proxy  Statement") will, at the time the Proxy Statement is filed, at the
time  the Proxy Statement is mailed to the shareholders of KeyCom or at the time
of  the KeyCom Shareholder's Meeting, contain any untrue statement of a material
fact  or  omit  to  state  any  material  fact  required to be stated therein or
necessary  in  order  to  make  the  statements  therein,  in  the  light of the
circumstances  under which they are made, not misleading, provided, however that
KeyCom  makes  no  representation  or  warranty  with respect to any information
furnished  by  Emergent  or  any of its accountants, counsel or other authorized
representatives  in  writing  specifically for inclusion in the Proxy Statement.

               Section 4:   Representations of  Emergent and Newco

     Knowing  that  KeyCom  relies  thereon,  Emergent  and  Newco,  jointly and
severally, represent and warrant to KeyCom as of the date of this Agreement, and
covenant  with  KeyCom,  as  follows:

     4.1     Organization.   Emergent  and  Newco are each a corporation that is
duly  organized,  validly  existing  and  in  good  standing  under  the Laws of
Delaware.   Emergent  and  Newco  each  possess  the  full  corporate  power and
authority  to own its Assets, conduct its business as and where such business is
presently  conducted,  and  enter  into this Agreement and the Plan.  Newco is a
wholly  owned  subsidiary of  Emergent.  Newco has not engaged in any activities
other  than  in  connection  with  its  organization  and  this  Agreement.

     4.2     Agreement.  Each  of Emergent's and Newco's execution, delivery and
performance  of  this  Agreement,  and its consummation of the Transactions, (a)
have been duly authorized by all necessary corporate actions by their respective
boards  of  directors, and shareholders; (b) do not constitute a violation of or
default  under  their  respective  charters  or  bylaws; (c) do not constitute a
default or breach (immediately or after the giving of notice, passage of time or
both)  under  any  Contract  to  which  Emergent or Newco is a party or by which
Emergent  or  Newco  is  bound;  (d) do not constitute a violation of any Law or
Judgment  that  is applicable to it or to their respective businesses or Assets,
or  to the Transactions; and (e) do not require the Consent of any Person.  This
Agreement  constitutes  the  valid  and  legally  binding  agreement  of each of
Emergent  and  Newco,  enforceable  against  each of them in accordance with its
terms.


<PAGE>
     4.3     Emergent's  Stock.  The  authorized  capital  stock  of  Emergent
consists of: (i) 150,000,000 shares of common stock, par value $0.001 per share,
of  which approximately 27,555,000 shares were issued and outstanding as of July
16,  2001;  and  (ii) 25,000,000 shares of Preferred Stock, $0.001 par value per
share,  of  which approximately 8,500,000 Series A, 1,000,000 Series B and 1,400
Series  D  shares  were  outstanding  as  of  July  16,  2001.

     4.4     SEC  Filings  As  of  their  respective  dates,  the  Emergent  SEC
Documents  complied  in  all  material  respects  with  the  requirements of the
Securities  Act of 1933, as amended (the "Securities Act"), or the Exchange Act,
as  the  case  may  be,  and  the  rules  and regulations of the SEC promulgated
thereunder  applicable  to  such  Emergent  SEC  Documents.

     4.5     Authorization for Emergent Preferred Stock.  Emergent will take all
necessary  action  prior to the Closing Date to permit it to issue the number of
shares  of   Emergent  Senior  Series  E  Preferred  Stock required to be issued
pursuant to this Agreement and the Plan. All shares of Emergent  Preferred Stock
issued  pursuant  to  this  Agreement and the Plan will, when issued, be validly
issued,  fully  paid  and  nonassessable  and no Person will have any preemptive
right  of  subscription  or  purchase  in  respect  thereof.

     4.6     Investment  Matters.   Emergent  is  acquiring the KeyCom Stock for
its own account for investment purposes only and not with a view to, or for sale
in  connection  with,  any  resale  or  distribution  thereof.

     4.7     Brokerage  Fees.  Carbon House Ltd has acted as a financial advisor
to  the  company  and  will  paid  one  hundred  and  fifty  thousand  dollars
($150,000.00)  by  Emergent  pursuant to the Consulting Agreement dated June 13,
2001.  Emergent  will  be  solely  responsible  for  bearing  this  cost.

     4.8     Compliance  with  Law.  The  operations of Emergent, the conduct of
the  businesses of Emergent, as and where such businesses have been or presently
are  conducted,  and the ownership, possession and use of the assets of Emergent
have  complied  and  currently  do  comply  in  all  material  respects with all
applicable  Laws.   Emergent is not subject to any consent decree of any Person.

     4.9     Full Disclosure.  No representation or warranty made by Emergent in
this  Agreement or pursuant hereto (a) contains any untrue statement of material
fact;  or  (b)  omits  to  state any material fact that is necessary to make the
statements  made,  in  light of the circumstances under which they are made, not
false  or  misleading  in  any  respect.  The  copies  of  documents attached as
Schedules  to  this  Agreement  or otherwise delivered to KeyCom by  Emergent in
connection with the Transactions, are accurate and complete, and are not missing
any  amendments,  modifications,  correspondence  or  other related papers which
would  be  pertinent  to  KeyCom's  understanding  thereof  in  any  respect.


<PAGE>
            Section 5:  Certain Obligations of KeyCom Pending Closing

     5.1     Conduct  of  Business.  Between  the date of this Agreement and the
Closing  Date  or  termination  of  the Agreement, except with the prior written
consent  of  Emergent:

          (a)     Each of the Acquired Companies shall, (i) conduct its business
in the ordinary course consistent with past practice, (ii) not make any material
change  in  its business practices, and (iii) use its reasonable best efforts to
preserve  their  business organization intact, keeping available the services of
its  current  officers,  employees,  salesmen,  agents  and representatives, and
maintaining  the  goodwill  of its customers, suppliers and other Persons having
business  relations  with  the  Acquired  Companies.

