BETWEEN

                    DIGIMEDIA USA, INC., a Nevada Corporation

                                       AND


               NITROS FRANCHISE CORPORATION., a Nevada Corporation

                                  May 14, 1997

TABLE OF CONTENTS
1. Definitions
2. Basic Transaction
      (a) The Merger
      (b) The Closing
      (c) Actions at the Closing
      (d) Effect of Merger
      (e) Procedure for Payment
3. Representations and Warranties of the Target
      (a) Organization, Qualification, and Corporate Power
      (b) Capitalization
      (c) Authorization of Transaction
      (d) Noncontravention
      (e) Filings with the SEC
      (f) Financial Statements
      (g) Events Subsequent to Most Recent Available Financial Statement
      (h) Undisclosed Liabilities
      (i) Brokers' Fees
      (j) Continuity of Business Enterprise
      (k) Disclosure
4. Representations and Warranties of the Buyer
      (a) Organization
      (b) Capitalization
      (c) Authorization of Transaction
      (d) Noncontravention
      (e) Brokers' Fees
      (f) Continuity of Business Enterprise
      (g) Disclosure
      (h) Buyer's Financial Statements
      (i) Subsequent Events
      (j) Title To Assets
      (k) Undisclosed Liabilities
      (l) Legal Compliance
      (m) Intellectual Property







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5. Covenants
      (a) General
      (b) Notices and Consents
      (c) Regulatory Matters and Approvals
      (d) Fairness Opinion and Comfort Letters
      (e) Listing of Buyer Shares
      (f) Operation of Business
      (g) Full Access
      (h) Notice of Developments
      (i) Exclusivity
      (j) Indemnification
      (k) Continuity of Business Enterprise
6. Conditions to Obligation to Close
      (a) Conditions to Obligation of the Buyer
      (b) Conditions to Obligation of the Target
   7. Miscellaneous
      (a) Survival
      (a) Press Releases and Public  Announcements
      (b) No Third Party Beneficiaries
      (c) Entire Agreement
      (d) Succession and Assignment  
      (e) Counterparts  
      (f) Headings  
      (g) Notices  
      (h) Governing Law
      (i) Amendments and Waivers 
      (j) Severability  
      (k) Expenses 
      (l) Construction
      (m) Incorporation of Exhibits and Schedules
Exhibit A - Articles of Merger
Exhibit B - Parties' Financial Statements
Disclosure Schedules - Exceptions to Representations and Warranties

                          AGREEMENT AND PLAN OF MERGER

      This  agreement  is  entered  into on this  30 day of  April,  1997 by and
      between  DigiMedia USA,  Inc., a Nevada  corporation  (the  "BUYER"),  and
      Nitros  Franchise  Corporation a Nevada  corporation  (the "TARGET").  The
      Buyer and the Target are referred to collectively herein as the "PARTIES,"
      and either individually as "PARTY".

      This Agreement  contemplates a tax-free merger of the Target with and into
the  Buyer in a  reorganization  pursuant  to  ss.368(a)(1)(A)  of the  Internal
Revenue Code of 1986 as amended.  The Target  Stockholders  will receive capital
stock in the  Buyer in  exchange  for their  capital  stock in the  Target.  The










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Parties expect that the Merger will further certain of their business objectives
including, without limitation, 1) to bring a diversified food customer base with
ancillary high tech  capabilities to the Buyer for its existing  business plans,
and 2) to allow Target to become a public  company and gain access to the public
capital markets to finance Target's expansion plans.

      Now,  therefore,  in consideration of the premises and the mutual promises
herein  made,  and in  consideration  of the  representations,  warranties,  and
covenants herein contained, the Parties agree as follows:

      1. DEFINITIONS.

      "AFFILIATE"  has the  meaning  set forth in Rule 12b-2 of the  regulations
promulgated under the Securities Exchange Act.

      "BUYER" has the meaning set forth in the preface above.

      "BUYER SHARE" means any share of the Common Stock, $.00467 cents par value
per share, of the Buyer.

      "ARTICLES OF MERGER" has the meaning set forth in ss.2(c) below.

      "CLOSING" has the meaning set forth in ss.2(b) below.

      "CLOSING DATE" has the meaning set forth in ss.2(b) below.

      "CONFIDENTIAL INFORMATION" means any information concerning the businesses
and  affairs of the  Parties  that is not  already  generally  available  to the
public.

      "CONVERSION RATIO" has the meaning set forth in ss.2(d)(v) below.

      "NEVADA GENERAL  CORPORATION LAW" means the General Corporation Law of the
State of Nevada, as amended.

      "DISCLOSURE SCHEDULE" has the meaning set forth in ss.3 below.

      "EFFECTIVE TIME" has the meaning set forth in ss.2(d)(i) below.

      "EXISTING BUYER  STOCKHOLDERS" means those persons who own common stock of
the  Buyer  and are  common  stockholders  of  record  immediately  prior to the
effective time.

      "EXISTING TARGET  SHAREHOLDERS"  means those persons who owns common stock
of the Target and is a stockholder of record  immediately prior to the effective
time.

      "GAAP" means United States generally accepted accounting  principles as in
effect from time to time.


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      "INCOME TAX BASIS OF ACCOUNTING"  means the accounting  method used by the
Party to prepare its Annual Corporate Income Tax Returns on either IRS Form 1120
or 1120S.

      "IRS" means the Internal Revenue Service.

      "KNOWLEDGE" means actual knowledge without independent investigation.

      "MERGER" has the meaning set forth in ss.2(a) below.

      "NOTICE OF ACTION"  means the notice  required  to be given to all Buyer's
shareholders under applicable Nevada Corporation law to consummate this merger.

      "ORDINARY  COURSE OF  BUSINESS"  means  the  ordinary  course of  business
consistent with past custom and practice (including with respect to quantity and
frequency).

      "PARTY" has the meaning set forth in the preface above.

      "PERSON"  means  an  individual,   a   partnership,   a  corporation,   an
association,  a joint stock company, a trust, a joint venture, an unincorporated
organization, or a governmental entity (or any department,  agency, or political
subdivision thereof).

      "INFORMATION STATEMENT" has the meaning set forth in ss.5(c)(i) below.

      "REQUISITE BUYER  STOCKHOLDER  APPROVAL" means the affirmative vote of the
holders of a majority  of the Buyer  Shares in favor of this  Agreement  and the
Merger.

      "REQUISITE TARGET STOCKHOLDER  APPROVAL" means the affirmative vote of the
holders of a majority of the Target  Shares in favor of this  Agreement  and the
Merger.

      "SEC" means the Securities and Exchange Commission.

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

      "SECURITIES  EXCHANGE ACT" means the  Securities  Exchange Act of 1934, as
amended.

