EXHIBIT 10.4

Amended and Restated  Agreement and Plan of Merger dated August 31, 1999 between
NMMI and Unergi, Inc. in which NMMI was the survivor corporation.

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                              AMENDED AND RESTATED

                          AGREEMENT AND PLAN OF MERGER

                                  by and among

                    New Millennium Media International, Inc.

                           New Millennium Media, Inc.
      a wholly owned subsidiary of New Millennium Media International, Inc.
                                       and

                                  UNERGI, Inc.
                                      dated

                                 August 31, 1999

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                                TABLE OF CONTENTS

Section 1.     The Merger......................................................1
      1.1      Actions to be Taken.............................................1
      1.2      Conversion of Target Securities ................................2
      1.3      Exchange of Certificates........................................2
      1.4      Fractional Shares...............................................3
      1.5      Unexchanged Certificates........................................3
      1.6      Legend on Parent Certificates Issued in Conversion of the
               Target Common Stock.............................................3
      1.7      Filing of Merger Documents .....................................3

Section 2.     Representations and Warranties of Target .......................3
      2.1      Corporate Organization and Good Standing .......................3
      2.2      Capitalization..................................................4
      2.3      Authorization, Execution and Delivery...........................4
      2.4      Financial Statements ...........................................4
      2.5      Absence of Undisclosed Liabilities .............................4
      2.6      Absence of Certain Changes......................................4
      2.7      Litigation, Etc. ...............................................4
      2.8      Contracts.......................................................5
      2.9      Title...........................................................5
      2.10     Tax Returns.....................................................5
      2.11     No Violation....................................................5
      2.12     Books and Records...............................................5
      2.13     Disclosure......................................................5
      2.14     Broker's or Finder's Fees.......................................5

Section 3.     Representations and Warranties of Parent and Sub ...............6
      3.1      Corporate Organization..........................................6
      3.2      Capitalization..................................................6
      3.3      Authorization, Execution and Delivery...........................6
      3.4      Financial Statements............................................6
      3.5      Absence of Undisclosed Liabilities..............................7
      3.6      Absence of Certain Changes......................................7
      3.7      Litigation......................................................7
      3.8      Contracts.......................................................7
      3.9      Title...........................................................7
      3.10     Tax Returns.....................................................7
      3.11     No Violation....................................................7
      3.12     Books and Records...............................................7
      3.13     Continuity of Business Enterprise...............................7
      3.14     Compliance with Law ............................................7
      3.15     Disclosure......................................................8
      3.16     Broker's or Finder's Fees.......................................8

Section 4.     Conduct of Target Pending the Effective Date....................8
      4.1      Regular Course of Business......................................8
      4.2      Restricted Activities and Transactions..........................8
      4.3      Advice of Changes...............................................9
      4.4      Access to Records and Properties................................9

Section 5.     Conduct of Parent and Sub Pending the Effective Date............9
      5.1      Regular Course of Business......................................9
      5.2      Restricted Activities and Transactions.........................10
      5.3      Advice of Changes..............................................10
      5.4      Access to Records and Properties...............................10
      5.5      Guarantee of Sub Obligations...................................11

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Section 6      MUTUAL COVENANTS...............................................11
      6.1      Confidentiality ...............................................11
      6.2      Expenses.......................................................11
      6.3      Further Assurances.............................................12

Section 7.     Conditions Precedent to Obligation of Target...................12
      7.1      Parent and Sub Representations and Warranties..................12
      7.2      Parent and Sub Covenants.......................................12
      7.3      Guarantee of Sub Obligations...................................12

Section 8.     Conditions Precedent to Obligation of Parent ..................12
      8.1      Target's Representations and Warranties........................12
      8.2      Target's Covenants.............................................12
      8.3      Funding........................................................12

Section 9.     Designation of Agent for Service...............................12

Section 10.    Stand-still Agreement and Break-off Fee........................13

Section 11.    Notice of Events...............................................13

Section 12.    Termination....................................................13
      12.1     Circumstances of Termination...................................13
      12.2     Effect of Termination..........................................14

Section 13.    General Provisions.............................................14
      13.1     Further Assurances.............................................14
      13.2     Waiver.........................................................14
      13.3     Entire Agreement...............................................14
      13.9     Headings.......................................................14
      13.5     Governing Law..................................................14
      13.6     Assignment.....................................................14

Section 14.    Survival of Representations, Warranties and Agreements ........15

Section 15.    Indemnity Agreements of Parent and Target......................15

Section 16.    Other Agreements ..............................................15
      16.1     Public Disclosure..............................................15
      16.2     Notices........................................................15
      16.3     Binding Effect.................................................16
      16.4     Entire Agreement...............................................16
      16.5     Schedules and Exhibits.........................................16
      16.6     Applicable Law and Jurisdiction ...............................16
      16.7     No Benefit to Third Parties....................................16
      16.8     Counterparts...................................................16
      16.9     Acknowledgments................................................17

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                             Exhibits and Schedules
                             ----------------------

Schedule 1.1(d)     Officers and Directors of Surviving Corporation
Schedule 1.3        Target Shareholder Information
Schedule 2.2        Obligations to Issue Shares Pursuant to Subscription
                    Agreement
Schedule 2.5        Target Liabilities
Schedule 2.6        Changes of Target
Schedule 2.7        Litigations, etc.
Schedule 2.8        Contracts of Target
Schedule 2.9        Properties of Target
Schedule 3.5        Parent Liabilities

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<PAGE>

                AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER

     AMENDED AND RESTATED  AGREEMENT  AND PLAN OF MERGER  ("Amended  Agreement")
dated as of August 31, 1999, by and among New  Millennium  Media  International,
Inc., a Colorado corporation ("Parent" or "NMNI"), New Millennium Media, Inc., a
Colorado corporation and wholly-owned  subsidiary of Parent ("Sub"), and UNERGI,
Inc.,  a  Nevada  corporation  ("Target"  or  "UNERGI")  (Sub and  Target  being
hereinafter collectively referred to as the "Constituent Corporations").

                                    RECITALS
                                    --------

     A. The Parent,  Sub and Target entered into an Agreement and Plan of Merger
dated June __, 1999 ("Agreement"),  whereby,  the Parent would acquire Target by
the merger of Target  into the Sub,  in a  transaction  intended to qualify as a
tax-free  reorganization  under Section  386(a) of the Internal  Revenue Code of
1986,  as amended (the  "Code"),  no later than July 30, 1999,  as  subsequently
amended by the parties.