          (b)     Except  in the ordinary course of its business consistent with
its  past  practices, none of the Acquired Companies shall, (i) create or assume
any  Encumbrances  upon  any  of  their  businesses  or  Assets,  (ii) incur any
Obligation,  (iii) make any loan or advance, (iv) assume, guarantee or otherwise
become liable for any Obligation of any other Person, (v) commit for any capital
expenditure, (vi) purchase, lease, sell, abandon or otherwise acquire or dispose
of  any  business  or Assets, (vii) waive any right or cancel any debt or claim,
(viii)  assume or enter into any Contract other than this Agreement and the Plan
(and  any  other Contract contemplated herein) or, (ix) except for amendments to
existing employment agreements which have been approved prior to the date hereof
by Emergent, increase, or authorize an increase in, the compensation or benefits
paid  or  provided  to  any  of  their directors, officers, employees, salesmen,
agents  or  representatives.

          (c)     Even  in the ordinary course of their business consistent with
their  past  practices, none of the Acquired Companies shall, borrow or lend any
funds,  purchase  any  goods  or  services, lease any equipment, incur any debt,
Obligation, or enter into any Contract (excluding Customer Contracts and related
commitments entered into in the ordinary course of business consistent with past
practices)  or  other  transaction  involving,  in  any  single  case, an amount
exceeding  $25,000.00  or,  in  the aggregate, an amount exceeding $75,000.00 or
such  greater amount as shall have been agreed to by Emergent, such agreement to
not  be  unreasonably  withheld  or  delayed.

          (d)     None  of  the  Acquired Companies shall, (i) permit or cause a
material  breach  or  material  default  by  them  under any of their Contracts,
Insurance  Policies,  licenses  or  Permits,  (ii)  adopt  or enter into any new
Employee  Benefit  Plan  or  modify  any  existing  Employee Benefit Plan, (iii)
participate in any merger, consolidation or reorganization, (iv) begin to engage
in  any new type of business, (v) acquire the business or any bulk assets of any
other  Person,  (vi)  completely  or  partially  liquidate or dissolve, or (vii)
terminate  any  substantial  part  of  their  business.

          (e)     Each  of the Acquired Companies shall, (i) maintain their Real
Property  and  Tangible Property in good condition and repair, ordinary wear and
tear  excepted, (ii) maintain their Insurance Policies and Permits in full force
and  effect  or  enter  into  substantially  similar replacement policies, (iii)
repair,  restore  or  replace  any  of  their  material Assets that are damaged,
destroyed,  lost  or  stolen, (iv) comply with all applicable Contracts, Permits
and  Laws,  (v)  properly file all Tax returns, annual reports and other returns
and  reports required to be filed by them, and (vi) fully pay when due all Taxes
and  fees  payable  by  them.


<PAGE>
          (f)     Each  of  the Acquired Companies shall, maintain its corporate
existence  and good standing in its respective jurisdiction of incorporation and
its  good  standing  in  each  jurisdiction where it is currently qualified as a
foreign corporation.  None of the Acquired Companies shall amend its certificate
of  incorporation  or  bylaws.

          (g)     None  of  the  Acquired  Companies  shall,  redeem,  retire or
 purchase,
or  create,  grant or issue any options, warrants or other Contracts or Contract
Rights  with  respect to, any shares of KeyCom Stock, or any other capital stock
or  other  securities  of  KeyCom,  or create, grant or issue any stock options,
stock  appreciation  rights,  phantom  shares  or  other  similar  rights.

          (h)     KeyCom  shall  not  sell,  assign,  give,  pledge or otherwise
transfer,  dispose  of  or  encumber  any  shares  of KeyCom Stock, or any other
capital  stock  or  other  securities  of  KeyCom.

          (i)     None  of  the Acquired Companies shall enter into any Contract
that  commits  it  to  take  any action or omit to take any action that would be
inconsistent  with  any  of  the  provisions  of  this  Section 5.1 or any other
provisions  of  this  Agreement  or  the  Plan.

     5.2     Emergent's  Due  Diligence Investigation.  Between the date of this
Agreement  and  the  Closing  Date,  the  Acquired  Companies  shall  (a) permit
Emergent  and  its  authorized  representatives to have reasonable access to the
Acquired  Companies'  facilities  and  offices  during normal business hours, to
observe the Acquired Companies' operations, to meet with the Acquired Companies'
officers  and  employees, and to audit, examine and copy the Acquired Companies'
files,  books  and  records  and  other documents and papers, and (b) provide to
Emergent  and  its  authorized  representatives  all  information concerning the
Acquired  Companies'  business, Assets and financial condition, its shareholders
and  the  KeyCom  Stock  that  Emergent  reasonably  requests.

     5.3     Consents.  Between the date of this Agreement and the Closing Date,
each  of  the  Acquired  Companies  shall  in good faith use its reasonable best
efforts  to  obtain all Consents and approvals of all lenders, lessors, vendors,
customers  and  other  Persons  necessary  to  permit  the  Merger and the other
Transactions  to  be  consummated without violating any loan agreement, lease or
other  material Contract to which any of the Acquired Companies is a party or by
which  any  of the Acquired Companies is bound, and to give the notices and make
the  filings  described  on  Schedule  3.2.

     5.4     Acquisition  Proposals.  Between the date of this Agreement and the
Closing  Date,  neither  KeyCom,  nor  any  officer,  director,  employee,
representative  or  agent  of  KeyCom  shall,  directly  or indirectly, solicit,
initiate,  encourage  or  respond  to  any  inquiries  or  proposals  from,  or
participate  in  any discussions or negotiations with, or provide any non-public
information  to,  any  Person  or  group (other than  Emergent and its officers,
employees,  representatives  and  agents) concerning any bulk sale of any of the
Assets  of  the  Acquired  Companies  (other than with respect to the conversion
and/or  exercise  of  currently  outstanding warrants and/or stock options), any
sale  of  shares  of capital stock or other securities of the Acquired Companies
(other  than  with  respect  to  the  conversion  and/or  exercise  of currently
outstanding  stock  options  and/or  warrants),  or any merger, consolidation or
similar  transaction  involving  any  of  the  Acquired Companies.  KeyCom shall
immediately  advise  Emergent of, and communicate to  Emergent the terms of, any
such  inquiry  or  proposal  received  by  any  of the Acquired Companies or any
Shareholder.