      "SECURITY INTEREST" means any mortgage, pledge, lien, encumbrance, charge,
or other  security  interest,  OTHER  THAN (a)  mechanic's,  materialmen's,  and
similar liens, (b) liens for taxes not yet due and payable or for taxes that the
taxpayer  is  contesting  in good faith  through  appropriate  proceedings,  (c)
purchase  money liens and liens  securing  rental  payments  under capital lease
arrangements, and (d) other liens arising in the Ordinary Course of Business and
not incurred in connection with the borrowing of money. "SPECIAL TARGET MEETING"
has the meaning set forth in ss.5(c)(ii) below.

      "SURVIVING CORPORATION" has the meaning set forth in ss.2(a) below.


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      "TARGET" has the meaning set forth in the preface above.

      "TARGET SHARE" means any share of the Common Stock,  $0.10 (ten cents) par
value per share, of the Target.

      "TARGET  STOCKHOLDER"  means any  Person  who or which  holds  any  Target
Shares.


      2.    BASIC TRANSACTION.

      (a)   THE  MERGER.  On and  subject  to the terms and  conditions  of this
            Agreement,  the  Target  will  merge  with and into the  Buyer  (the
            "MERGER") at the Effective  Time. The Buyer shall be the corporation
            surviving the Merger (the "SURVIVING CORPORATION").

      (b)   THE CLOSING.  The closing of the  transactions  contemplated by this
            Agreement  (the  "CLOSING)  shall take place at the offices of David
            Bawarsky, President, Nitros Franchising Corp. (the Target's Offices)
            at 2121 West Oakland Park Blvd.,  Fort  Lauderdale,  Florida  33311,
            commencing  at  11:00  a.m  local  time on the  first  business  day
            following  the  satisfaction  or  waiver  of all  conditions  to the
            obligations   of  the  Parties  to   consummate   the   transactions
            contemplated  hereby (other than  conditions with respect to actions
            the  respective  Parties  will take at the  Closing  itself) or such
            other date as the Parties may mutually determine.

      (c)   ACTIONS AT THE CLOSING. At the Closing,  (i) the Target will deliver
            to the Buyer the various  certificates,  instruments,  and documents
            referred  to in ss.6(a)  below,  (ii) the Buyer will  deliver to the
            Target the various certificates, instruments, and documents referred
            to in ss.6(b)  below,  (iii) the Buyer and the Target will file with
            the  Secretary  of State of  Nevada  Articles  of Merger in the form
            attached hereto as Exhibit A (the "ARTICLES OF MERGER").

      (d)   EFFECT OF MERGER.

            (i)   GENERAL.  The Merger shall  become  effective at the time (the
                  "EFFECTIVE  TIME") the Buyer and the Target file the  Articles
                  of  Merger  with the  Secretary  of the State of  Nevada.  The
                  Merger  shall have the effect set forth in the Nevada  General
                  Corporation  Law. The Surviving  Corporation  may, at any time
                  after the Effective Time, take any action (including executing
                  and  delivering  any  document)  in the name and on  behalf of
                  either  the  Buyer or the  Target  in  order to carry  out and
                  effectuate the transactions contemplated by this Agreement.

            (ii)  ARTICLES OF  INCORPORATION.  The Articles of  Incorporation of
                  the  Buyer in  effect  at and as of the  Effective  Time  will
                  remain  the  Articles  of   Incorporation   of  the  Surviving
                  Corporation  without  any  amendment  in the Merger  except as
                  provided in this agreement.



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<PAGE>

            (iii) BYLAWS.  The  Bylaws  of the  Buyer in effect at and as of the
                  Effective  Time  will  remain  the  Bylaws  of  the  Surviving
                  Corporation  without  any  modification  or  amendment  in the
                  Merger.

            (iv)  NAME OF SURVIVING CORPORATION. The name of the Buyer as of the
                  Effective  Time will be changed from  DigiMedia  USA,  Inc. to
                  Nitros Franchise Corporation.

            (v)   DIRECTORS  AND  OFFICERS.  The  directors  and officers of the
                  Buyer in office at and as of the  Effective  Time will resign.
                  As  of  the  Effective  Time,   David  Bawarsky  shall  become
                  President k  Secretary  of the Buyer and a member of the Board
                  of Directors.

            (vi)  CONVERSION OF TARGET SHARES.  At and as of the Effective Time,
                  (A) each  Target  Share shall be  converted  into the right to
                  receive  an  estimated  12,905  shares of Common  Stock of the
                  Buyer (the ratio of 12,905 shares of Buyer Common Stock to one
                  Target Share is referred to herein as the "CONVERSION RATIO"),
                  and (B) each  converted  Target share shall be canceled by the
                  Buyer;  PROVIDED,  however, that the Conversion Ratio shall be
                  subject to equitable adjustment in the event of any additional
                  pre-merger  issuance of common stock, or a stock split,  stock
                  dividend,  reverse stock split,  or other change in the number
                  of Target or Buyer  Shares  outstanding  prior to closing.  No
                  Target Share shall be deemed to be  outstanding or to have any
                  rights  other  than those set forth  above in this  ss.2(d)(v)
                  after the  Effective  Time.  It is  understood  that the above
                  conversion  ratio is merely an estimate based on the estimated
                  number of shares  anticipated to be outstanding on the closing
                  date after taking into account all possible  dilution from any
                  new stock issuance,  convertible security, option, warrant, or
                  any  other  instrument  or  contract  (excluding  this  merger
                  agreement)  that is  convertible  into, or could result in the
                  issuance  of  addition  common  stock of the Buyer.  It is the
                  express   intent  of  the   parties   that   EXISTING   TARGET
                  SHAREHOLDERS  shall own immediately after the closing date 75%
                  (seventy-five)  of the  outstanding  common stock of the Buyer
                  after  taking into  account  all  possible  dilution  from any
                  pre-merger  stock  issuance,   convertible  security,  option,
                  warrant, right, or any other instrument or contract (excluding
                  this merger  agreement)  that is  convertible  into,  or could
                  result in the  issuance  of,  additional  common  stock of the
                  Buyer; and the estimated "Conversion Ratio" stated above shall
                  be adjusted, if necessary,  to effectuate that express intent.
                  It is the express  intent of the parties that  EXISTING  BUYER
                  SHAREHOLDERS  shall own immediately after the closing date 25%
                  (twenty-five)  of the  outstanding  common  stock of the Buyer
                  after  taking into  account  all  possible  dilution  from any
                  pre-merger  stock  issuance,   convertible  security,  option,
                  warrant, right, or any other instrument or contract (excluding
                  this merger  agreement)  that is  convertible  into,  or could
                  result in the  issuance  of,  additional  common  stock of the
                  Buyer; and the estimated "Conversion Ratio" stated above shall
                  be adjusted, if necessary, to effectuate that express intent.

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            (vii) BUYER'S  PRE-EXISTING  COMMON  SHARES.  Each  share of Buyer's
                  Common Stock issued and outstanding at and as of the Effective
                  Time will remain issued and outstanding.

      (e)   PROCEDURE FOR PAYMENT.