     B.  Although  the  Agreement  has  terminated  by its terms,  the Boards of
Directors of Parent,  Sub and Target deem it advisable for the mutual benefit of
Parent, Sub and Target, and their respective stockholders,  to amend and restate
the Agreement and waive any and all claims for breach thereunder.

     C. The Boards of  Directors  of Parent,  Sub and  Target  expect  that this
transaction  will further certain of their business  objectives and have adopted
resolutions authorizing the transactions contemplated by this Agreement.

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

                             Section 1. The Merger
                             ---------------------

     1.1  Actions  to be Taken.  Subject  to the terms  and  conditions  of this
Agreement,  including  the  fulfillment  (or  waiver) of all  conditions  to the
obligations  of  the  parties  contained  herein,  at  the  Effective  Date  (as
hereinafter  defined)  and  pursuant to the laws of the States of  Colorado  and
Nevada, the following shall occur:

     (a) Target shall be merged with: and into Sub (such  transaction  hereafter
referred to as the "Merger"),  and Sub shall be the surviving  corporation  (the
"Surviving  Corporation").  The separate existence and corporate organization of
Target  shall  cease upon filing of the  Articles  of Merger  with the  Colorado
Secretary of State and the Nevada  Secretary  of State,  and  thereupon  Sub and
Target  shall be a single  corporation  and will  continue to be governed by the
laws of the State of Colorado.

     (b)  The  Articles  of  Incorporation  of  Sub  shall  be the  Articles  of
Incorporation  of the Surviving  Corporation  from and after the Effective Date,
subject  to the right of the  Surviving  Corporation  to amend its  Articles  of
Incorporation in accordance with the laws of the State of Colorado.

     (c) The By-Laws of Sub as they shall exist on the  Effective  Date shall be
and  remain  the  bylaws of the  Surviving  Corporation  until the same shall be
altered, amended and repealed as therein provided.

     (d) The  officers  and  directors  of Parent and Sub shall resign as of the
Effective  Date and the  persons  set  forth  on  Schedule  1.1(d)  shall be the
officers  and  directors,   respectively,   of  the  Parent  and  the  Surviving
Corporation until their successors shall have been elected and qualified.

<PAGE>

     (e)  As  soon  as  practicable  following  fulfillment  or  waiver  of  the
conditions  specified  in  Sections  7 and 8  hereof,  and  provided  that  this
Agreement  has not been  terminated  or  abandoned  pursuant  to Section 12, the
Constituent  Corporations  will cause this Agreement and Plan of Merger ("Merger
Agreement")  to be filed with the office of the  Secretary of State of the State
of Colorado,  and will cause a copy of this Agreement certified by the Secretary
of State of  Colorado to be filed with the office of the  Secretary  of State of
the State of Nevada. Subject to and in accordance with the laws of the States of
Colorado and Nevada,  the Merger will become  effective at the date and time the
Article of Merger is filed with the office of the Secretary of State of Colorado
or such later time or date as May be  specified  in the  Article of Merger  (the
"Effective  Date").  Each of the parties  will use its best efforts to cause the
Merger to be  consummated,  as soon as practicable  following the fulfillment or
waiver of the conditions specified in Sections 7 and 8 hereof, but no later than
August 31, 1999 ("Closing Date").

     1.2 Conversion of Target  Securities.  The mode of carrying the merger into
effect and the manner and basis of  converting  the shares of Target into shares
of Parent are as follows:

     (a) At the  Effective  Date all of the  issued  and  outstanding  shares of
Target  Common Stock (as defined in Section 2.2) shall,  by virtue of the Merger
and without any action on the part of  the respective  holders  thereof,  become
and be converted into the right to receive an aggregate of 16,566,667  shares of
Parent Common Stock (as defined in Section 3.2) (the "Merger Consideration") and
each share of Target  Common Stock shall become and be converted  into the right
to receive its pro rata portion of the Merger Consideration.

     (b) Each certificate  evidencing ownership of shares of Parent Common Stock
issued  and  outstanding  on the  Effective  Date  shall  continue  to  evidence
ownership of the number of shares of Parent Common Stock represented thereto.

     1.3  Exchange  of  Certificates.  As  promptly  as  practicable  after  the
Effective  Date,  each  holder of an  outstanding  certificate  or  certificates
theretofore  representing shares of Target Common Stock shall surrender the same
to American Securities Transfer,  Inc., Denver, Colorado ("Exchange Agent"), and
shall receive in exchange a certificate or certificates  representing the number
of full of Parent  Common  Stock into which the  shares of Target  Common  Stock
represented by the certificate or  certificates  so surrendered  shall have been
converted  pursuant to Section 1.2. The name, address and amount of shares owned
by each holder of Target Common Stock is set forth on Schedule 1.3.

     1.4 Fractional  Shares.  Fractional shares of Parent Common Stock shall not
be issued.

     1.5  Unexchanged   Certificates.   Until   surrendered,   each  outstanding
certificate which, prior to the Effective Date,  represented Target Common Stock
shall be deemed for all  purposes,  other than the payment of dividends or other
distributions,  to evidence  ownership  of the whole  number of shares of Parent
Common  Stock  into  which  it is to be  converted,  and no  dividend  or  other
distribution payable to holders of Parent Common Stock as of any date subsequent
to the Effective Date shall be paid to the holders of unexchanged  certificates.
There shall be paid to the record holders of the certificates issued in exchange
therefor  the  amount,   without  interest  thereon,   of  dividends  and  other
distributions which would have been payable with respect to the shares of Parent
Common Stock represented thereby.

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     1.6 Legend on Parent Certificates Issued in Conversion of the Target Common
Stock.  Each of the  certificates  representing  shares of Parent  Common  Stock
issued upon  conversion  of the Target Common Stock as provided for herein shall
bear the following legend:

          The  securities   represented  by  this   Certificate  have  not  been
          registered  under  the  Securities  Act of 1933  (the  "Act")  and are
          "restricted  securities" as that term is defined in Rule 144 under the
          Act.  The  securities  May not be offered for sale,  sold or otherwise
          transferred  except  pursuant to an effective  registration  statement
          under the Act or pursuant to an exemption from registration  under the
          Act,  the   availability   of  which  is  to  be  established  to  the
          satisfaction of the Corporation.

