AGREEMENT

                     CONCERNING THE EXCHANGE OF COMMON STOCK

                                      AMONG

                          PRIDE AUTOMOTIVE GROUP, INC.

                         DIGITAL MAFIA ENTERPRISES, LLC

                                       and

               THE SHAREHOLDERS OF DIGITAL MAFIA ENTERPRISES, LLC




<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                           Page No.

<S>     <C>                                                     <C>
ARTICLE 1 - EXCHANGE OF SECURITIES                              1

         1.1  - Issuance of Shares                               1
         1.2  - Exemption from Registration                      1

ARTICLE 2 - REPRESENTATIONS AND WARRANTIES OF DME               2

         2.1  - Organization                                     2
         2.2  - Capital                                          2
         2.3  - Subsidiaries                                     2
         2.4  - Directors and Officers                           2
         2.5  - Financial Statements                             2
         2.6  - Investigation of Financial Condition             3
         2.7  - Compliance with Laws                             3
         2.8  - Litigation                                       3
         2.9  - Authority                                        3
         2.10 - Ability to Carry Out Obligations                 4
         2.11 - Full Disclosure                                  4
         2.12 - Material Contracts                               4
         2.13 - Indemnification                                  4
         2.14 - Transactions with Officers and Directors         4
         2.15 - Background of Officers and Directors             5
         2.16 - Employee Benefits                                6

ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF PRIDE AUTOMOTIVE
GROUP                                                           6

         3.1  - Organization                                     6
         3.2  - Capital                                          6
         3.3  - Subsidiaries                                     6
         3.4  - Directors and Officers                           6
         3.5  - Financial Statements                             6
         3.6  - Absence of Changes                               7
         3.7  - Absence of Undisclosed Liabilities               7
         3.8  - Tax Returns                                      7
         3.9  - Investigation of Financial Condition             7
         3.10 - Trade Names and Rights                           7
         3.11 - Compliance with Laws                             7
         3.12 - Litigation                                       8


<PAGE>
         3.13 - Authority                                        8
         3.14 - Ability to Carry Out Obligations                 8
         3.15 - Validity of Pride Automotive Group Shares        8
         3.16 - Full Disclosure                                  8
         3.17 - Assets                                           9
         3.18 - Material Contracts                               9

ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS      9

         4.1  - Share Ownership                                  9
         4.2  - Investment Intent                                9
         4.3  - Indemnification                                 10
         4.4  - Legend                                          10

ARTICLE 5 - COVENANTS                                           11

         5.1  - Investigative Rights                            11
         5.2  - Conduct of Business                             11

ARTICLE 6 - CONDITIONS PRECEDENT TO PRIDE AUTOMOTIVE GROUP'S
PERFORMANCE                                                    11

         6.1  - Conditions                                      11
         6.2  - Accuracy of Representations                     11
         6.3  - Performance                                     12
         6.4  - Absence of Litigation                           12
         6.5  - Acceptance by DME Shareholders                  12
         6.6  - Officer's Certificate                           12
         6.7  - Opinion of Counsel to DME                       12

ARTICLE 7 - CONDITIONS PRECEDENT TO DME'S PERFORMANCE           13

         7.1  - Conditions                                      13
         7.2  - Accuracy of Representations                     13
         7.3  - Performance                                     14
         7.4  - Absence of Litigation                           14
         7.5  - Current Status                                  14
         7.6  - Directors of Pride Automotive Group             14
         7.7  - Officers of Pride Automotive Group              14
         7.8  - Cash Assets                                     14
         7.9  - Officer's Certificate                           14
         7.10 - Opinion of Counsel                              14



<PAGE>
ARTICLE 8 - CLOSING                                            16

         8.1  - Closing                                        16

ARTICLE 9 - MISCELLANEOUS                                      17

         9.1  - Captions and Headings                          17
         9.2  - No Oral Change                                 17
         9.3  - Non-Waiver                                     17
         9.4  - Entire Agreement                               17
         9.5  - Choice of Law                                  17
         9.6  - Counterparts                                   17
         9.7  - Notices                                        17
         9.8  - Brokers                                        18
         9.9  - Binding Effect                                 18
         9.10 - Mutual Cooperation                             18
         9.11 - Announcements                                  19
         9.12 - Expenses                                       19
         9.13 - Survival of Representations
                     and Warranties                            19
         9.14 - Exhibits                                       19

Signatures                                                     19

EXHIBITS
</TABLE>

         Allocation of DME Shares                   Exhibit 1.1
         Directors and Officers of DME              Exhibit 2.4
         DME Financial Statements                   Exhibit 2.5
         Material Contracts                         Exhibit 2.12
         Directors and Officers of Pride
         Automotive Group                           Exhibit 3.4
         Pride Automotive Group November 30, 1998
         Report on Form 10-KSB




<PAGE>
                                    AGREEMENT

     AGREEMENT,  made as of the 30th day of  March,  1999,  by and  among  Pride
Automotive  Group,  Inc., a Delaware  corporation  ("Pride  Automotive  Group"),
Digital  Mafia  Enterprises,  LLC, a New Jersey  Limited  Liability  Corporation
("DME") and the shareholders of DME, Inc. (the "Shareholders").