<PAGE>
     5.5  Advice of Changes.  Between the date of this Agreement and the Closing
Date,  KeyCom  shall promptly advise  Emergent, in writing, of any fact of which
it  obtains  knowledge  and  that,  if  existing or known as of the date of this
Agreement,  would have been required to be set forth or disclosed in or pursuant
to  this  Agreement (it being understood that such advice shall not be deemed to
modify the representations, warranties and covenants of KeyCom contained in this
Agreement).  For  purposes  of  determining  the accuracy of representations and
warranties  of KeyCom contained in this Agreement for the purpose of determining
the  fulfillment  of  the  condition  set  forth  in  Section 9.3, the Schedules
delivered  by  KeyCom shall be deemed to include only that information contained
therein  on  the  date  of  this  Agreement  and  shall be deemed to exclude any
information  contained  in  any subsequent supplement or amendment thereto.  For
purposes  of determining the accuracy of representation and warranties of KeyCom
contained  in this Agreement for the purpose of the indemnification set forth in
Section  13.1 12.1, the Schedules delivered by KeyCom shall be deemed to include
that  information  contained  therein  on  the  date  of  this Agreement and any
information  contained  in  any  subsequent  supplement  or  amendment  thereto.

     5.6  Reasonable Best Efforts.  KeyCom shall use its reasonable best efforts
to  consummate  the  Merger  and  the  other  Transactions  as  of  the earliest
practicable  date.  KeyCom  shall not take, or cause to be taken, or to the best
of  its ability permit to be taken, any action that would impair the prospect of
completing  the  Merger  and  the  other  Transactions.

     Section 6:   Certain Obligations of  Emergent and Newco Pending Closing

     6.1     Corporate  Status.  Between  the  date  of  this  Agreement and the
Closing  Date:

          (a)     Each  of  Emergent  and  Newco  shall  maintain  its corporate
existence  and  good  standing  in the State of Delaware and shall not amend its
charter  or bylaws in any manner that would be inconsistent with its obligations
under  this  Agreement  or  the  Plan.

          (b)     Neither  Emergent nor Newco shall enter into any Contract that
commits  it  to  take  any  action  or  omit  to  take  any action that would be
inconsistent  with  any  of  the  provisions  of  this  Agreement  or  the Plan.

     6.2     KeyCom  Due  Diligence  Investigation.  Between  the  date  of this
Agreement and the Closing Date, upon KeyCom's request, Emergent shall (a) permit
KeyCom  and its authorized representatives to visit Emergent's facilities during
normal  business hours, to meet with 's Emergent's key officers, and (b) provide
to  KeyCom  and  its  authorized  representatives  all publicly and non-publicly
available  information  concerning Emergent, its owners and its subsidiaries and
their  respective  businesses,  assets  and  financial  condition,  that  KeyCom
reasonably  requests.  All  such  information  to  which  KeyCom  and  its
representations  are  given  access  shall  be  subject  to  the Confidentiality
Agreement.


<PAGE>
     6.3     Consents.  Between the date of this Agreement and the Closing Date,
Emergent  and  Newco  shall  in  good faith use their reasonable best efforts to
obtain  all Consents and approvals of all Persons necessary to permit the Merger
and  the  other Transactions to be consummated, and to give the notices and make
the  filings,  described  in  Section  4.2.

     6.4     SEC  Reports.  Between  the  date of this Agreement and the Closing
Date,  Emergent shall file all reports and other filings required to be filed by
it under the Exchange Act, and  Emergent shall deliver to KeyCom, promptly after
they  become  available,  all registration statements, proxy statements, reports
and  other  filings,  and  all amendments thereto, that  Emergent files with the
SEC.

     6.5     Advice  of  Changes.  Between  the  date  of this Agreement and the
Closing  Date,  Emergent  shall promptly advise KeyCom,  in writing, of any fact
of  which  it obtains knowledge and that, if existing or known as of the date of
this  Agreement,  would have been required to be set forth or disclosed pursuant
to a representation or warranty in this Agreement (it being understood that such
advice  shall  not  be  deemed  to  modify  the  representations, warranties and
covenants  of  Emergent  and/or  Newco  contained  in  this  Agreement).

     6.6     Reasonable  Best  Efforts.   Emergent  and  Newco  shall  use their
reasonable  best  efforts to consummate the Merger and the other Transactions as
of the earliest practicable date, and neither  Emergent nor Newco shall take, or
cause  to  be  taken,  or  to  the best of their ability permit to be taken, any
action  that  would  impair  the prospect of completing the Merger and the other
Transactions.

     6.7     Investment,  Emergent  will  cause seven hundred and fifty thousand
dollars  ($750,000.00)  to be invested into KeyCom (the "Investment") payable in
three  successive  weekly installments of two hundred and fifty thousand dollars
($250,000.00)  each,  commencing  on Wednesday, July 25, 2001 and a like payment
being  made  on  each Wednesday thereafter until a total of $750,000.00 is paid.
The  Investment  will  be represented by Zero Coupon Debt Certificates issued by
KeyCom  in  a  form acceptable to Emergent, that form being recently supplied by
Emergent. Additionally, Emergent will provide on or before the 25th day of July,
2001, a formal underwriting commitment issued by Heritage West Securities, Inc.,
in  a  form  and  with  the  terms and conditions substantially similar to those
reflected  in  the  letter  of intent submitted by Heritage. The commitment must
provide  for  the  sale  of  $5,000,000  in securities over the course of twelve
months

                Section 7:   Additional Covenants of the Parties

     7.1     KeyCom  Shareholder's Meeting  KeyCom shall conduct a shareholder's
meeting  to  obtain  approval  for  all  matters in connection with this Plan of
Reorganization  which  require  shareholder  approval  under the DGCL, including
proxy  requirements.