     1.7 Filing of Merger  Documents.  As soon as practicable  after the Closing
Date, Sub and Target shall, in accordance with Section 1.1(e),  cause the Merger
Agreement  to be filed with the  Secretary of State of the State of Colorado and
will cause a copy of the Merger Agreement certified by the Colorado Secretary of
State,  to be filed  with the office of the  Secretary  of State of the State of
Nevada.  Target,  Sub and Parent will take such other and further actions as May
be required by the  applicable  laws of Colorado and Nevada in  connection  with
such filing and in order to complete the Merger.

               Section 2. Representations and Warranties of Target
               ---------------------------------------------------

     Target represents and warrants that:

     2.1 Corporate Organization and Good Standing.  Target is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Nevada and is duly qualified or licensed as a foreign  corporation in each other
jurisdiction  where it owns or  leases  substantial  properties.  Target  has no
subsidiaries.  Target has the  requisite  corporate  power and authority to own,
operate and lease its  properties and to conduct its business as it is now being
conducted. Target has previously delivered to Parent a true and complete copy of
its Articles of Incorporation and Bylaws.

     2.2 Capitalization. The authorized capital stock of Target consists of: (i)
20,000,000  shares of Common Stock,  $.0001 par value per share ("Target  Common
Stock"),  of which 20,000,000 shares are issued and outstanding,  fully paid and
nonassessable, which include the obligation pursuant to subscription agreements,
to issue shares of its capital stock as disclosed in Schedule 2.2 which shall be
provided to Parent no later than August 30, 1999; and (ii)  1,000,000  shares of
Series A  Convertible  Preferred  Stock,  $.0001  par value  per share  ("Target
Preferred Stock"), none of which are issued and outstanding. Except as set forth
above,  Target  does  not  have  any  shares  of its  capital  stock  issued  or
outstanding.

     2.3 Authorization,  Execution and Delivery.  Target has the corporate power
to enter into this  Agreement and to carry out its  obligations  hereunder.  The
execution  and  delivery  of  this  Agreement  and  the   consummation   of  the
transactions  contemplated  hereby  have  been duly  authorized  by its Board of
Directors and shareholders, and no other corporate proceedings on the part

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<PAGE>

of Target  are  necessary  to  authorize  this  Agreement  and the  transactions
contemplated  hereby.  Target is not subject to or obligated  under any charter,
by-law or contract  provision or any note,  mortgage,  lease,  agreement,  bond,
indenture,  instrument,  license,  franchise or permit, or subject to any order,
judgment, injunction, writ or decree, which would be breached or violated by the
execution or consummation of this Agreement. Other than in connection with or in
compliance  with the  provisions  and  requirements  of the laws of the State of
Nevada, the 1933 Act, and the securities or blue sky laws of the various states,
no  authorization,  consent or approval of, or filing  with,  any public body or
authority  is  necessary  for  the  completion  by  Target  of the  transactions
contemplated  by this  Agreement,  except  for  such  authorizations,  consents,
approvals  or  filings,  the  failure to obtain or make  which  would not have a
material adverse effect on Target's business.

     2.4  Financial  Statements.  Target's  balance  sheet as of April 30, 1999,
fairly  presents  the  financial  condition  of  Target  as of said  date and in
conformity with generally accepted accounting principles consistently applied.

     2.5 Absence of  Undisclosed  Liabilities.  Except as  disclosed on Schedule
2.5, and to the extent  reflected or reserved  against in Target's balance sheet
as of April  30,  1999,  Target  did not have at that  date any  liabilities  or
obligations   (secured,   unsecured,   contingent  or  otherwise)  of  a  nature
customarily  reflected in a corporate  balance sheet prepared in accordance with
generally accepted accounting principles ("Liabilities").

     2.6 Absence of Certain Changes.  Except as disclosed on Schedule 2.6, there
has been no material  adverse  change in the  business,  properties or financial
condition of Target since April 30, 1999.

     2.7  Litigation,  Etc.  Except as  disclosed on Schedule  2.7,  there is no
litigation,  proceeding or investigation pending or, to the knowledge of Target,
threatened against Target which if successful might result in a material adverse
change in the  business,  properties  or financial  condition of Target or which
questions the validity or legality of this  Agreement or  of any action taken or
to be taken by Target in connection with this Agreement.

     2.8  Contracts.  Schedule  2.8 sets forth all  material  contracts to which
Target is a party.  Except as disclosed on Schedule  2.8,  none of the contracts
are in default.

     2.9 Title. Target has good and marketable title to all property included in
the balance sheet of Target as of April 30, 1999,  other than property  disposed
of in the ordinary  course of business  after said date.  Except as disclosed on
Schedule 2.9, the  properties  of Target as  previously  disclosed in writing to
Parent,  including its rights to all patents, know how and intellectual property
relating  to the  products  it  distributes,  are not  subject to any  mortgage,
encumbrance  or  lien  of  any  kind  except  minor  encumbrances  which  do not
materially interfere with the use of the property in the conduct of the business
of Target.

     2.10 Tax  Returns.  No  required  federal,  state and local tax returns are
delinquent.

     2.11 No Violation. Consummation of the merger will not constitute or result
in a breach or default  under any  provision of any charter,  bylaw,  indenture,
mortgage, lease or agreement, or any order, judgment,  decree, law or regulation
to which any  property  of Target is  subject  or by which is bound,  except for
breaches or defaults which in the aggregate would not have a

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<PAGE>

materially  adverse  effect  on  Target's  properties,  business  operations  or
financial condition.

     2.12 Books and Records.  The  corporate  minute  books,  stock  certificate
books,  stock  registers and other  corporate  records of Target are correct and
complete in all material respects, and the signatures appearing on all documents
contained  therein are the true  signatures  of the persons  purporting  to have
signed the same.

     2.13  Disclosure.  Neither  this  Agreement  nor any  Schedule,  Exhibit or
certificate  delivered in accordance  with the terms hereof,  or any document or
statement in writing  which,  has been  supplied by or on behalf of Target or by
any of Target's  directors  or officers,  in  connection  with the  transactions
contemplated hereby,  contains any untrue statement of a material fact, or omits
any  statement  of a material  fact  necessary  in order to make the  statements
contained  herein or therein not  misleading.  There is no fact or  circumstance
known to Target which could be reasonably  expected to materially  and adversely
affect its business,  prospects or financial condition or its assets,  which has
not been set forth in this Agreement, the Schedules,  Exhibits,  certificates or
statements  furnished in writing to Parent in connection  with the  transactions
contemplated by this Agreement.

     2.14 Broker's or Finder's Fees. No broker,  finder or similar  intermediary
is entitled to fees in connection  with the  transactions  contemplated  by this
Agreement by virtue of any action or agreement of Target.