     WHEREAS,  Pride  Automotive  Group desires to acquire all of the issued and
outstanding  shares  and/or  membership  interests  of DME, in  exchange  for an
aggregate of  14,800,000  authorized  but unissued  shares of the common  stock,
$.001 par value, of Pride Automotive Group (the "Exchange Stock"); and

     WHEREAS,  the  Shareholders  desire to  exchange  their DME  shares for the
Exchange Stock as set forth herein; and

     WHEREAS,  DME  desires  to  assist  Pride  Automotive  Group in a  business
combination  which will result in the  Shareholders of DME owning  approximately
66% of the then issued and outstanding shares of Pride Automotive Group's Common
Stock and Pride  Automotive  Group  owning  100% of the issued  and  outstanding
shares of DME's Capital Stock;

     NOW,  THEREFORE,  in consideration  of the mutual  promises,  covenants and
representations contained herein, the parties hereto agree as follows:

                                    ARTICLE I

                             Exchange of Securities

     1.1 Issuance of Shares.  Subject to all of the terms and conditions of this
Agreement,  Pride  Automotive  Group agrees to issue to Shareholders  14,800,000
shares the Exchange Stock in exchange for all of the  outstanding  shares of DME
capital  stock  owned by the  Shareholders.  The  Exchange  Stock will be issued
directly to the  Shareholders of DME on the Closing Date,  subject to the tender
of their  respective DME stock  certificates  to Pride  Automotive  Group,  duly
endorsed in blank.

     1.2 Exemption from Registration.  The parties hereto intend that the Common
Stock to be issued by Pride Automotive Group to the Shareholders shall be exempt
from the  registration  requirements  of the  Securities Act of 1933, as amended
(the "Act")  pursuant to Section  4(2) of the Act and the rules and  regulations
promulgated thereunder.




<PAGE>
                                    ARTICLE 2

     Representations and Warranties of DME

     DME and Darien Dash (Darien Dash ["Dash"] being hereinafter  referred to as
the "Principal Shareholder") represents to Pride Automotive Group that:

     2.1 Organization.  DME is a corporation duly organized and validly existing
and in good  standing  under  the  laws  of New  Jersey  and  has all  necessary
corporate powers to own its properties and to carry on its business as now owned
and operated by it, and is duly qualified to do business and is in good standing
in each of the states where its business requires qualification.

     2.2 Capital.  The  authorized  capital  stock of DME is as set forth on the
annexed  exhibit 2.2, a copy of which is annexed  hereto and made a part hereof.
The shares  currently  outstanding  are owned by the  Shareholders of DME as set
forth in Exhibit 2.1 hereto. All of the issued and outstanding shares of DME are
duly  and  validly  issued,  fully  paid,  and  non-assessable.   There  are  no
outstanding subscriptions,  options, rights, warrants, debentures,  instruments,
convertible  securities,  or other  agreements or commitments  obligating DME to
issue or to transfer from treasury any additional shares of its capital stock of
any class.

     2.3 Subsidiaries.  As of the date of this Agreement,  DME does not have any
subsidiaries or own any interest in any other enterprise.

     2.4 (a) Directors and Officers.  Exhibit 2.4 to this Agreement, the text of
which is incorporated herein by reference,  contains the names and titles of all
directors and officers of DME as of the date of this Agreement.

     2.5 (b) Financial Statements.  The current DME audited financial statements
as of December 31, 1998,  which are annexed  hereto as Exhibit 2.5 and have been
delivered to Pride Automotive Group prior to the Closing, are complete, accurate
and fairly present the financial condition of DME as of the date thereof and the
results of operations  for the period then ended.  Since  December 31, 1998, the
business of DME has been operated only in the normal course.

     There  are  no  material  liabilities,  either  fixed  or  contingent,  not
reflected in such  financial  statements  other than contracts or obligations in
the ordinary and usual course of business;  and no such contracts or obligations
in the usual course of business  constitute liens or other liabilities which, if
disclosed, would materially alter the financial condition of DME as reflected in
such  financial  statements.  The financial  statements of DME are  incorporated
herein by reference and deemed to be a part hereof.