     7.2     Tax  Free  Reorganization.  Emergent  and  KeyCom  agree  not  to
intentionally  take or cause to be taken any actions that would adversely affect
the  treatment  of  the Merger as a reorganization within the meaning of Section
368(a)  of  the  Code.

       Section 8:   Conditions Precedent to KeyCom's  Closing Obligations


<PAGE>
     Each  obligation  of  KeyCom  to  be performed on the Closing Date shall be
subject  to the satisfaction of each of the conditions stated in this Section 8,
except  to  the  extent  that  such satisfaction is waived by KeyCom in writing.

     8.1     Approval  of  KeyCom Shareholders.  The Merger shall have been duly
approved  by  the  affirmative  vote of the Shareholders of KeyCom in accordance
with  applicable  Law.  A  majority  of  KeyCom  shareholders  have signed their
irrevocable  proxy  in  favor  of  the  merger.

     8.2     Adverse  Changes.  There  shall  not have been any material adverse
change  or  material casualty loss affecting Emergent or any of its subsidiaries
or  their respective businesses, Assets or financial condition, between the date
of  this  Agreement  and  the  Closing  Date,  and there shall not have been any
material  adverse  change  in  the  financial  performance  of  Emergent  or its
subsidiaries  between  the  date  of this Agreement and the Closing Date.  It is
understood  that a decline in Emergent Common Stock's price shall not, in and of
itself,  be  deemed  a  material  adverse  change.

Section 9:   Conditions Precedent  to Emergent's and Newco's Closing Obligations

     Each  obligation of  Emergent and Newco to be performed on the Closing Date
shall  be  subject  to the satisfaction of each of the conditions stated in this
Section 9, except to the extent that such satisfaction is waived by  Emergent in
writing.

     9.1     Approval  of  the  KeyCom Shareholders.  The Merger shall have been
duly  approved by the affirmative majority vote of the shareholders of KeyCom in
accordance  with  applicable  Law.

     9.2     Dissenting  and other KeyCom Shareholders.  The aggregate number of
shares  of KeyCom Stock owned by those shareholders of KeyCom (if any) who shall
have  exercised  (or  given  notice  of  their intent to exercise) the rights of
dissenting  shareholders  under  applicable  California  or any other applicable
corporate  law  shall be less than forty nine percent 49% of the total number of
outstanding  shares  of  KeyCom  Stock.

     9.3     KeyCom's  Representations.  All  representations,  warranties  and
certifications  made  by  KeyCom  in this Agreement or pursuant hereto shall not
have  been  false  or  misleading  in  any  material  respect.

     9.4     KeyCom's  Performance.  All  of  the  terms  and conditions of this
Agreement  to  be satisfied or performed by KeyCom on or before the Closing Date
(including  the  Obligations  set  forth  in  Section  10.2)  shall  have  been
substantially  satisfied  or  performed.

     9.5     Absence  of  Proceedings.  No Proceeding shall have been instituted
(excluding  any such Proceeding initiated by or on behalf of  Emergent or any of
its subsidiaries), no Judgment shall have been issued, and no new Law shall have
been  enacted,  on or before the Closing Date, that seeks to or does prohibit or
restrain,  or  that seeks damages as a result of, the consummation of the Merger
or  any  of  the  other  Transactions.


<PAGE>
     9.6     Adverse  Changes.  There  shall  not have been any material adverse
change  or  material  casualty  loss affecting any of the Acquired Companies, or
their  respective businesses, Assets or financial condition, between the date of
this  Agreement and the Closing Date, and there shall not have been any material
adverse  change  in  the  financial performance of any of the Acquired Companies
between  the  date  of  this  Agreement  and  the  Closing  Date.

     9.7     Audit.  KeyCom  shall  have completed its annual audit of the books
and  records  of  the  Acquired  Companies.

                              Section 10:  Closing

     10.1     Closing.  The  closing  of  the  Merger and the other Transactions
(the  "Closing")  shall  take  place at a mutually agreeable time and place on a
date  designated  by Emergent (the "Closing Date"),.  Contemporaneously with the
Closing,  the  parties  hereto  shall  cause  the  Plan  and  properly  executed
Certificate  of Merger conforming to the requirements of Delaware and California
Law  (the  "Certificate  of Merger") to be filed with the proper officers of the
States  of  Delaware  and  California,  and  the parties shall take such further
actions  as  may  be  required by the States of Delaware and California, and any
other applicable Law, in connection with consummation of the Merger.  The Merger
shall  take  effect  at the time such filing is made with the States of Delaware
and  California  or at such later time as may be specified in the Certificate of
Merger  (the  "Effective  Date").

     10.2     KeyCom's  Obligations  at  Closing.  At  or  prior to the Closing,
Emergent  and  Newco  shall  have  received  the  following:

          (a)     All  instruments or documents necessary to change the names of
the individuals who have access to or are authorized to make withdrawals from or
dispositions  of  all  bank  accounts, other accounts, certificates of deposits,
marketable  securities,  other  investments,  safe deposit boxes, lock boxes and
safes  of  KeyCom described on Schedule 3.4 and all keys and combinations to all
safe  deposit  boxes,  lock  boxes  and  safes  of KeyCom and other depositories
described  on  Schedule  3.4.