            (i)   Immediately  after the  Effective  Time,  (A) the  Buyer  will
                  arrange  to  deliver to DAVID  BAWARSKY  ("EXCHANGE  AGENT") a
                  stock certificate (issued in the name of the Exchange Agent or
                  its nominee)  representing the number of Buyer Shares equal to
                  the product of (1) the Conversion  Ratio times (II) the number
                  of outstanding  Target Shares with the understanding  that the
                  conversion   ratio   enumerated   above  may  be  adjusted  in
                  accordance  with  ss.2(d)(v)  of this  agreement  to take into
                  account  any  changes  in the  actual  number of shares of the
                  Buyer outstanding just prior to the closing date, and (B) Upon
                  the Target shareholders  surrendering their stock certificates
                  to the  Exchange  Agent,  the Buyer shall  cause the  Exchange
                  Agent to mail to each  record  holder  of  outstanding  Target
                  Shares a  certificate  representing  the  number  of shares of
                  Buyer's common stock to which he, she. or it is entitled.

            (ii)  The Buyer will not pay any  dividend or make any  distribution
                  on Buyer Shares (with a record date at or after the  Effective
                  Time) to any record holder of outstanding  Target Shares until
                  the  holder   surrenders   for  exchange   his,  her,  or  its
                  certificates which represented Target Shares.

            (iii) The Target  shall pay all  reasonable  charges and expenses of
                  the Exchange Agent.

      3.    REPRESENTATIONS  AND WARRANTIES OF THE TARGET. The Target represents
            and warrants to Buyer that the statements contained in this ss.3 are
            correct and  complete as of the date of this  agreement  and will be
            correct and complete as of the Closing Date (as though made then and
            as of the  Closing  Date  were  substituted  for  the  date  of this
            Agreement  throughout  this  ss.3),  except  as  set  forth  in  the
            disclosure schedule accompanying this Agreement and initialed by the
            parties (the "DISCLOSURE SCHEDULE"). The Disclosure Schedule will be
            arranged in  paragraphs  corresponding  to the numbered and lettered
            paragraphs contained in this ss.3

      (a)   ORGANIZATION,  QUALIFICATION,  AND CORPORATE  POWER, The Target is a
            corporation duly organized,  validly existing,  and in good standing
            under  the laws of the  State of  Nevada  (the  jurisdiction  of its
            incorporation).  The Target is duly  authorized to conduct  business
            and is in good standing  under the laws of the State of Nevada where
            such qualification is required.  The Target has full corporate power
            and authority to carry on the  businesses in which it is engaged and
            to own and use the properties owned and used by it.


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      (b)   CAPITALIZATION.  The entire  authorized  capital stock of the Target
            consists of 500 Target  Shares  with a par value of $.10  cents,  of
            which 500 Target Shares are issued and outstanding and none are held
            in treasury.  All of the issued and  outstanding  Target Shares have
            been  duly  authorized  and are  validly  issued,  fully  paid,  and
            nonassessable.  There  are no  outstanding  or  authorized  options,
            warrants,  purchase rights,  subscription rights, conversion rights,
            exchange  rights,  or other  contracts  or  commitments  that  could
            require  the Target to issue,  sell,  or  otherwise  cause to become
            outstanding  any of its capital  stock.  There are no outstanding or
            authorized stock appreciation,  phantom stock, profit participation,
            or  similar  rights  with  respect  to  the  Target.  Target  has no
            preferred stock  outstanding nor any other class of stock other than
            the above described common shares.

      (c)   AUTHORIZATION  OF  TRANSACTION.   The  Target  has  full  power  and
            authority  (including full corporate power and authority) to execute
            and deliver this Agreement and to perform its obligations hereunder;
            PROVIDED,  HOWEVER,  that the Target  cannot  consummate  the Merger
            unless  and  until it  receives  the  Requisite  Target  Stockholder
            Approval.  This Agreement  constitutes the valid and legally binding
            obligation of the Target.  enforceable in accordance  with its terms
            and conditions.

      (d)   NONCONTRAVENTION, To the Knowledge of any director or officer of the
            Target,  neither the execution  and the delivery of this  Agreement.
            nor the consummation of the transactions  contemplated  hereby, will
            (i) violate any constitution, statute, regulation, rule, injunction,
            judgment, order, decree, ruling, charge, or other restriction of any
            government,  governmental  agency,  or court to which the  Target is
            subject or any  provision  of the charter or bylaws of the Target or
            (ii)  conflict  with,  result in a breach of,  constitute  a default
            under,  result in the acceleration of, create in any party the right
            to accelerate,  terminate,  modify, or cancel, or require any notice
            under any agreement,  contract, lease, license,  instrument or other
            arrangement  to which the  Target is a party or by which it is bound
            or to  which  any  of  its  assets  is  subject  (or  result  in the
            imposition of any Security  Interest upon any of its assets)  except
            where  the  violation.   conflict,  breach,  default,  acceleration,
            termination, modification,  cancellation, failure to give notice, or
            Security  Interest  would not have a material  adverse effect on the
            financial condition of the Target taken as a whole or on the ability
            of the Parties to consummate the  transactions  contemplated by this
            Agreement.  To the  Knowledge  of any  director  or  officer  of the
            Target,  and,  other than in connection  with the  provisions of the
            Nevada General  Corporation  Law, the  Securities  Exchange Act, the
            Securities  Act, and the state  securities  laws if applicable,  the
            Target  doesn't need to give any notice to, make any filing with, or
            obtain any authorization,  consent, or approval of any government or
            governmental  agency  in order for the  Parties  to  consummate  the
            transactions  contemplated  by  this  Agreement,  except  where  the
            failure to give  notice,  to file,  or to obtain any  authorization,
            consent, or approval would not have a material adverse effect on the
            Target  taken  as a  whole  or on  the  ability  of the  Parties  to
            consummate the transactions contemplated by this Agreement.

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      (e)   FILINGS  WITH THE SEC.  The  Target,  prior to  entering  into  this
            merger, was not a Public Company,  did not have its shares traded on
            a public  stock  exchange,  and was not required to make any filings
            with the SEC.  The  Target has & will take all  reasonable  steps to
            enable  itself to comply with any  applicable  securities  laws that
            will be required to effectuate this agreement.

      (f)   FINANCIAL STATEMENTS. The Target will present prior to the Effective
            Time  audited  financial  statements   (including  related  footnote
            disclosures and schedules)  prepared in accordance with GAAP applied
            on a consistent basis throughout the periods covered thereby.  These
            financial  statements will present fairly the financial condition of
            the Target  from  inception  and the  results of  operations  of the
            Target for the years then ended.  These financial  statements do, to
            the best knowledge and belief of Target's  management present fairly
            the  financial  condition  of the  Target  in  accordance  with  the
            accounting  basis on which they were  prepared,  provided,  however,
            that they are  subject to what could be material  audit  adjustments
            that the  independent  auditors  may require  management  to make to
            present them fairly in accordance with GAAP on a consistent basis.