           Section 3. Representations and Warranties of Parent and Sub
           -----------------------------------------------------------

     Parent and Sub represent and warrant that:

     3.1 Corporate Organization.  Parent and Sub, the sole subsidiary of Parent,
are corporations duly organized, validly existing and in good standing under the
laws of  their  respective  jurisdictions  of  incorporation  and  each  has all
requisite corporate power and authority to own, operate and lease its properties
and to  conduct  its  business  as it is now  being  conducted.  Parent  is duly
qualified or licensed as a foreign  corporation in each other jurisdiction where
it owns or leases  substantial  properties,  except  where the  failure to be so
qualified or licensed would not have a material  adverse effect on the financial
condition,  properties  or  businesses of Parent taken as a whole Parent and Sub
have each  delivered  to Target a true and  complete  copy of their  Articles of
Incorporation and By-Laws.

     3.2 Capitalization.

     (a) Parent's authorized capital stock consists of: (i) 25,000,000 shares of
Common  Stock,  $.001  par value per share  ("Parent  Common  Stock"),  of which
7,533,214 shares are issued and outstanding, fully paid and nonassessable;  and,
(ii) 10,000,000 shares of Preferred Stock,  $.001 par value per share,  ("Parent
Preferred Stock"), none of which are issued and outstanding. There are 1,050,000
options,  warrants or rights  outstanding  to purchase  shares of Parent  Common
Stock from Parent.

     (b)  Except  as set forth  above,  Parent  does not have any  shares of its
capital stock issued or outstanding.

     (c) The  authorized  capital  stock of Sub consists of 1,000,000  shares of
Common Stock, par value $.01 per share, of which 100,000 shares are

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<PAGE>

issued and  outstanding,  all of which are owned of record and  beneficially  by
Parent.

     (d) To the best  knowledge  of Parent's  management,  Parent's  outstanding
securities have been issued in compliance with all applicable  federal and state
securities laws.

     3.3  Authorization,  Execution and  Delivery.  Parent and Sub each have the
corporate  power to enter into this  Agreement and to carry out its  obligations
hereunder.  The execution  and delivery of this  Agreement by Parent and Sub and
the  consummation  of  the  transactions  contemplated  hereby  have  been  duly
authorized by all requisite corporate action; no other corporate  proceedings on
the  part  of  Parent  are  necessary  to  authorize   this  Agreement  and  the
transactions contemplated hereby.

     3.4  Financial   Statements.   Parent's  balance  sheet  and  statement  of
operations,  shareholder's  equity and cash flow as of April 30, 1999, copies of
which have been provided to Target,  fairly presents the financial  condition of
Parent as of said date and in  conformity  with  generally  accepted  accounting
principles consistently applied.

     3. 5 Absence of Undisclosed.  Liabilities.  Except as disclosed on Schedule
3.5 and to the extent reflected or reserved against in Parent's balance sheet as
of  April  30,  1999,  Parent  did not  have at that  date  any  liabilities  or
obligations   (secured,   unsecured,   contingent  or  otherwise)  of  a  nature
customarily  reflected in a corporate  balance sheet prepared in accordance with
generally accepted accounting principles ("Liabilities").

     3.6 Absence of Certain  Changes.  There has been no material adverse change
in the  business,  properties  or financial  condition of Parent since April 30,
1999.

     3.7 Litigation There is no litigation,  proceeding or investigation pending
or, to the knowledge of Parent,  threatened  against  Parent which if successful
might  result in a  material  adverse  change  in the  business,  properties  or
financial condition of Parent or Sub or which questions the validity or legality
of this  Agreement  or of any  action  taken or to be taken by  Parent or Sub in
connection with this Agreement.

     3.8  Contracts.  Parent is not a party to any material  contract not in the
ordinary  course of business  which is to be performed in whole or in part at or
after the date of this Agreement.

     3.9 Title.  Parent has good and valid title to all property included in the
balance sheet of Parent as of April 30, 1999, other than property disposed of in
the ordinary  course of business  after said date.  The properties of Parent are
not subject to any mortgage, encumbrance or lien of any kind.

     3.10 Tax Returns.  Parent has timely filed all required federal,  state and
local tax returns and  has no  outstanding  tax  liabilities,  including but not
limited to income, withholding, property and corporate franchise taxes.

     3.11 No Violation. Consummation of the merger will not constitute or result
in a breach or default  under any  provision of any charter,  bylaw,  indenture,
mortgage, lease or agreement, or any order, judgment,  decree, law or regulation
to which any property of Parent is subject or by which  Parent is bound,  except
for  breaches or defaults  which in the  aggregate  would not have a  materially
adverse  effect  on  Parent's  properties,   business  operations  or  financial
condition.

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<PAGE>

     3.12 Books and Records.  The  corporate  minute  books,  stock  certificate
books,  stock  registers and other  corporate  records of Parent are correct and
complete in all material respects, and the signatures appearing on all documents
contained  therein are the true  signatures  of the persons  purporting  to have
signed the same.

     3.13 Continuity of Business  Enterprise.  Parent will continue at least one
significant  historic  business  line of Target,  or use at least a  significant
portion of Target's historic business assets in a business,  in each case within
the meaning of Treasury Reg. [section] 1.368-1(d)

     3.14  Compliance  with  Law.  There  has  been no  default  under  any laws
applicable  to Parent and Parent has not received  notice from any  governmental
entity  regarding any alleged defaults under any laws. There has been no default
with respect to any court order applicable to Parent.

     3.15  Disclosure.  Neither  this  Agreement  nor any  Schedule,  Exhibit or
certificate  delivered in accordance  with the terms hereof,  or any document or
statement in writing which has been supplied by or on behalf of Parent or by any
of  Parent's   directors  or  officers  in  connection  with  the   transactions
contemplated hereby,  contains any untrue statement of a material fact, or omits
any  statement  of a material  fact  necessary  in order to make the  statements
contained  herein or therein not  misleading.  There is no fact or  circumstance
known to Parent which could be reasonably  expected to materially  and adversely
affect its business,  prospects or financial condition or its assets,  which has
not been set forth in this Agreement, the Schedules,  Exhibits,  certificates or
statements  furnished in writing to Target in connection  with the  transactions
contemplated by this Agreement.

     3.16 Broker's or Finder's Fees. No broker,  finder or similar  intermediary
is entitled to fees in connection  with the  transactions  contemplated  by this
Agreement by virtue of any action or agreement of Parent.