          (b)     A  certificate,  dated the Closing Date, in form and substance
satisfactory  to  Emergent,  signed  by  the  Chief  Executive Officer and Chief
Financial  Officer  of  KeyCom,  certifying,  that  (i)  all representations and
warranties made by KeyCom in this Agreement are correct in all material respects
as  of  the  Closing  Date, as if made on and as of the Closing Date, except for
changes  contemplated  or permitted by this Agreement, (ii) all of the terms and
conditions of this Agreement to be satisfied or performed by KeyCom on or before
the Closing Date have been substantially satisfied or performed, and (iii) there
has not been any material adverse change or material casualty loss affecting any
of  the  Acquired  Companies,  or their business, Assets or financial condition,
between  the date of this Agreement and the Closing Date, and there has not been
any  material  adverse change in KeyCom's financial performance between the date
of this Agreement and the Closing Date [other than continued operating losses in
the  ordinary  course  of  business

          (c)      A  Certificate  of  Merger  for  the  States  of Delaware and
California,  in  form  and substance, acceptable to the parties ("Certificate of
Merger"),  dated  the  Closing  Date  and  duly  executed  by  KeyCom.


<PAGE>
          (d)     The  signed  copies  of  all  Consents listed on Schedule 3.2.

          (e)     All  of  the  original  minute  books  and  stock books of the
Acquired  Companies  (including  original stock certificates evidencing KeyCom's
100%  ownership  of  each  of  the subsidiaries) and duly executed resignations,
dated  the  Effective  Date,  of  all  directors  and  officers  of the Acquired
Companies  other  than  as  specified  by  Emergent.

          (f)     Good  standing certificates  for KeyCom, dated no earlier than
ten  (10)  days  before  the Closing Date, from the State of California and from
each other jurisdiction in which it is qualified or registered to do business as
a  foreign  corporation and good standing certificate or equivalent from each of
the  other  Acquired  Companies  from  their  respective  jurisdiction  of
incorporation.

          (g)     A  certificate of Secretary of KeyCom as to the incumbency and
signatures  of  the  officers  of  KeyCom  executing  this  Agreement.

          (h)     Copies  of  the  resolutions  duly  adopted  by  the  board of
directors and shareholders of KeyCom, authorizing KeyCom to execute, deliver and
perform  this  Agreement  and  the  Plan  and  to  consummate  the Transactions,
certified  by  an  officer  of  KeyCom  as  in  full  force  and effect, without
modification  or  rescission,  on  and  as  of  the  Closing  Date.

          Emergent.

          Purchase  price:  Emergent will deliver as full payment for the shares
of KeyCom to be acquired 250,000 of its Senior Series E Secured Preferred Stock.

          (j)     A  Security  Agreement,  substantially  in  the  form attached
hereto as Exhibit "B" (the Security Agreement") dated the Closing Date, and duly
executed  by  Emergent.

          (n)     All  other  agreements,  certificates,  instruments, financial
statement certifications, opinions of counsel and documents reasonably requested
by  Emergent  in  order  to  fully consummate the Transactions and carry out the
purposes  and  intent  of  this  Agreement  and  the  Plan.

     10.3     Emergent's  and  Newco's  Obligations at Closing.  At the Closing,
KeyCom  shall  have  received  the  following:

          (a)     The  Certificate  of  Merger  duly  executed  by  Newco.

          (b)     A  certificate,  dated the Closing Date, in form and substance
satisfactory  to  the  Shareholders, signed by an executive officer of Emergent,
certifying  that (i) all representations and warranties made by  Emergent and/or
Newco  in  this Agreement are correct in all material respects as of the Closing
Date,  as if made on and as of the Closing Date, except for changes contemplated
or  permitted by this Agreement and (ii) all of the terms and conditions of this
Agreement  to  be  satisfied or performed by  Emergent and/or Newco on or before
the  Closing  Date  have  been  substantially  satisfied  or  performed.

          (c)     Good  standing  certificates  for  each of Emergent and Newco,
dated  no  earlier than ten (10) days before the Closing Date, from the State of
Delaware.


<PAGE>
          (d)     Copies  of  the  resolutions  duly  adopted  by  the  board of
directors  of Emergent and by the board of directors and the sole Shareholder of
Newco,  authorizing  Emergent  and  Newco, respectively, to execute, deliver and
perform  this  Agreement  and  the  Plan  and  to  consummate  the Transactions,
certified by an officer of Emergent or Newco, respectively, as in full force and
effect,  without  modification  or  rescission,  on  and as of the Closing Date.

          (e)     A certificate of Secretary of each of Emergent and Newco as to
the  incumbency  and signatures of the officers of  Emergent and Newco executing
this  Agreement.

          (g)     Security  Agreement  duly  executed  Emergent  and  Newco.


          (i)     All  other  agreements, certificates, instruments, opinions of
counsel  and  documents  reasonably  requested  by  KeyCom  in  order  to  fully
consummate  the  Transactions  and  carry  out  the  purposes and intent of this
Agreement.

           Section 11:   Certain Obligations and Rights after Closing

     11.1     Cooperation  with  Emergent  and  the Surviving Corporation.  From
and  after  the  Closing  Date,  (a)  each  of the KeyCom management shall fully
cooperate  to  transfer  to  Emergent  and  the  Surviving  Corporation the full
control  and  enjoyment  of  the  Acquired  Companies;  (b)  none  of the KeyCom
management shall take any action, directly or indirectly, alone or together with
others,  that  obstructs  or  impairs the smooth assumption by  Emergent and the
Surviving  Corporation  of  the  business of the Acquired Companies; and (c) the
KeyCom  management  shall  promptly  deliver  to  Emergent  and  the  Surviving
Corporation  all correspondence, papers, documents and other items and materials
received  by  any  of  the  management  of KeyCom after the Effective Date which
pertain  to  the  business or Assets of the Acquired Companies.  At any time and
from  time  to  time  after the Closing Date, at  Emergent's request and without
further  consideration (but at 's Emergent's expense), each of KeyCom management
shall  promptly  execute  and deliver all such further agreements, certificates,
instruments  and  documents  and  perform  such further actions as  Emergent may
reasonably  request,  in  order  to  fully  consummate  the Merger and the other
Transactions  and  to  fully carry out the purposes and intent of this Agreement
and  the  Plan, including, but not limited to, such documents and actions as may
be  required  in connection with the continuation or termination of the employee
benefit  plans  of  KeyCom,  the  adoption  by  the  Surviving  Corporation  of
Emergent's  employee  benefit plans, and the filing of tax returns of KeyCom for
all  periods ending on, before or including the Closing Date. The aforementioned
co-operation  is  acknowledged  by all parties to be to be integral in arranging
the  financing  necessary  for  the  continuation  of the business including the
payments  contemplated under the preferred stock agreements. Therefore any delay
in  providing  the  requested  information shall defer the obligations under the
security  agreement  and  shall  constitute  an  absolute defense to any noticed