      (g)   EVENTS  SUBSEQUENT  TO MOST RECENT  AVAILABLE  FINANCIAL  STATEMENT.
            Since  inception  (the date of the most  recent  compiled  financial
            statement  of the Target),  there has not been any material  adverse
            change in the financial condition of the Target taken as a whole.

      (h)   UNDISCLOSED  LIABILITIES.  Management of the Target has no knowledge
            of any  liability  (whether  asserted  or  unasserted,  absolute  or
            contingent,  accrued or unaccrued,  liquidated or unliquidated,  and
            whether due or to become due),  including  any  liability for taxes,
            (i) which is not  reflected  in the  Target's  most recent  compiled
            financial   statements  except  those  listed  on  the  accompanying
            Disclosure  Schedule;  and (ii)  except for  liabilities  which have
            arisen in the  Ordinary  Course of Business  (none of which  results
            from,  arises out of, relates to, is in the nature of, or was caused
            by any breach o f contract,  breach of warranty, tort, infringement,
            or violation of law). (i) BROKERS' FEES. The Target has no liability
            or obligation to pay any fees or commissions to any broker,  finder,
            or agent  with  respect  to the  transactions  contemplated  by this
            Agreement. (j)CONTINUITY OF BUSINESS ENTERPRISE. The Target operates
            at  least  one  significant  historic  business  line,  and  owns  a
            significant  portion of its  historic  business  assets,  within the
            meaning of Treas.  Reg.  ss.1.368-1(d).  It is the present intent of
            Target's management not to take any action at, or after, the closing
            date which would cause the merger not to qualify as a reorganization
            within the meaning of ss.368 of the Internal Revenue Code. It is the
            present intent of Target's  management to satisfy the "continuity of
            business  enterprise  requirement"  by  continuing  after the merger
            significant  business  operations that were conducted in the past by
            Target  prior  to the  merger.  The  Target's  shareholders  have no
 
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            present  intention,  or arrangement to dispose of any of the Buyer's
            stock received in the merger in a manner that would cause the merger
            to violate the continuity of shareholder  interest  requirement  set
            forth in Reg. 1.368-1.

      (k)   DISCLOSURE.  None of the  information  that the Target  will  supply
            Buyer for any document Buyer will file with the SEC will contain any
            untrue statement of a material fact or omit to state a material fact
            necessary in order to make the statements made therein, in the light
            of the circumstances under which they will be made, not misleading.

      4.    REPRESENTATIONS  AND WARRANTIES OF THE BUYER.  The Buyer  represents
            and  warrants to the Target that the  statements  contained  in this
            ss.4 are correct and complete as of the date of this  Agreement  and
            will be correct and  complete as of the Closing Date (as though made
            then and as though the Closing Date were substituted for the date of
            this  Agreement  throughout  this ss.4),  except as set forth in the
            Disclosure Schedule herein. The Disclosure Schedule will be arranged
            in paragraphs  corresponding to the numbered and lettered paragraphs
            contained in this ss.4.

      (a)   ORGANIZATION.  The Buyer is a corporation  duly  organized,  validly
            existing, and in good standing under the laws of the jurisdiction of
            its  incorporation  (Nevada).  It  is  duly  authorized  to  conduct
            business and is in good  standing in every  jurisdiction  where such
            qualification is required (including, but not limited to, Florida).

      (b)   CAPITALIZATION. The authorized common stock of the Buyer at the time
            of execution of this  agreement  consists of  10,714,285  authorized
            common shares with a par value of $.00467  cents of which  2,150,889
            Buyer shares are issued and  outstanding  and none of which are held
            in  treasury.  All of the Buyer's  shares to be issued in the Merger
            have been duly authorized and, upon  consummation of the Merger will
            be validly issued,  fully paid, and nonassessable.  The Buyer has no
            class of stock outstanding other than the above described shares.

      (c)   AUTHORIZATION OF TRANSACTION. The Buyer has full power and authority
            (including  full  corporate  power and  authority)  to  execute  and
            deliver this  Agreement  and to perform its  obligations  hereunder;
            PROVIDED,  HOWEVER,  that the Buyer  cannot  consummate  the  Merger
            unless  and  until  it  receives  the  Requisite  Buyer  Stockholder
            Approval.  this Agreement  constitutes the valid and legally binding
            obligation of the Buyer,  enforceable-  in accordance with its terms
            and  conditions.  Buyer  will  notify  all  of its  shareholders  in
            accordance with ss.78.453 of Nevada Statutes of the shareholder vote
            required to approve the plan of merger.

      (d)   NONCONTRAVENTION. To the Knowledge of any director or officer of the
            Buyer after reasonable investigation,  neither the execution and the
            delivery of this Agreement, nor the consummation of the transactions
            contemplated  hereby,  will (i) violate any  constitution,  statute,
            regulation,  rule,  injunction,  judgment,  order,  decree,  ruling,
            charge, or other restriction of any government, governmental agency,
            or court to which  the  Buyer is  subject  or any  provision  of the


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            charter or bylaws of the Buyer or (ii)  conflict  with,  result in a
            breach of,  constitute a default under,  result in the  acceleration
            of, create in any party the right to accelerate,  terminate, modify,
            or cancel,  or require  any notice  under any  agreement,  contract,
            lease,  license,  instrument or other arrangement to which the Buyer
            is a party or by which it is bound or to which any of its  assets is
            subject.  To the  Knowledge  of any director or officer of the Buyer
            after  reasonable  investigation,  and other than in connection with
            the provisions of the Nevada General Corporation Law, the Securities
            Exchange Act, the Securities Act, and the state securities laws, the
            Buyer does not need to give any notice to, make any filing with,  or
            obtain any authorization,  consent, or approval of any government or
            governmental  agency  in order for the  Parties  to  consummate  the
            transactions contemplated by this Agreement.

      (e)   BROKERS'  FEES.  The Buyer does not have any liability or obligation
            to pay any fees or commissions to any broker,  finder, or agent with
            respect to the transactions contemplated by this Agreement for which
            the  Target  could  become  liable or  obligated.  (d)CONTINUITY  OF
            BUSINESS  ENTERPRISE.  It is the  present  intent  of the  Buyer  to
            continue  operating after the merger at least one of the significant
            lines of business that the Target conducted prior to the merger;  or
            to use at  least a  significant  portion  of the  Target's  historic
            business assets in a business. The Buyer has no present intention to
            take any action at, or after, the closing date which would cause the
            merger  to fail  the  "continuity  of  business  requirement"  for a
            tax-free merger within the meaning of Treas. Reg. ss.1.368-1 (d). 5.
            No existing Target shareholder shall dispose of any of Buyer's stock
            received  in the merger in such a manner  that such  transfer  would
            violate the continuity of shareholder interest requirement of Treas.
            Reg. ss.1.368-1.  The Buyer will not purchase,  redeem, or otherwise
            re-acquire  from  existing  Target  shareholders  any of the Buyer's
            common stock received by them in the merger.