             Section 4. Conduct of Target Pending the Effective Date
             -------------------------------------------------------

     Target  covenants that between the date of this Agreement and the Effective
Date:

     4.1 Regular Course of Business. Except as otherwise consented to in writing
by Parent, prior to the Effective Date, Target will carry on its business in the
ordinary  course only,  and,  without  limiting the generality of the foregoing,
Target will use its best efforts to preserve its present  business  organization
intact,  keep available the services of its present officers and employees,  and
preserve its present relationships with persons having business dealings with it
including, but not limited to, the contracts as set forth in Schedule 2.8(b).

     4.2 Restricted  Activities and Transactions.  Except as otherwise consented
to in  writing  by  Parent,  or  contemplated  by this  Agreement,  prior to the
Effective Date, Target will not:

     (a) amend its certificate or articles of incorporation or bylaws;

     (b) issue, sell or deliver, or agree to issue, sell or deliver,  any shares
of any class of capital stock or any securities convertible into any such shares
or convertible into securities in turn so convertible,  or any options, warrants
or other rights calling for the issuance, sale or delivery of

                                       7
<PAGE>

any such shares or convertible  securities,  declare or pay any dividend or make
any  distribution  on its capital  stock in cash,  stock or property,  subdivide
shares of capital stock into a greater number of shares,  or redeem,  repurchase
or otherwise acquire any shares of capital stock;

     (c) discharge or satisfy or pay any lien,  encumbrance,  debt or obligation
other than in the ordinary course of business;

     (d) sell, transfer or otherwise dispose of any of its assets otherwise than
in the normal course of business;

     (e) incur or assume or authorize or commit to any  expenditure(s) in excess
of $25,000 in the aggregate other than in the ordinary course of business;

     (f)  assume  or  guarantee,  or agree to  assume  or  guarantee,  any debt,
liability or other obligation of any person, firm or corporation; or

     (g) acquire control of any other corporation,  association,  joint venture,
partnership,  business trust or other  business  entity,  or acquire  control or
ownership of all or a substantial  portion of the assets of any of the foregoing
or merge, consolidate or otherwise combine with any other corporation (except as
provided for in this Agreement),  or enter into any agreement  providing for any
of the foregoing.

     4.3 Advice of Changes.  Until the Closing Date, Target will promptly advise
Parent in writing after acquiring  knowledge thereof, of (i) any event occurring
subsequent to the date of this Agreement  which would render any  representation
or warranty of Target contained in this Agreement,  if made on or as of the date
of such  event or the  Effective  Date,  untrue or  inaccurate  in any  material
respect; and, (ii) any material adverse change in Target's business.

     4.4 Access to Records  and  Properties.  Parent  May,  prior to the Closing
Date,  through its employees,  agents and  representatives,  make or cause to be
made a detailed  review of the business and financial  condition of Target,  and
make or cause to be made such  investigation  as it deems necessary or advisable
of the  properties,  assets,  businesses,  books and  records of Target.  Target
agrees to furnish such assistance as Parent reasonably may request in conducting
such review and investigation  and will provide,  and will cause its independent
public   accountants  to  provide,   Parent  and  its   employees,   agents  and
representatives  full access to all books,  records (including tax returns filed
or in  preparation),  personnel  and  premises of Target and the work papers and
other records of its independent  public accountants and shall provide to Parent
such other  information  concerning the business of Target as Parent  reasonably
may request Any such review described in this section shall be undertaken during
normal business hours following reasonable notice to Target.

         Section 5. Conduct of Parent and Sub Pending the Effective Date
         ---------------------------------------------------------------

     Parent and Sub  covenant  that between the date of this  Agreement  and the
Effective Date:

     5.1 Regular Course of Business. Except as otherwise consented to in writing
by  Target,  prior to the  Effective  Date,  Parent  and Sub  will  carry on its
business in the ordinary  course only, and,  without  limiting the generality of
the foregoing, Parent will use its best efforts to preserve its present business
organization  intact,  keep  available the services of its present  officers and
employees,  and preserve its present  relationships with persons having business
dealings with it.

                                       8
<PAGE>

     5.2 Restricted  Activities and Transactions.  Except as otherwise consented
to in  writing  by  Target,  or  contemplated  by this  Agreement,  prior to the
Effective Date, neither Parent nor Sub will:

     (a) amend its certificate or articles of incorporation or bylaws;

     (b) issue, sell or deliver, or agree to issue, sell or deliver,  any shares
of any class of capital stock or any securities convertible into any such shares
or convertible into securities in turn so convertible,  or any options, warrants
or other rights calling for the issuance, sale or delivery of any such shares or
convertible securities, declare or pay any: dividend or make any distribution on
its capital stock in cash, stock or property,  subdivide shares of capital stock
into a greater number of shares, or redeem,  repurchase or otherwise acquire any
shares of capital stock;

     (c) discharge or satisfy or pay any lien,  encumbrance,  debt or obligation
other than in the ordinary course of business;

     (d) sell, transfer or otherwise dispose of any of its assets otherwise than
in the normal course of business;

     (e) incur or assume or authorize or commit to any  expenditure(s) in excess
of $25,000 in the aggregate other than in the ordinary course of business;

     (f)  assume  or  guarantee,  or agree to  assume  or  guarantee,  any debt,
liability or other obligation of any person, firm or corporation; or

     (g) acquire control of any other corporation,  association,  joint venture,
partnership,  business trust or other  business  entity,  or acquire  control or
ownership of all or a substantial  portion of the assets of any of the foregoing
or merge, consolidate or otherwise combine with any other corporation (except as
provided for in this Agreement),  or enter into any agreement  providing for any
of the foregoing.

     5.3 Advice of Changes.  Parent will promptly advise Target in writing after
acquiring knowledge thereof,  of (i) any event occurring  subsequent to the date
of this Agreement  which would render any  representation  or warranty of Parent
contained  in this  Agreement,  if made on or as of the date of such event or at
the Effective Date, untrue or inaccurate in any material respect;  and, (ii) any
material adverse change in the business of Parent and/or its Sub.