<PAGE>
default.    Notwithstanding  the  foregoing,  nothing in this Section 11.1 shall
limit  the rights of any Person to exercise his legal rights with respect to his
capacity  as  a  shareholder,  officer,  director  or  employee  of the Acquired
Companies  or,  after  the  Closing  Date,  Emergent or any of its subsidiaries,
including  his  rights  under  employment  agreements  or his right, to vote his
shares  or  dissent  from  the  Merger.

      Stock.

          (a)     The  shares  of  Emergent  Preferred Stock to be issued in the
Merger  will  not  be  transferable until on or after two years from the Closing
Date  and  each  Stockholder  of  KeyCom  shall  be subject to such restriction;

          (b)     All  certificates for Emergent Preferred Stock to be issued in
the  Merger shall bear appropriate restrictive legends to reflect Subsection (a)
hereof,  and  Emergent  shall have the right to place a stop transfer order with
its  transfer  agent  against  all  such  shares.


                          Section 12:   Indemnification

     12.1     Indemnification.

     From  and  after  the Closing Date, the KeyCom shareholders, through, shall
indemnify  and  hold  harmless  Emergent and its successors and assigns, and its
directors, officers, employees, agents and representatives, from and against any
and  all  actions,  suits,  claims,  demands,  debts,  liabilities, obligations,
losses, damages, costs and expenses (in each case net of any applicable reserves
set  forth  on  the  October  31  Latest  Balance Sheet and net of any insurance
recoveries)  , including without limitation reasonable attorney's fees and court
costs,  arising  out  of  or  caused  by,  directly  or  indirectly,  any of the
following:

          (a)     Any  misrepresentation,  breach  or failure of any warranty or
representation  made  by  KeyCom  in  or  pursuant  to  this  Agreement.

          (b)     Any  failure  or  refusal  by KeyCom to satisfy or perform any
covenant,  term  or  condition  of  this  Agreement  required to be satisfied or
performed  by  any  or  all  of  them.

          (c)     Any  Proceeding  against Emergent by any Person arising out of
or  caused  by, directly or indirectly, any act or omission of KeyCom, or any of
its  shareholders,  directors,  officers,  employees, agents or representatives,
occurring  at  any  time  prior  to  the  Effective  Date.

          (d)     Any  deficiency  or adjustment for Taxes and related interest,
penalties  and  expenses, assessed against or imposed upon KeyCom (or any of its
successors)  with  respect  to  any period ending on or before the Closing Date.
The  right  of  Emergent to indemnification under this Section 12.1 shall not be
affected by the fact that the applicable tax deficiency, adjustment, interest or
penalties  may be assessed against  Emergent as a result of the fact that, after
the  Closing  Date,  KeyCom shall be included in the consolidated federal income
tax  returns  filed  by  Emergent.


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     12.2     Indemnification  Procedures.  With  respect  to  each  event,
occurrence  or  matter  (an  "Indemnification Matter") as to which Emergent,(the
"Indemnitee"),  is  entitled to indemnification (the "Indemnitor") under Section
12.1.

          (a)     Within  ten  (10)  days  after the Indemnitee receives written
documents  underlying  the  Indemnification  Matter  or,  if the Indemnification
Matter  does  not  involve a third party action, suit, claim or demand, promptly
after  the  Indemnitee  first  has knowl-edge of the Indemnification Matter, the
Indemnitee  shall  give  notice  to  the  Indemnitor  of  the  nature  of  the
Indemnification  Matter  and  the  amount  demanded  or  claimed  in  connection
therewith  ("Indemnification  Notice"), together with copies of any such written
documents.

          (b)     If  a  third  party action, suit, claim or demand is involved,
then,  upon  receipt of the Indemnification Notice, the Indemnitor shall, at its
expense and through counsel of its choice, promptly assume and have sole control
over  the  litigation,  defense  or  settlement  (the  "Defense")  of  the
Indemnification  Matter,  except  that (i) the Indemnitee may, at its option and
expense  and through counsel of its choice, participate in (but not control) the
Defense;  (ii)  if  the  Indemnitee reasonably believes that the handling of the
Defense  by the Indemnitor may have a material adverse effect on the Indemnitee,
its  business  or  financial  condition,  or its relationship with any customer,
supplier,  employee,  salesman,  consultant,  agent  or representative, then the
Indemnitee  may,  at  its  option and expense and through counsel of its choice,
assume control of the Defense, provided that the Indemnitor shall be entitled to
participate  in  the  Defense  at its expense and through counsel of its choice;
(iii) the Indemnitee shall not consent to any judgment or order, or agree to any
settlement,  without  the  Indemnitor's  prior  written  consent;  (iv)  if  the
Indemnitor does not promptly assume control over the Defense or, after doing so,
does not continue to prosecute the Defense in good faith, the Indemnitee may, at
its  option  and through counsel of its choice, but at the Indemnitor's expense,
assume control over the Defense. In any event, the Indemnitor and the Indemnitee
shall  fully cooperate with each other in connection with the Defense, including
without  limitation by furnishing all available documentary or other evidence as
is  reasonably  requested  by  the  other.

          (c)     All  amounts owed by the Indemnitor to the Indemnitee (if any)
shall  be  paid  in  full  in accordance with the terms of the Escrow Agreement.