      (g)   DISCLOSURE.  The Buyer  represents  that, at the "Closing  Date," it
            will be current,  and in full compliance  with all required  filings
            with the SEC.

      (h)   BUYER'S  FINANCIAL  STATEMENTS.  Buyer  will  have  prepared  by  an
            independent  firm  of  Certified  Public  Accountants  prior  to the
            Closing Date an audited  Balance  Sheet for the year ended  December
            1996,  said audit shall be made  available  to the Parties and their
            legal counsel for perusal in  sufficient  time prior to the "closing
            date." This financial statement, and any unaudited interim financial
            statements  prepared  by  Buyer  which  are  available  prior to the
            closing  date  are to be used by the  parties  in  negotiating  this
            agreement and in performing due diligence investigations.  The Buyer
            represents  that all the above mentioned  financial  statements have
            been prepared in accordance with GAAP applied on a consistent basis.
            Buyer represents that these financial  statements fairly present the
            financial  condition  of the Buyer as of those dates and the results
            of  operations  for  such  periods;  provided,   however,  that  the
            unaudited  quarterly  interim  financial  statements,  if  any,  are
            subject to normal  year-end  adjustments  which will not be material
            individually or in the aggregate.

                                       11


<PAGE>
      (i)   SUBSEQUENT  EVENTS.  Since  the date of the  audited  balance  sheet
            prescribed  in 4(h) above,  there has not been any material  adverse
            change in the business, financial condition,  operations, results of
            operations,  or  future  prospects  of the  Buyer  taken as a whole.
            Without limiting the generality of the foregoing, since that date:

            (1)   the Buyer has not sold, leased,  transferred,  or assigned any
                  material assets, tangible or intangible,  outside the Ordinary
                  Course of Business;

            (2)   the  Buyer  has  not  entered  into  any  material  agreement,
                  contract,  lease,  or license  outside the Ordinary  Course of
                  Business;

            (3)   no party  (including the Buyer) has  accelerated,  terminated,
                  made  material  modifications  to, or  canceled  any  material
                  agreement, contract, lease, or license to which the Buyer is a
                  party or by which any of them is bound  except as  required by
                  this agreement;

            (4)   the Buyer has not made any  material  capital  expenditure  or
                  investment in, or any material loan to, any Person outside the
                  Ordinary  Course  of  Business  (except  as  disclosed  in the
                  Buyer's financial statements described in ss.4(h) above);

            (5)   the Buyer has not  granted any  license or  sublicense  of any
                  material rights with respect to any Intellectual Property;

            (6)   the Buyer has not issued,  sold, or otherwise  disposed of any
                  of its capital  stock,  or granted any options,  warrants,  or
                  other  rights to purchase  or obtain any of its capital  stock
                  except as listed on Buyer's Disclosure Schedule.

      (j)   BUYER'S TITLE TO ITS ASSETS.  The Buyer has good & marketable  title
            to, or a valid leasehold interest in, the properties and assets used
            by Buyer,  located  on  Buyer's  premises,  and as shown on  Buyer's
            initial  audited balance sheet referred to in ss.4(h) & Buyer's most
            recent  interim  unaudited  Balance  Sheet  available  prior  to the
            closing date, if any.

      (k)   BUYER'S UNDISCLOSED LIABILITIES. The Buyer has no liability (whether
            known or unknown,  asserted or  unasserted,  absolute or contingent,
            accrued or unaccrued, liquidated or unliquidated, and whether due or
            to become due),  including any  liability for taxes,  except for (i)
            liabilities  set forth on the initial audited balance sheet referred
            to in ss.4(h),  if any, and (ii) liabilities  which arose after that
            Balance  Sheet date in the Ordinary  Course of  Business.  (Ordinary
            Course of Business  for this  purpose does not include any breach of
            contract,  breach of warranty, tort,  infringement,  or violation of
            law).

            (1)   LEGAL  COMPLIANCE.  The Buyer has complied with all applicable
                  laws (including rules,  regulations,  injunctions,  judgments,
                  orders,  decrees,  and rulings thereunder) of federal,  state,
                  local, and foreign governments (and all agencies thereof), and
                  no action, suit, proceeding, hearing,  investigation,  charge,
                  complaint,   claim,  demand,  or  notice  has  been  filed  or
                  commenced  against  Buyer  alleging  any failure to so comply.

                                               12

<PAGE>

                  Buyer represents that it is not presently a party, nor has any
                  person  threatened  to make them a party,  to any action suit,
                  proceeding, hearing, or investigation in, or before any court,
                  quasi-judicial or administrative agency of any federal, state,
                  local,  or  foreign  jurisdiction,  or before  any  arbitrator
                  except as listed on the attached Disclosure Schedule of Buyer.

      (m)   INTELLECTUAL  PROPERTY. The Buyer has not interfered with. infringed
            upon,   misappropriated,   or  violated  any  material  intellectual
            property   rights  (i.e.  such  as  but  not  limited  to  software,
            copyrights, patents, trademarks, etc.) of third parties; nor has any
            third party  interfered  with,  infringed upon,  misappropriated  or
            violated any material intellectual property rights of the Buyer.

5.    COVENANTS.  The Parties  agree as follows  with respect to the period from
      and After the execution of this Agreement:

      (a)   GENERAL. Each of the Parties will use its reasonable best efforts to
            take all action and to do all things necessary, proper, or advisable
            in  order  to  consummate  and  make   effective  the   transactions
            contemplated  by this  Agreement  (including  satisfaction,  but not
            waiver, of the closing conditions set forth in ss.6 below).

      (b)   NOTICES AND  CONSENTS.  Both  Parties will give any notices to third
            parties,  and will use its  reasonable  best  efforts  to obtain any
            third party  consents,  that either party  reasonably may request in
            connection with the matters referred to in ss.3(d) & ss.4(d) above.

      (c)   REGULATORY MATTERS AND APPROVALS.  Each of the Parties will give any
            notices to,  make any  filings  with,  and use its  reasonable  best
            efforts to obtain any  authorizations,  consents,  and  approvals of
            governments and governmental agencies in connection with the matters
            referred to in ss.3(d)  and  ss.4(d)  above.  Without  limiting  the
            generality of the foregoing:

      (i)   SECURITIES ACT,  SECURITIES EXCHANGE ACT, AND STATE SECURITIES LAWS.
            The Buyer will take all actions that may be  necessary,  proper,  or
            advisable  under  state  securities  laws  in  connection  with  the
            issuance of the Buyer's shares.