     5.4 Access to Records  and  Properties.  Target  may,  prior to the Closing
Date,  through its employees,  agents and  representatives,  make or cause to be
made a detailed  review of the business and financial  condition of Parent,  and
make or cause to be made such  investigation  as it deems necessary or advisable
of the  properties,  assets,  businesses,  books and  records of Parent.  Parent
agrees to furnish such assistance as Target reasonably may request in conducting
such review and investigation  and will provide,  and will cause its independent
public   accountants  to  provide,   Target  and  its   employees,   agents  and
representatives  full access to all books,  records (including tax returns filed
or in  preparation),  personnel  and  premises of Parent and the work papers and
other records of its independent  public accountants and shall provide to Target
such other  information  concerning the business of Parent as Target  reasonably
may  request.  Any such review  described in this  section  shall be  undertaken
during normal business hours following reasonable notice to Parent.

                                       9
<PAGE>

     5.5  Guarantee of Sub  Obligations.  Parent shall cause Sub to perform in a
timely manner all its  obligations,  and to comply with all its  agreements,  in
this Agreement and in the Articles of Merger.

                           Section 6 MUTUAL COVENANTS
                           --------------------------

     6.1 Confidentiality.  Parent and Target will use their best efforts to keep
confidential  any and all  information  furnished to one of them by the other or
such other's  representatives  or independent  public  accountants in connection
with the  transactions  contemplated  by this  Agreement,  and the  business and
financial review and  investigation  referred to in Section 4.4 and Section 5.4,
except to the extent any such  information  may be  generally  available  to the
public,  and  Parent and  Target  have  instructed  their  respective  officers,
employees and other representatives  having access to such information to comply
with the  obligation of  confidentiality.  In the event of  termination  of this
Agreement,  each of Parent and  Target  will  promptly  deliver to the other all
originals and copies of  documents,  work papers and other  material  containing
information concerning the other that was obtained from the other or its agents,
employees or  representatives  in connection with such  transactions or business
and financial review and investigation,  whether so obtained before or after the
execution hereof, will not use any information so obtained, will not disclose or
divulge  such  information  to any other person and will keep  confidential  any
information so obtained; provided, however, that (after reasonable measures have
been taken to maintain confidentiality and after giving reasonable notice to the
other parties to this  Agreement  specifying  the  information  involved and the
manner and extent of the proposed use of disclosure  thereof) (i) any disclosure
of such  information  may be made by a party  hereto to the extent  required  by
applicable  law or regulation  or judicial or  regulatory  process and (ii) such
information  may be used by such party as evidence in or in connection  with any
pending or threatened  litigation  relating to this Agreement or any transaction
contemplated  hereby.  The  obligations  arising  under this  Section  6.1 shall
survive any termination or abandonment of this Agreement.

     6.2 Expenses.  Whether or not the Merger is consummated,  each party hereto
shall be responsible  for its own legal,  accounting  and other fees;  costs and
expenses  regarding this  Agreement and the  transactions  contemplated  hereby.
Notwithstanding  any  other  provision  in this  Agreement,  in the event of any
dispute or controversy,  in addition to any other remedies the prevailing  party
may  obtain in such  dispute,  the  prevailing  party in such  dispute  shall be
entitled to recover  from the other party all of its  reasonable  legal fees and
out-of-pocket  costs incurred by such party in enforcing or defending its rights
hereunder.

     6.3 Further  Assurances.  Each party  hereto  agrees to execute and deliver
such  instruments  and take such other actions as any other party may reasonably
require in order to carry out the intent of this Agreement.

                                       10
<PAGE>

             Section 7. Conditions Precedent to Obligation of Target
             -------------------------------------------------------

     Target's   obligation  to  consummate  this  Merger  shall  be  subject  to
fulfillment  on or before the Closing Date of each of the following  conditions,
unless waived in writing by Target:

     7.1 Parent and Sub Representations and Warranties.  The representations and
warranties  of Parent  and Sub set forth in  Section 3 hereof  shall be true and
correct at the  Closing  Date as though  made at and as of that date,  except as
affected by transactions contemplated hereby.

     7.2 Parent and Sub  Covenants.  Parent  and Sub shall  have  performed  all
covenants  required by this  Agreement  to be  performed  by it on or before the
Closing Date.

     7.3  Guarantee of Sub  Obligations.  Parent shall cause Sub to perform in a
timely manner all of its obligations,  and to comply with all its agreements; in
this Agreement.

             Section 8. Conditions Precedent to Obligation of Parent
             -------------------------------------------------------

     Parent's   obligation  to  consummate  this  merger  shall  be  subject  to
fulfillment  on or before the Closing Date of each of the following  conditions,
unless waived in writing by Parent:

     8.1  Target's  Representations  and  Warranties.  The  representations  and
warranties  of Target set forth in Section 2 hereof shall be true and correct at
the Closing  Date as though  made at and as of that date,  except as affected by
transactions contemplated hereby.

     8.2 Target's Covenants.  Target shall have performed all covenants required
by this Agreement to be performed by it on or before the Closing Date.

     8.3  Funding.  Target  will  have  completed  a  private  placement  of its
securities  which shall  result in gross  proceeds of not less than  $500,000 no
later  than  August  30,  1999.  The  Private  Placement  will be made under the
provisions  of  Regulation D promulgated  under the  Securities  Act of 1933, as
amended.  The offering will be made only to "Accredited  Investors" as that term
is defined in Regulation D.

                   Section 9. Designation of Agent for Service
                   -------------------------------------------

     The  Surviving  Corporation  hereby:  (1) agrees that it may be served with
process  in the State of Nevada in any  proceeding  for the  enforcement  of any
obligation of Target and in any proceeding for the  enforcement of the rights of
a dissenting  shareholder of Target;  (2) irrevocably  appoints the Secretary of
State of the State of Nevada as its agent to accept  service  or  process in any
such  proceedings;  and  (3)  agrees  that it will  promptly  pay to  dissenting
shareholders,  if any,  of Target  the  amount,  if any,  to which they shall be
entitled pursuant to the laws of the State of Nevada.

                                       11
<PAGE>

               Section 10 Stand-still Agreement and Break-off Fee
               --------------------------------------------------

     From and  after  the date of this  Agreement  and up to and  including  the
Closing Date both parties  agree to conduct their  respective  businesses in the
ordinary  course and agree that during such period each shall have the exclusive
right to  negotiate  with the other with  respect to the Merger and during  such
period  each party  agrees not to directly  or through  intermediaries  solicit,
entertain  or  otherwise  discuss  with any person or entity any other offer and
neither  Parent nor Target  will  issue or agree to issue,  except as  otherwise
disclosed in this Agreement,  any additional  securities  without the consent of
the other  party.  Without the consent of the other party,  neither  party will,
except in the ordinary course of business, transfer assets or create liabilities
other than those  contemplated  herein.  All  reasonable  expenses  incurred  in
connection with the completion of the transactions  contemplated herein shall be
deemed  to be in the  ordinary  course  of  business.  Should  any  party  be in
violation  of this  provision,  it shall pay the other party the greater of: (i)
its  expenses on an  accountable  basis,  including  time of its  personnel  and
representatives  reasonably  incurred in connection with the  Transactions;  or,
(ii) the sum of  $25,000  as a  Break-Off  Fee  within  ten (10) days of written
notice  from the other party and if any party fails to pay such fee, it shall be
liable to the other party for interest at the rate of eighteen percent (18%) per
annum together with reasonable attorneys fees for collection.