                                        2

<PAGE>
     2.6 Investigation of Financial Condition. Without in any manner reducing or
otherwise  mitigating the  representations  contained  herein,  Pride Automotive
Group and/or its attorneys shall have the  opportunity to meet with  accountants
and attorneys of DME to discuss the  financial  condition of DME. DME shall make
available to Pride  Automotive  Group and/or its attorneys all books and records
of DME. If the transaction  contemplated hereby is not completed,  all documents
received by Pride Automotive Group and/or its attorneys shall be returned to DME
and all information so received shall be treated as confidential.

     2.7 Compliance with Laws. DME has complied with and are not in violation of
applicable federal,  state or local statutes,  laws and regulations  (including,
without limitation,  any applicable building,  zoning or other law, ordinance or
regulation)  affecting its  properties  or the  operation of its  business.  All
Federal and State income tax returns required to be filed by DME have been filed
and all required taxes have been paid or an adequate  reserve  therefor has been
established in the financial statements. DME's tax returns have not been audited
by any authority empowered to do so.

     2.8  Litigation.  Neither  DME nor  Dash is a party  to any  suit,  action,
arbitration  or  legal,  administrative  or other  proceeding,  or  governmental
investigation  pending  or,  to the  best  knowledge  of DME and  the  Principal
Shareholder,  threatened  against  or  affecting  DME or Dash,  their  assets or
financial  condition,  except for matters which would not have a material effect
on DME, Dash or their respective properties.  Neither DME nor Dash is in default
with respect to any order,  writ,  injunction  or decree of any federal,  state,
local or foreign court, department,  agency or instrumentality applicable to it.
Neither DME nor Dash is engaged in any lawsuits to recover any  material  amount
of moneys due to DME or Dash.

     2.9  Authority.  The Board of Directors of DME has authorized the execution
of this Agreement and the consummation of the transactions  contemplated herein,
and upon obtaining any necessary shareholder approval,  DME will have full power
and authority to execute,  deliver and perform this Agreement and this Agreement
will be a legal, valid and binding obligation of DME,  enforceable in accordance
with its terms  and  conditions,  except as may be  limited  by  bankruptcy  and
insolvency laws and by other laws affecting the rights of creditors generally.

     2.10 Ability to Carry Out  Obligations.  The execution and delivery of this
Agreement by DME and the performance by DME of its obligations  hereunder in the
time and manner  contemplated  will not cause,  constitute  or conflict  with or
result in (a) any breach or violation of any of the  provisions of or constitute
a default under any license, indenture, mortgage, charter, instrument,  articles
of incorporation, by-laws, or other agreement or instrument to which DME or Dash
is a party or by which  either  party may be  bound,  nor will any  consents  or
authorizations  of any party other than those hereto be  required;  (b) an event
that would permit any party to any agreement or  instrument,  to terminate it or
to accelerate the maturity of any

                                        3

<PAGE>
indebtedness  or other  obligation  of DME or Dash;  or (c) an event  that would
result in the creation or imposition of any lien,  charge, or encumbrance on any
asset of DME or Dash.

     2.11 Full Disclosure.  None of the  representations  and warranties made by
DME and the Principal  Shareholder  herein,  or in any exhibit,  certificate  or
memorandum  furnished or to be  furnished by DME, or on its behalf,  contains or
will contain any untrue  statement of material  fact, or omit any material fact,
the omission of which would be misleading.

     2.12 Material Contracts. Neither DME nor Dash has any material contracts to
which either is a party or by which they are bound,  except for those agreements
set forth on the annexed hereto as Exhibit 2.12.

     2.13 Indemnification. DME and the Principal Shareholder agree to defend and
hold harmless Pride Automotive  Group, its officers and directors against and in
respect of any and all claims,  demands,  losses, costs, expenses,  obligations,
liabilities, damages, recoveries and deficiencies, including interest, penalties
and reasonable  attorney's fees, that it shall incur or suffer,  which arise out
of,  result  from or relate to any breach of or failure by DME to perform any of
its  respective  representations,  warranties,  covenants and agreements in this
Agreement or in any exhibit or other instrument  furnished or to be furnished by
DME under this Agreement.

     2.14  Transactions  with  Officers  and  Directors.   Except  as  otherwise
disclosed in DME's financial statements dated December 31, 1998 and delivered to
Pride Automotive  Group,  there have been, and through the date of Closing there
will  be (1) no  bonuses  or  unusual  compensation  to any of the  officers  or
directors of DME; (2) no loans,  leases or contracts  made to or with any of the
officers or directors of DME; (3) no dividends or other  distributions  declared
or paid by DME; and (4) no purchases by DME of any of its capital shares.