     12.3  Limits  on Indemnification.  The KeyCom shareholders' liability under
this  Section  13  shall  be  limited  as  follows:

          (1)     No  amount  shall  be  payable by any KeyCom shareholder under
this  Section  12 unless and until the aggregate amount otherwise payable by the
KeyCom  shareholders  under this Section 12 exceeds Twenty Five Thousand Dollars
($25,000),  in  which  event  the  KeyCom shareholders shall only pay all future
amounts in excess of such amount payable by any of the KeyCom shareholders under
this  Section  12.

          (2)     The KeyCom shareholders' total liability under this Section 12
shall  not  exceed the total amount of the Escrow Fund (as defined in the Escrow
Agreement).

          (3)     With  respect  to  any Indemnification Matters, the Indemnitor
shall  not  be  liable  as  to  any  such  Indemnification  Matter for which the
Indemnitee  does  not  give  an  Indemnification  Notice  to  the  Indemnitor in
accordance  with  Section 12.2(a) within) twelve (12) months after the Effective
Date.


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     12.4     Exceptions.  None  of the foregoing limitations shall apply in the
case  of  any  Indemnification  Matter  involving intentional misrepresentation,
fraud  or  criminal  matters.

                         Section 13:   Other Provisions

     13.1     Termination.  At  any  time before the Closing, whether or not the
Merger  has  been  approved  by  KeyCom's  shareholders,  this  Agreement may be
terminated  and  the  Merger  abandoned  in accordance with any of the following
methods:

          (a)     By  the  mutual  written  consents  of  Emergent  and  KeyCom,
authorized  by  their  respective  boards  of  directors.

          (b)     By  written  notice from Emergent to KeyCom, or from KeyCom to
Emergent,  if  it  becomes  certain (for all practical purposes) that any of the
conditions  to the closing obligations of the party giving such notice cannot be
satisfied  on  or before December 31, 2000, for a reason other than such party's
default,  and  such  party  is  not  willing  to  waive the satisfaction of such
condition.

          (c)     By  written  notice from Emergent to KeyCom, or from KeyCom to
Emergent,  if  the Closing does not occur on or before December 31, 2001 for any
reason  other  than  a breach of this Agreement by the party giving such notice.

     13.2     Publicity.  Without  the prior written consent of Emergent, KeyCom
shall  not  make  any  public announcement regarding the Transactions, nor shall
they  in  any  public  manner  disseminate  any  information  regarding  KeyCom,
Emergent, the Merger or the other Transactions.  Unless required by Law or stock
exchange  regulation,  in the opinion of 's Emergent's counsel, neither Emergent
nor  Newco shall make any public announcement regarding the Transactions without
first  consulting with KeyCom.  With respect to any announcement that any of the
parties  is  required  by  Law or stock exchange regulation to issue, such party
shall,  to the extent possible under the circumstances, review the necessity for
the  contents  of  the  announcement  with  the  other  party before issuing the
announcement.  The  provisions  of  this  Section  14.2  13.2  shall survive any
termination  of  this  Agreement  for  a  period  of  one  year.

     13.3     Fees  and  Expenses.   Emergent  shall  pay  all  of  the fees and
expenses  incurred by it and/or Newco, and KeyCom shall, at or prior to Closing,
pay  all  of the fees and expenses incurred by it and the KeyCom Shareholders in
negotiating  and  preparing this Agreement and the Plan (and all other contracts
and  documents executed in connection herewith or therewith) and in consummating
the  Transactions  as  well  as  all  other  fees and expenses owed by it to its
counsel;

     13.4     Notices.  All  notices,  consents or other communications required
or  permitted  to be given under this Agreement shall be in writing and shall be
deemed  to  have  been  duly given when delivered personally or one business day
after  being sent by a nationally recognized overnight delivery service, postage
or delivery charges prepaid.  Notices may also be given by prepaid facsimile and


<PAGE>
shall  be  effective  on  the  date  transmitted  if  confirmed  telephonically
immediately  thereafter and within 48 hours thereafter by a signed original sent
in  the  manner  provided in the preceding sentence.  Notices to KeyCom shall be
sent to KeyCom to the attention of its President (in the manner provided below).
Notices  to  Emergent and/or Newco shall be sent to Emergent's address stated on
page  one  of  this  Agreement to the attention of its President.  Any party may
change  its  address  for notice and the address to which copies must be sent by
giving  notice of the new addresses to the other parties in accordance with this
Section  13.4,  provided  that  any  such  change of address notice shall not be
effective  unless  and  until  received.

     13.5     Survival  of Representations and Covenants.  Except as provided in
Section  12.3(c),  all representations and warranties and covenants made in this
Agreement  or  pursuant  hereto  shall  survive  the date of this Agreement, the
Closing  Date, the Effective Date and the consummation of the Transactions for a
period  of  two  years.

     13.6     Interpretation  of  Representations.  Each  representation  and
warranty  made  in this Agreement or pursuant hereto is independent of all other
representations and warranties made by the same parties, whether or not covering
related  or similar matters, and must be independently and separately satisfied.
Exceptions or qualifications to any such representation or warranty shall not be
construed  as  exceptions  or  qualifications  to  any  other  representation or
warranty.

     13.7     Reliance  by  Emergent  and  Newco.  Notwithstanding  the right of
Emergent and Newco to investigate the businesses, Assets and financial condition
of  the  Acquired  Companies,  and  notwithstanding  any knowledge determined or
determinable by  Emergent and Newco as a result of such investigation,  Emergent
and Newco have the unqualified right to rely upon, and have relied upon, each of
the  representations and warranties made by KeyCom in this Agreement or pursuant
hereto.

     13.8     Entire  Understanding.  This Agreement, together with the Exhibits
and  Schedules  hereto,  and  the Plan and, Security Agreement, state the entire
understanding  among  the  parties with respect to the subject matter hereof and
thereof, and supersede all prior oral and written communications and agreements,
and  all contemporaneous oral communications and agreements, with respect to the
subject  matter  hereof, including without limitation all confidentiality letter
agreements  and  letters of intent and term sheets previously entered into among
some  or  all  of  the  parties  hereto.  No  amendment  or modification of this
Agreement  shall  be effective unless in writing and signed by the party against
whom  enforcement  is  sought.