      (ii)  NEVADA  CORPORATION  LAW. The Target will call a special  meeting of
            its   stockholders   (the  "SPECIAL  TARGET  MEETING")  as  soon  as
            practicable  in order that the  stockholders  may  consider and vote
            upon the adoption of this  Agreement  and the approval of the Merger
            in accordance  with Nevada General  Corporation  Law. The Buyer will
            issue  a  "notice  of  action"  to all its  stockholders  as soon as
            practicable  in order that the  stockholders  may  consider and vote
            upon the adoption of this  Agreement  and the approval of the Merger
            in accordance with the Nevada General Corporation Law.


                                       13




<PAGE>



      (d)   FAIRNESS  OPINION  and COMFORT  LETTERS.  Neither the Target nor the
            Buyer will be required  to deliver to the other any  comfort  letter
            from an independent  accounting  firm or a fairness  opinion from an
            investment banker prior to the effective time.

      (e)   LISTING  OF BUYER  SHARES.  The Buyer  will use its best  efforts to
            cause the  Buyer  Shares  that  will be issued in the  Merger to the
            existing target  shareholders to be validly issued,  fully paid, and
            nonassessable  "Restricted Shares" as that term is defined under the
            "Securities Act."

      (f)   OPERATION  OF BUSINESS.  The Buyer will not engage in any  practice,
            take any action, or enter into any transaction  outside the Ordinary
            Course  of  Business.   Without   limiting  the  generality  of  the
            foregoing:

            (i)   the  Buyer  will not  authorize  or effect  any  change in its
                  articles or bylaws;

            (ii)  the  Buyer  will not  grant any  options,  warrants,  or other
                  rights to purchase or obtain any of its capital  stock (except
                  as provided in this  agreement)  or issue,  sell, or otherwise
                  dispose of any of its capital stock;

            (iii) the Buyer will not declare,  set aside, or pay any dividend or
                  distribution  with  respect to its capital  stock  (whether in
                  cash or in kind); nor shall the Buyer redeem,  repurchase,  or
                  otherwise  acquire  any  of  its  capital  stock  outside  the
                  Ordinary Course of Business;

            (iv)  the  Buyer  will not  issue  any  note,  bond,  or other  debt
                  security  or  create,   incur,   assume,   or  guarantee   any
                  indebtedness   for  borrowed   money  or   capitalized   lease
                  obligation;

            (v)   the Buyer will not make any  capital  investment  in, make any
                  loan to,  or  acquire  the  securities  or assets of any other
                  Person outside the Ordinary Course of Business;

            (vi)  nor shall the Buyer commit to any of the foregoing.

      (g)   FULL ACCESS. The Parties will permit representatives of either Party
            to have full access at all reasonable  times,  and in a manner so as
            not to interfere with the normal business operations of either Party
            to all premises,  properties,  personnel,  books, records (including
            tax  records),  contracts,  and  documents of or  pertaining to each
            Party.  The  Parties  will  treat and hold as such any  Confidential
            Information  it receives from the other in the course of the reviews
            contemplated by this ss.5(g),  will not use any of the  Confidential
            Information  except in connection with this Agreement,  and, if this
            Agreement is terminated for any reason whatsoever,  agrees to return
            to the other Party all tangible embodiments (and all copies) thereof
            which are in its possession.



                                       14

<PAGE>

      (h)   NOTICE OF  DEVELOPMENTS.  Each Party will give prompt written notice
            to the other of any material adverse development causing a breach of
            any of its own  representations  and  warranties  in ss.3  and  ss.4
            above. No disclosure by any Party pursuant to this ss.5(h), however,
            shall be deemed to amend or supplement the Disclosure Schedule or to
            prevent or cure any misrepresentation, breach of warranty, or breach
            of covenant.

      (i)   EXCLUSIVITY.  The Buyer will not solicit, initiate, or encourage the
            submission of any proposal or offer from any Person  relating to the
            acquisition  of all or  substantially  all of the  capital  stock or
            assets of either Party  (including any  acquisition  structured as a
            merger,  consolidation,  or share exchange);  The Buyer shall notify
            the Target  immediately  if any Person  makes any  proposal,  offer,
            inquiry, or contact with respect to any of the foregoing.

      (j)   INDEMNIFICATION.  The Parties will  indemnify  each  individual  who
            served as a director or officer of the other Party at any time prior
            to the Effective  Time from and against any and all actions,  suits,
            proceedings, hearings, investigations,  charges, complaints, claims,
            demands, injunctions,  judgments, orders, decrees, rulings, damages,
            dues,   penalties,   fines,  costs,   amounts  paid  in  settlement,
            liabilities,  obligations, taxes, liens, losses, expenses, and fees,
            including  all  court  costs  and  attorneys'   fees  and  expenses,
            resulting  from,  arising out of,  relating to, in the nature of, or
            caused by this  Agreement  or any of the  transactions  contemplated
            herein.

      (k)   CONTINUE OF BUSINESS ENTERPRISE.  It is the present intention of the
            Parties to continue  operating  after the merger at least one of the
            significant lines of business that the Target conducted prior to the
            merger,  and to use at least a  significant  portion of the Target's
            historic  business  assets  in a  business.  Neither  Party  has any
            intention  to take any action at, or after,  the closing  date which
            would  cause  the  merger  to  fail  the   "continuity  of  business
            requirement" for a tax-free merger within the meaning of Treas. Reg.
            ss.1.368-1(d).  The Buyer will not  purchase,  redeem,  or otherwise
            reacquire  from the  shareholders  of the Target any of the  Buyer's
            common  stock to be  received  by them in the  merger.  No  existing
            Target  shareholder will dispose of any of Buyer's stock received in
            the merger until such Target shareholder obtains an opinion from tax
            counsel  reasonably  satisfactory to Buyer that such a transfer will
            not violate the continuity of shareholder  interest  requirement set
            forth  in  Treas.  Reg.   ss.1.368-1.   In  addition,   such  Target
            shareholder shall obtain an opinion from legal counsel  satisfactory
            to the Buyer that such  shares can be  transferred  pursuant  to the
            Securities  Act.  Any Target  shareholder  wishing to dispose of any
            shares of Buyer stock  received in the merger  shall  provide  Buyer
            written  notice not less than thirty days prior to the intended date
            of  disposition,  specifying  the number of shares  which the Target
            shareholder proposes to dispose.

      This  covenant shall survive closing.