                          Section 11. Notice of Events
                          ----------------------------

     Each  party  shall  promptly  notify  each  other  party of (a) any  event,
condition or  circumstance  occurring from the date hereof through the Effective
Date that would  constitute a violation or breach of this Agreement,  or (b) any
event,  occurrence,  transaction or other item which would have been required to
have been disclosed on any Schedule,  Exhibit or statement delivered  hereunder,
had such event,  occurrence,  transaction  or item  existed on the date  hereof,
other than items  arising in the  ordinary  course of  business  which would not
render a change in any of the representations, warranties or other agreements of
said party.

                             Section 12. Termination
                             -----------------------

     12.1  Circumstances  of  Termination.  This  Agreement  may  be  terminated
(notwithstanding approval by the shareholders of Target hereof):

     (a) By the mutual  consent in writing of the Boards of  Directors of Target
and Parent.

     (b) By the  Board of  Directors  of  Target if any  condition  provided  in
Section 7 hereof has not been satisfied or waived on or before the Closing Date.

     (c) By the  Board of  Directors  of  Parent if any  condition  provided  in
Section 8 hereof has not been satisfied or waived on or before the Closing Date.

     (d) By the Board of Directors of either  Parent or Target if the  Effective
Date has not occurred by September 10, 1999.

     12.2 Effect of Termination. In the event of a termination of this Agreement
pursuant to Section 12.1 (a) hereof, each party shall pay the costs and expenses
incurred by it in connection with this Agreement and no non-breaching  party (or
any of its officers, directors and shareholders) shall be liable to any

                                       12
<PAGE>

other  party for any  costs,  expenses,  damage or loss of  anticipated  profits
hereunder.

     In the  event of a  termination  of this  Agreement  pursuant  to  Sections
12.1(b),  (c) and (d)  hereof,  the party at fault  shall be liable to the other
party for all reasonable costs and expenses,  but shall not be liable for damage
or loss of anticipated profits hereunder.

                         Section 13. General Provisions
                         ------------------------------

     13.1  Further  Assurances.  At any time,  and from time to time,  after the
Effective  Date,  each party will execute such  additional  instruments and take
such  action as may be  reasonably  requested  by the other  party to confirm or
perfect  title to any property  transferred  hereunder or otherwise to carry out
the intent and purposes of this Agreement.

     13.2 Waiver.  Any failure on the part of either party hereto to comply with
any of its  obligations,  agreements  or  conditions  hereunder may be waived in
writing by the party to whom such compliance is owed.

     13.3 Entire  Agreement.  This Agreement  constitutes  the entire  agreement
between   the  parties  and   supersedes   and  cancels  any  other   agreement,
representation,  or  communication,  whether oral or written between the parties
hereto relating to the  transactions  contemplated  herein or the subject matter
hereof.

     13.4 Headings.  The section and  subsection  headings in this Agreement are
inserted  for  convenience  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

     13.5 Governing  Law. This Agreement  shall be governed by and construed and
enforced in accordance with the laws of the State of Colorado, without regard to
conflict of laws. This Agreement shall be subject to the  jurisdiction and venue
of the state and federal courts situated in Denver, Colorado.

     13.6  Assignment.  This  Agreement  shall  inure to the  benefit of, and be
binding upon,  the parties hereto and their  successors  and assigns;  provided,
however,  that any assignment by either party of its rights under this Agreement
without the written consent of the other party shall be void.

       Section 14. Survival of Representations, Warranties and Agreements
       ------------------------------------------------------------------

     All of the  representations and warranties of the parties contained in this
Agreement shall survive for a period of two years after the Effective Date.

                                       13
<PAGE>

              Section 15. Indemnity Agreements of Parent and Target
              -----------------------------------------------------

     Parent and Target each shall indemnify, defend, reimburse and hold harmless
the other from and against any and all Losses resulting from:

     (a) Any  inaccuracy  in, or breach of, any  representation  and warranty or
nonfulfillment  of any  covenant on the part of Parent or Target,  respectively;
contained in this Agreement.

     (b) Any  misrepresentation  in or omission  from or  nonfulfillment  of any
covenant on the part of Parent or Target,  respectively,  contained in any other
agreement,  certificate or other instrument  furnished or to be furnished to the
other party by that party pursuant to this Agreement.

                          Section 16. Other Agreements
                          ----------------------------

     16.1 Public  Disclosure.  None of the parties  hereto shall issue any press
release or otherwise make any public  statement with respect to the transactions
contemplated  hereby not required by law except upon the written  consent of the
other party hereto. Such approval shall not be unreasonably withheld.

     16.2  Notices.  All  consents,  waivers,  notices and other  communications
hereunder  shall be in  writing  and shall be deemed to have been duly  given if
delivered  personally or sent by facsimile  transmission or by overnight courier
to the parties at the following addresses or at such other addresses as shall be
specified by the parties by like notice:

      (1)   If to Parent or Sub to:

            Troy H. Lowrie
            New Millennium Media International
            1601 W. Evans Ave.
            Denver, CO 80223
            (303) 934-2424 (Telephone)
            (303) 922-0746 (Fax)

            With a copy to:

            A. Thomas Tenenbaum, Esq.
            Brenman Bromberg & Tenenbaum, P.C.
            1775 Sherman Street, Suite 1001
            Denver, Colorado 80203
            (303) 894-0234 (Telephone)
            (303) 839-1633 (Fax)

      (2)   If to Target to:
            UNERGI, Inc.
            7820 South Holiday Drive, Suite 300
            Sarasota, Florida 34231

            With a copy to:

            Jorge L. Freeland
            White & Case LLP
            200 S. Biscayne Blvd.
            Miami, Florida 33131
            (305) 371-2700 (Telephone)
            (305) 358-5744 (Fax)

                                       14
<PAGE>

Any party may change the address to which notices,  requests,  demands and other
communications  hereunder  are to be sent to such  party  by  giving  the  other
parties hereto written notice thereof in accordance with this Section 16.2.