     13.9     Parties  in  Interest.  This Agreement shall bind, benefit, and be
enforceable  by  and  against  KeyCom,  Emergent  and Newco and their respective
successors  and  assigns.  No party shall in any manner assign any of its rights
or obligations under this Agreement without the express prior written consent of
the other parties.  Nothing in this Agreement or the Plan is intended to confer,
or shall be deemed to confer, any rights or remedies upon any Persons other than
the  parties  hereto  and  the  respective directors and Shareholders of KeyCom,
Emergent  and  Newco.


<PAGE>
     13.10     Waivers.  Except  as  otherwise  expressly  provided  herein,  no
waiver with respect to this Agreement shall be enforceable unless in writing and
signed  by  the  party  against whom enforcement is sought.  Except as otherwise
expressly  provided  herein,  no  failure  to  exercise, delay in exercising, or
single  or  partial  exercise of any right, power or remedy by any party, and no
course of dealing between or among any of the parties, shall constitute a waiver
of,  or  shall  preclude  any  other or further exercise of, any right, power or
remedy.

     13.11      Severability.  If  any  provision of this Agreement is construed
to  be  invalid,  illegal or unenforceable, then the remaining provisions hereof
shall  not  be affected thereby and shall be enforceable without regard thereto.

     13.12     Counterparts.  This  Agreement  may  be executed in any number of
counterparts,  each of which when so executed and delivered shall be an original
hereof,  and  it  shall  not  be  necessary in making proof of this Agreement to
produce  or  account  for  more  than  one  counterpart  hereof.

     13.13     Section  Headings.  Section  and  subsection  headings  in  this
Agreement  are  for  convenience  of reference only, do not constitute a part of
this  Agreement,  and  shall  not  affect  its  interpretation.

     13.14     References.  All  words used in this Agreement shall be construed
to  be  of  such  number  and  gender  as  the  context  requires  or  permits.

     13.15     Controlling  Law.  Except  and  only  to  the  extent  that  the
corporate  law  aspects  of the Merger are governed by the corporate laws of the
State  of  Delaware.  THIS  AGREEMENT  IS MADE UNDER, AND SHALL BE CONSTRUED AND
ENFORCED  IN  ACCORDANCE  WITH,  THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO
AGREEMENTS  MADE  AND  TO  BE PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO
PRINCIPLES  OF  CONFLICTS  OF  LAW.

     13.16     Arbitration.   In  the event of any dispute, claim or controversy
concerning, arising out of or relating to this Agreement, its effect, the breach
thereof,  or  the  transactions contemplated by it, the same shall be settled by
arbitration  in accordance with the Commercial Arbitration Rules of the American
Arbitration  Association  (the "AAA Rules"). The arbitration shall be before one
neutral  arbitrator  to  be  selected in accordance with the AAA Rules and whose
decision  shall  be rendered in writing. The results of the arbitration shall be
final  and  binding  upon the parties, with costs paid by the party who does not
prevail  in  the  arbitration,  and judgment on  the award may be entered in any
court  having jurisdiction thereof. In rendering the award, the arbitrator shall
determine the rights and obligations of the parties according to the substantive
and  procedural laws of the State of Delaware.  The arbitration shall be held in
Chicago, Illinois, or at such other place as may be selected by mutual agreement
of the parties. The arbitrator shall have no authority to award punitive damages
or  any other damages not measured by the prevailing party's actual damages, and
may  not,  in any event, make any ruling, finding or award that does not conform
to  the terms and conditions of this Agreement. Neither party nor the arbitrator
may  disclose  the  existence,  content, or results of any arbitration hereunder
without  the  prior written consent of both parties, unless required to do so by
order  of a Governmental Authority, or as required by either party's auditors in
connection  with the preparation of audited financial statements, or as required
by the disclosure requirements of any U.S. or foreign securities law, regulation
or  stock exchange rule, or if a petition to enforce arbitration is necessary to
be  filed  with  a  court  of  competent  jurisdiction.


<PAGE>
     13.17     No  Third-Party Beneficiaries.  No provision of this Agreement or
the  Plan  is  intended to or shall be construed to grant or confer any right to
enforce  this  Agreement or the Plan, or any remedy for breach of this Agreement
or the Plan, to or upon any Person other than the parties hereto, including, but
not  limited  to,  any  customer,  prospect,  supplier,  employee,  contractor,
salesman,  agent  or  representative  of  any  of  the  Acquired  Companies.

     13.18     Nature of Transactions.  The parties intend that the Merger shall
constitute  a  tax-free  reorganization under the Internal Revenue Code of 1986,
as  amended.

     13.19     Bankruptcy  and Equitable Qualifications.  Each representation or
warranty  made  in or pursuant to this Agreement regarding the enforceability of
any  Contract  shall  be qualified to the extent that such enforceability may be
effected  by  bankruptcy,  insolvency  and  other  similar  laws  or  equitable
principles  (but not those concerning fraudulent conveyance) generally affecting
creditors'  rights  and  remedies.

     13.20     Construction.  The  parties  hereto  agree  that  any  rule  of
construction  to  the  effect  that  ambiguities  are to be resolved against the
drafting  party  shall  not  be applied in the construction or interpretation of
this  Agreement or any agreements delivered in connection with the Transactions.

     Witness  the  due execution and delivery hereof as of the date first stated
above.

KeyCom,  Inc.                          Emergent  Financial  Group,  Inc.

_______________________                    _______________________
By:                                        By:
Name:                                      Name:
Title:                                     Title:


                                           KeyCom  Holding  Corporation

                                           _______________________
                                           By:
                                           Name:
                                           Title:


<PAGE>