6.    CONDITIONS TO OBLIGATION TO CLOSE.


                                       15


<PAGE>

      (a)   CONDITIONS TO OBLIGATION OF THE BUYER.  The  obligation of the Buyer
            to consummate the  transactions  to be performed by it in connection
            with  the  Closing  is  subject  to  satisfaction  of the  following
            conditions:
            (i)   this   Agreement  and  the  Merger  shall  have  received  the
                  Requisite  Target  Stockholder  Approval and there shall be no
                  dissenting Target Shares; 
            (ii)  the Target shall have procured all of the third party consents
                  specified in ss.5(b) above, if any;
            (iii) the  representations  and  warranties  set forth in ss.3 above
                  shall be true and correct in all  material  respects at and as
                  of the Closing Date;
            (iv)  the Target shall have  performed  and complied with all of its
                  covenants  hereunder  in all  material  respects  through  the
                  Closing; 
            (v)   there shall not be any judgment,  order, decree,  stipulation,
                  injunction, or charge in effect preventing consummation of any
                  of the transactions contemplated by this Agreement;
            (vi)  the Target shall have  delivered to the Buyer a certificate of
                  affidavit to the effect that each of the conditions  specified
                  above in ss.6(a)(i)-(v) is satisfied in all material respects;
            (vii) this   Agreement  and  the  Merger  shall  have  received  the
                  Requisite  Buyer  Stockholder  Approval,  and Buyer shall have
                  complied,  in all  respects,  with  the  Securities  Act,  the
                  Securities Exchange Act, and applicable Nevada Law;
            (viii)the Buyer  Shares  that  will be  issued in the  Merger to the
                  existing  Target  shareholders  shall be validly  issued under
                  law, fully paid,  non-assessable  "restricted  shares" as that
                  term is defined under the Securities Act;
            (ix)  that the Buyer has  presented  to  Target a fully  signed  and
                  executed Option Agreement  between the Buyer's President (Kirk
                  J.  Girrbach)  and the  Buyer  requiring  issuance  to Kirk J.
                  Girrbach 100,000  non-diluting shares of freely tradable stock
                  of Buyer at an  exercise  price of  $0.15/share,  exerciseable
                  immediately upon any dilution of Buyer, post-merger,  during a
                  two year period, in exchange for consulting services;
            (x)   that the Buyer has  presented  to  Target a fully  signed  and
                  executed Option Agreement  between the Buyer's  Executive Vice
                  President  (Gene Farmer) and the Buyer  requiring  issuance to
                  Gene Farmer  100,000  non-diluting  shares of freely  tradable
                  stock  of  Buyer  at  an   exercise   price  of   $0.15/share,
                  exerciseable   immediately   upon  any   dilution   of  Buyer,
                  post-merger,  during  a  two  year  period,  in  exchange  for
                  consulting services;
            (xi)  that the Buyer has  presented  to  Target a fully  signed  and
                  executed Option Agreement between the Douglas A. Stepelton and
                  the Buyer requiring  issuance to Douglas A. Stepelton  100,000
                  non-diluting  shares of freely  tradable  stock of Buyer at an
                  exercise price of $0.15/share,  exerciseable  immediately upon
                  any dilution of Buyer, post-merger,  during a two year period,
                  in exchange for consulting services; and
            (xii) all  actions  to be taken by the  Target  in  connection  with
                  consummation of the transactions  contemplated  hereby and all
                  certificates,
                        

                                       16



<PAGE>

                  instruments,  and  other  documents  required  to  effect  the
                  transactions    contemplated   hereby   will   be   reasonably
                  satisfactory in form and substance to the Buyer.

      The Buyer may waive any condition specified in this ss.6(a) if it executes
a writing so stating at or prior to the Closing.

      (b)   CONDITIONS TO OBLIGATION OF THE TARGET. The obligation of the Target
            to consummate the  transactions  to be performed by it in connection
            with  the  Closing  is  subject  to  satisfaction  of the  following
            conditions:

            (i)   this   Agreement  and  the  Merger  shall  have  received  the
                  Requisite Buyer Stockholder Approval, and the Buyer shall have
                  complied,  in all  respects,  with  the  Securities  Act,  the
                  Securities   Exchange  Act,  and  applicable   Nevada  Law  in
                  acquiring  such   stockholder   approval;
            (ii)  the Buyer's Information  Statement shall have become efFective
                  under the Securities Act;
            (iii) the Buyer  Shares  that will be issued in the Merger  shall be
                  validly   issued   under  law,   fully  paid,   non-assessable
                  "restricted   shares"  as  that  term  is  de5ned   under  the
                  Securities Act;
            (iv)  all the representations and warranties set forth in ss.4 above
                  shall be true and  correct  in all  respects  at and as of the
                  Closing Date;
            (v)   the Buyer shall have  performed  and complied  with all of its
                  covenants  hereunder  in all  material  respects  through  the
                  Closing;
            (vi)  no action,  suit, or proceeding shall be pending or threatened
                  before any court or quasi-judicial or administrative agency of
                  any federal,  state, local, or foreign  jurisdiction or before
                  any arbitrator  wherein an unfavorable  injunction,  judgment,
                  order,   decree,   ruling,   or  charge   would  (A)   prevent
                  consummation of any of the  transactions  contemplated by this
                  Agreement,  (B) cause any of the transactions  contemplated by
                  this  Agreement to be rescinded  following  consummation,  (C)
                  afFect adversely the right of the Surviving Corporation to own
                  the Target's,  or Buyer's assets,  to operate their businesses
                  or to control  the Target (and no such  injunction,  judgment,
                  order, decree, ruling, or charge shall be in effect);
            (vii) the Buyer shall have  delivered to the Target a certificate of
                  af5davit to the effect that each of the  conditions  specified
                  above in ss.6(b)(i)-(vi) is satisfied in all respects;
            (viii)this   Agreement  and  the  Merger  shall  have  received  the
                  Requisite Target Stockholder Approval;
            (ix)  that the Buyer has  presented  to  Target a fully  signed  and
                  executed Option Agreement  between  Target's  President (David
                  Bawarsky) and the Buyer  requiring  issuance to David Bawarsky
                  300,000  non-diluting  shares of &eely tradable stock of Buyer
                  at an exercise price of $0.15/share,  exerciseable immediately
                  upon any  dilution  of Buyer,  post-merger,  during a two year
                  period, in exchange for consulting services


                                       17



<PAGE>

            (x)   All  actions  to be taken  by the  Buyer  in  connection  with
                  consummation of the transactions  contemplated  hereby and all
                  certificates,  instruments,  and other  documents  required to
                  effect   the   transactions   contemplated   hereby   will  be
                  satisfactory in form and substance to the Target.

The Target may waive any  condition  specified  in this ss.6(b) if it executes a
writing so stating at or prior to the Closing.

7.    MISCELLANEOUS.

      (a)   SURVIVAL. None of the representations,  warranties, and covenants of
            the Parties  (other than the  provisions  listed below) will survive
            the Effective Time:

            1)    ss.2 concerning issuance of the Buyer Shares,
           
            2)    ss.3(1)   concerning   Target's   representations  to  satisfy
                  requirements for a tax-free reorganization,

            3)    ss.4(f)   concerning   Buyer's   representations   to  satisfy
                  requirements  for a tax-free  merger,  4)  ss.4(g)  concerning
                  Disclosure,

            5)    ss.5(j) concerning indemnification,

            6)    ss.5(k)   concerning   covenants   to   continue   to  satisfy
                  requirements for a tax-free merger.