     2.15  Background  of  Officers  and  Directors.  During  the past five year
period, no officer or director of DME has been the subject of:

     (a) A petition under the Federal  Bankruptcy  laws or any other  insolvency
law or has a receiver, fiscal agent or similar officer been appointed by a court
for the business or property of such person,  or any partnership in which he was
a general partner at or within two years before the time of such filing,  or any
corporation or business  association of which he was an executive  officer at or
within two years before the time of such filing;

     (b) A conviction  in a criminal  proceeding or a named subject of a pending
criminal proceeding (excluding traffic violations and other minor offenses);


                                        4

<PAGE>
     (c) Any order, judgment or decree, not subsequently reversed,  suspended or
vacated,  of any court of competent  jurisdiction,  permanently  or  temporarily
enjoining him from, or otherwise limiting, the following activities:

     (i)  Acting  as  a  futures  commission   merchant,   introducing   broker,
commodities  trading advisor,  commodity pool operator,  floor broker,  leverage
transaction merchant,  any other person regulated by the United States Commodity
Futures Trading  Commission or an associated person of any of the foregoing,  or
as an investment advisor, underwriter,  broker or dealer in securities, or as an
affiliated person, director or employee of any investment company, bank, savings
and loan  association  or insurance  company,  or engaging in or continuing  any
conduct or practice in connection with such activity;

     (ii) Engaging in any type of business practice; or

     (iii) Engaging in any activity in connection  with the purchase and sale of
any security or commodity or in connection with any violation of Federal,  State
or other securities law or commodities law.

     (d) Any order, judgment,  decree, not subsequently  reversed,  suspended or
vacated,  of any  Federal,  State or local  authority  barring,  suspending,  or
otherwise  limiting  for more than 60 days the right of such person to engage in
any activity described in the preceding sub-paragraph,  or to be associated with
persons engaged in any such activity;

     (e) a finding by any court of competent  jurisdiction  in a civil action or
by the United  States  Securities  and Exchange  Commission to have violated any
securities  law,  and the  judgment  in such  civil  action or  finding  by such
Commission has not been subsequently reversed, suspended or vacated; or

     (f) a finding by any court of competent  jurisdiction  in a civil action or
by the United States Commodity  Futures Trading  Commission to have violated any
commodities  law,  and the  judgment  in such  civil  action or  finding by such
Commission has not been subsequently reversed, suspended or vacated.

     2.16 Employee Benefits.  DME does not have any pension plan, profit sharing
or similar employee benefit plan.




                                        5

<PAGE>
                                    ARTICLE 3

     Representations and Warranties of Pride Automotive Group

     Pride Automotive Group represents and warrants to DME that:

     3.1  Organization.  Pride Automotive Group is a corporation duly organized,
validly  existing and in good standing  under the laws of Delaware,  and has all
necessary corporate powers to own properties and to carry on business.

     3.2  Capital.  The  authorized  capital  stock  of Pride  Automotive  Group
consists of  10,000,000  shares of Common  Stock,  par value $.001 per share and
2,000,000  shares of  Preferred  Stock,  par value $.01 per share,  which may be
issued in one or more series at the discretion of the board of directors.  As of
the  date of this  Agreement,  there  were  2,822,500  shares  of  Common  Stock
outstanding,  all of which were fully  paid and  non-assessable.  Except for the
Options owned by those persons  identified in the Report on Form 10-KSB of Pride
Automotive  Group  for the year  ended  November  31,  1998,  the  Underwriters'
Warrants  issued in connection  with Pride  Automotive  Group's  initial  public
offering  and the  1,300,000  Warrants  which were sold in the Pride  Automotive
Group initial offering, there are no outstanding subscriptions, options, rights,
warrants,  convertible securities, or other agreements or commitments obligating
Pride  Automotive  Group to issue or to transfer  from  treasury any  additional
shares of its capital stock of any class.

     3.3 Subsidiaries. Pride Automotive Group has does not have any subsidiaries
or own any interest in any other enterprise (whether or not such enterprise is a
corporation) except for those entities identified on Exhibit 3.3, annexed hereto
and made a part hereof.  Notwithstanding  the foregoing,  Pride Automotive Group
has agreed to sell its interest in PMS and in Automotive to Pride,  Inc. for the
sum of $1.00 at the Closing of this transaction.

     3.4  Directors  and  Officers.  Exhibit  3.4,  annexed  hereto  and  hereby
incorporated herein by reference, contains the names and titles of all directors
and officers of Pride Automotive Group as of the date of this Agreement.  All of
such officers and directors shall resign at the Closing.