     16.3 Binding  Effect.  This Agreement shall be binding upon and shall inure
to the benefit of the  parties  and their  respective  successors  and  assigns;
provided  that this  Agreement  may not be  assigned  by any party  without  the
consent of the other parties.

     16.4 Entire Agreement. This Agreement (including the Exhibits and Schedules
referred to herein)  constitutes  the entire  agreement and supersedes all other
prior agreements and undertakings,  both written and oral, among the parties, or
any of them, with respect to the subject matter hereof.

     16.5 Schedules and Exhibits. The Schedules and Exhibits referred to in this
Agreement  shall be  construed as an integral  part of this  Agreement as if the
same had been set forth herein and shall be  satisfactory  in form and substance
to each party hereto.

     16.6 Applicable Law and  Jurisdiction.  This Agreement shall be governed in
all respects, including validity,  interpretation and effect, by the laws of the
State of Colorado  without  regard to conflict of law. This  Agreement  shall be
subject to the  jurisdiction  and venue of the state and federal courts situated
in Denver, Colorado.

     16.7 No  Benefit  to Third  Parties.  No  provision  of this  Agreement  is
intended  to confer any rights or  remedies  upon any person not a party of this
Agreement.

     16.8  Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall constitute an original but all of which, when
taken together, shall constitute only one document. It shall not be necessary in
making  proof of this  Agreement  to produce  or account  for more than one such
counterpart.

     16.9 Acknowledgments.

     (a) The parties  represent and acknowledge  that each has been  represented
and advised by counsel in connection with this Agreement.

     (b) The parties  acknowledge  that Target shall assume all  liabilities  of
Parent and Sub following the Closing and Effective Date of the Merger.

                           [SIGNATURES ON NEXT PAGE]

                                       15
<PAGE>

     IN WITNESS  WHEREOF,  this  Agreement has been duly executed by the parties
hereto as of the day and year first above written.

                                        New Millennium Media International,
                                        a Colorado corporation ("Parent")

                                        By /s/ Troy H. Lowrie
                                           -------------------------------------
                                           Troy H. Lowrie, President

                                        New Millennium Media, Inc.,
                                        a Colorado corporation ("Sub")

                                        By /s/ Troy H. Lowrie
                                           -------------------------------------
                                           Troy H.  Lowrie, President

                                        UNERGI, Inc.,
                                        a Nevada corporation ("Target")

                                        By /s/ Michael Miksch
                                           -------------------------------------
                                           Michael Miksch, President


                                       16
<PAGE>

                                 SCHEDULE 1.1(d)
                                 ---------------

                 OFFICERS AND DIRECTORS OF SURVIVING CORPORATION

Gerald Parker       Director    Chairman of the Board
Andrew Badolato     Director    Vice President-Corporate Finance
Michael Miksch      Director    President
John Muczko         Director
Christy Brandon     Controller
Tony Gomes          Director    Vice President-Marketing

<PAGE>

                                  SCHEDULE 1.3
                                  ------------

                        UNERGI'S SHAREHOLDER INFORMATION

Investment Management of America, Inc.          15,250,000 shares
7820 South Holiday Drive
Suite 320
Sarasota, FL 34231

Michael Miksch                                   3,250,000 shares
4841 Inverness Ct. #101
Palm Harbor, FL 34685

Mark Western                                       500,000 shares
4364 S. Kirkman Rd. #302
Orlando, FL 32811

Cole Leary                                         500,000 shares
812 Riverbend Blvd.
Longwood, FL 32779

Dual Cooper                                        500,000 shares
712 Carbonne Ct
Las Vegas, NV 89117

      Total                                     20,000,000 shares
      Unassigned                                 1,000,000 preferred shares

<PAGE>

                                  SCHEDULE 2.2
                                  ------------

                      OBLIGATIONS TO ISSUE SHARES PURSUANT
                           TO SUBSCRIPTION AGREEMENTS

                                      None

<PAGE>

                                  SCHEDULE 2.5
                                  ------------

                           LIST OF TARGET LIABILITIES

IMA   $650,000

<PAGE>

                                  SCHEDULE 2.6
                                  ------------

                                CHANGES OF UNERGI

There have been no significant changes since the merger was agreed to.

<PAGE>

                                  SCHEDULE 2.7
                                  ------------

                                   LITIGATION

             There is no litigation pending with regards to UNERGI.


                                       17
<PAGE>

                                  SCHEDULE 2 8
                                  ------------

                               CONTRACTS OF UNERGI

BETWEEN & FOR:                            SIGNED:                  NOTES:

Showcase Mall Joint Venture And           02/05/99           Assigned to UNERGI.
Dynamic Media Group. For the
Showcase Garage site in Las
Vegas. One face.

Champion Outdoor Media Services           02/08/99           Assigned to UNERGI.
And Dynamic Media Group. For
the I-595 billboard site in Ft
Lauderdale, FL. Two faces.

Champion Outdoor media Services           02/08/99           Assigned to UNERGI.
And Dynamic Media-Group. For
the I-95 billboard site in Ft.
Lauderdale, FL. Two faces.

Below  are  additional  sites  that  are in the  process  of being  secured  but
contracts have not been signed.  The rights to all of these potential  contracts
are being assigned to UNERGI, INC.

Island Plaza Joint Venture in Las Vegas. A site in front of the Showcase  facing
the corner of Las Vegas Blvd. (the strip) and Tropicana.

Las Vegas Airport property. NW corner of Tropicana and Paradise.

Maxim Hotel and Casino in Las Vegas. Side Wall.

Freemont Street in Las Vegas. End of the walkway.

Argosy Riverboat in Cincinnati. Inside the Atrium.

All-Star Sports Cafe in Manhattan. Side of the building.

NJ Turnpike heading towards the Holland tunnel. Billboard with Champion Outdoor.

Cleveland, Ohio at the Point with PlayHouse Square.

Reno Airport baggage area with Reno Airport.

Los Angeles billboard. Corner of Burbank and Sepulveda with owners.

<PAGE>

                                  SCHEDULE 2.9
                                  ------------

                              PROPERTIES OF UNERGI

                                      None

<PAGE>

SCHEDULE 3.5
LIST OF PARENT LIABILITIES

Sid Lucero     $234,860
Joe Menza      $ 54,000
Troy Lowrie    $641,152