      (b)   PRESS  RELEASES AND PUBLIC  ANNOUNCEMENTS.  No Party shall issue any
            press  release  or make  any  public  announcement  relating  to the
            subject matter of this Agreement  without the prior written approval
            of the other Party;  PROVIDED,  HOWEVER, that any Party may make any
            public   disclosure  it  believes  in  good  faith  is  required  by
            applicable  law or any listing or trading  agreement  concerning its
            publicly-traded  securities (in which case the disclosing Party will
            use its  reasonable  best efforts to advise the other Party prior to
            making the disclosure).

      (c)   NO THIRD PARTY  BENEFICIARIES.  This Agreement  shall not confer any
            rights or remedies  upon any Person other than the Parties and their
            respective successors and permitted assigns; PROVIDED, HOWEVER, that
            (i) the  provisions in ss.2 above  concerning  issuance of the Buyer
            Shares  and the  provisions  in  ss.5(k)  above  concerning  certain
            requirements  for a tax-free  reorganization  are  intended  for the
            benefit  of the  Target  Stockholders  and  (ii) the  provisions  in
            ss.5(j)  above  concerning  indemnification  are  intended  for  the
            benefit of the individuals  specified  therein and their  respective
            legal  representatives,  and (iii) the  provisions  in  ss.7(c)  are
            intended for the benefit of the Target's  President  whose continued
            employment is essential to the success of both Parties.

      (d)   ENTIRE AGREEMENT.  This Agreement  (including the documents referred
            to herein)  constitutes the entire agreement between the Parties and
            supersedes any prior understandings,  agreements, or representations
            by or  between  the  Parties,  written or oral,  to the extent  they
            related in any way to the subject matter hereof.

                                       18

<PAGE>

      (e)   SUCCESSION AND ASSIGNMENT.  This Agreement shall be binding upon and
            inure  to  the  benefit  of  the  Parties  named  herein  and  their
            respective  successors  and permitted  assigns.  No Party may assign
            either  this  Agreement  or  any  of  its  rights,   interests.   or
            obligations  hereunder  without  the prior  written  approval of the
            other Party.

      (f)   COUNTERPARTS.  This  Agreement  may  be  executed  in  one  or  more
            counterparts,  each of which shall be deemed an original  but all of
            which together will constitute one and the same instrument.

      (g)   HEADINGS.  The section  headings  contained  in this  Agreement  are
            inserted  for  convenience  only and shall not affect in any way the
            meaning or interpretation of this Agreement.

      (h)   NOTICES.  All  notices,   requests,   demands,   claims,  and  other
            communications  hereunder will be in writing.  Any notice,  request,
            demand, claim, or other communication hereunder shall be deemed duly
            given if (and then two business days after) it is sent by registered
            or certified mail, return receipt  requested,  postage prepaid,  and
            addressed to the intended recipient as set forth below:

                  IF TO THE TARGET:  COPY TO:    David Bawarsky
                                                 2121 West Oakland Park Blvd.
                                                 Fort Lauderdale, Florida 33311

                  IF TO THE BUYER: COPY TO:      Gene Farmer
                                                 2345 N.E. 13' Avenue
                                                 Fort Lauderdale, Florida 33305

                  Any Party may send any  notice,  request,  demand,  claim,  or
                  other communication hereunder to the intended recipient at the
                  address  set forth  above  using any  other  means  (including
                  personal  delivery,   expedited  courier,  messenger  service,
                  telecopy,  telex,  ordinary mail, or electronic  mail), but no
                  such notice,  request,  demand,  claim, or other communication
                  shall be deemed to have been duly  given  unless  and until it
                  actually is received by the intended recipient.  Any Party may
                  change  the  address  to  which  notices,  requests,  demands,
                  claims, and other communications hereunder are to be delivered
                  by giving  the other  Party  notice in the  manner  herein set
                  forth.

      (i)   GOVERNING LAW. This Agreement  shall be governed by and construed in
            accordance  with the domestic  laws of the State of Florida  without
            giving  effect to any choice or  conflict of law  provision  or rule
            (whether  of the State of  Florida or any other  jurisdiction)  that
            would cause the  application of the laws of any  jurisdiction  other
            than the State of Florida.  The Courts of the State of Florida shall
            have  exclusive  jurisdiction  regarding any dispute  arising out of
            this agreement.


                                       19





<PAGE>


      (j)   AMENDMENTS AND WAIVERS. The Parties may mutually amend any provision
            of this  Agreement at any time prior to the Effective  Time with the
            prior   authorization  of  their  respective  boards  of  directors;
            PROVIDED,   HOWEVER,  that  any  amendment  effected  subsequent  to
            stockholder  approval will be subject to the restrictions  contained
            in the Nevada & Florida General Corporation Law. No amendment of any
            provision of this Agreement  shall be valid unless the same shall be
            in writing and signed by both of the Parties. No waiver by any Party
            of any default, misrepresentation, or breach of warranty or covenant
            hereunder,  whether intentional or not, shall be deemed to extend to
            any prior or  subsequent  default,  misrepresentation,  or breach of
            warranty  or  covenant  hereunder  or affect  in any way any  rights
            arising by virtue of any prior or subsequent occurrence.

      (k)   SEVERABILITY.  Any  term  or  provision  of this  Agreement  that is
            invalid or unenforceable in any situation in any jurisdiction  shall
            not affect the validity or enforceability of the remaining terms and
            provisions hereof or the validity or enforceability of the offending
            term  or  provision   in  any  other   situation  or  in  any  other
            jurisdiction.

      (l)   EXPENSES.  Each of the Parties  will bear its own costs and expenses
            (including legal fees and expenses) incurred in connection with this
            Agreement and the transactions contemplated hereby.

      (m)   CONSTRUCTION.   The  Parties  have   participated   jointly  in  the
            negotiation  and  drafting  of  this  Agreement.  In  the  event  an
            ambiguity  or  question  of intent or  interpretation  arises,  this
            Agreement  shall be construed  as if drafted  jointly by the Parties
            and no  presumption  or  burden of proof  shall  arise  favoring  or
            disfavoring  any  Party by virtue  of the  authorship  of any of the
            provisions of this Agreement.  Any reference to any federal,  state,
            local,  or foreign  statute or law shall be deemed  also to refer to
            all rules and regulations promulgated thereunder, unless the context
            otherwise  requires.  The  word  "including"  shall  mean  including
            without limitation.

      (n)   INCORPORATION OF EXHIBITS AND SCHEDULES.  The Exhibits and Schedules
            identified in this  Agreement are  incorporated  herein by reference
            and made a part hereof.

      IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
date first above written.

                                     [BUYER]


DigiMedia USA, Inc. (Nevada)               By: /s/ Kirk J. Girrbach 
                                              --------------------------- 
                                               Kirk J. Girrbach,
                                               Title: President




                                       20


<PAGE>


                                    [TARGET]



Nitros Franchise Corperation               By: /s/ David Bawarsky
                                              ---------------------------
                                               David Bawarsky,
                                               Title: President