     3.5 Financial  Statements.  Exhibit 3.5,  annexed  hereto and  incorporated
herein by reference,  consists of the Pride Automotive  Group audited  financial
statements as of November 30, 1998.



                                        6

<PAGE>
     3.6 Changes Since  November 30, 1998.  Since  November 30, 1998,  there has
been a change in the  financial  condition and  operations  of Pride  Automotive
Group,  to the extent  that it's PMS  subsidiary  has sold the  majority  of its
leasing assets,  has agreed to sell its interest in PMS and Automotive for $1.00
and has generally discontinued active business operations.

     3.7 Absence of  Undisclosed  Liabilities.  As of September 30, 1991,  Pride
Automotive Group did not have any material debt, liability, or obligation of any
nature, whether accrued, absolute,  contingent, or otherwise, and whether due or
to become due, that is not reflected in Pride  Automotive  Group's balance sheet
as of November  30,  1998.  There have been no new  liabilities  incurred  since
November 30, 1998,  except for those incurred in the ordinary course of business
and in connection with this transaction.

     3.8 Tax  Returns.  Within  the times and in the manner  prescribed  by law,
Pride  Automotive  Group  has  filed all  federal,  state and local tax  returns
required  by law and has paid  all  taxes,  assessments  and  penalties  due and
payable.  The  provisions  for taxes,  if any,  reflected  in the balance  sheet
included in Exhibit 3.5 is adequate for any and all federal,  state,  county and
local taxes for the period  ending on the date of such balance sheet and for all
prior  periods,  whether or not  disputed.  There are no present  disputes as to
taxes of any nature payable by Pride Automotive Group.

     3.9 Investigation of Financial Condition. Without in any manner reducing or
otherwise  mitigating the  representations  contained herein, DME shall have the
opportunity to meet with Pride Automotive  Group's  accountants and attorneys to
discuss the financial  condition of Pride  Automotive  Group.  Pride  Automotive
Group  shall make  available  to DME all books and  records of Pride  Automotive
Group.

     3.10  Trade  Names and  Rights.  Pride  Automotive  Group  does not use any
trademark,  service mark,  trade name, or copyright in its business,  or own any
trademarks,  trademark  registrations or applications.  To the best knowledge of
Pride Automotive Group, no person owns any trademark,  trademark registration or
application,  service mark, trade name, copyright,  or copyright registration or
application the use of which is necessary or contemplated in connection with the
operation of Pride Automotive Group's business.

     3.11 Compliance with Laws.  Pride Automotive Group has complied with and is
not in  violation  of  applicable  federal,  state  or local  statutes,  laws or
regulations  (including,  without limitation,  any applicable building,  zoning,
securities or other law, ordinance,  or regulation)  affecting its properties or
the operation of its business.

     3.12 Litigation. Pride Automotive Group is not a party to any suit, action,
arbitration,  or legal,  administrative,  or other  proceeding,  or governmental
investigation  pending  or, to the best  knowledge  of Pride  Automotive  Group,
threatened against or affecting Pride Automotive

                                        7

<PAGE>
Group or its business,  assets or financial condition,  except for litigation in
the amount of $95,000 relating to the non-payment of an overdue promissory note.
Pride Automotive Group also in default with respect to an additional  $1,615,000
of notes and owes non-trade debt of approximately $364,000,  which debt shall be
satisfied  at the  Closing by the  issuance of 728,000  shares of common  stock.
Pride  Automotive Group shall  additionallY  offer holders of said $1,700,000 of
overdue  notes the right to convert same to 3,400,000  shares of common stock on
or before the Closing. Pride Automotive Group is not engaged in any legal action
to recovery moneys due to it.

     3.13 Authority. The Board of Directors and Shareholders of Pride Automotive
Group have  authorized  the  execution of this  Agreement  and the  transactions
contemplated  herein, and Pride Automotive Group has full power and authority to
execute,  deliver and perform this  Agreement  and this  Agreement is the legal,
valid and binding  obligation  of Pride  Automotive  Group,  is  enforceable  in
accordance with its terms and conditions, except as may be limited by bankruptcy
and  insolvency  laws  and by other  laws  affecting  the  rights  of  creditors
generally.

     3.14 Ability to Carry Out  Obligations.  The execution and delivery of this
Agreement by Pride  Automotive  Group and the  performance  by Pride  Automotive
Group of its obligations hereunder will not cause, constitute,  or conflict with
or  result  in (a)  any  breach  or  violation  of any of the  provisions  of or
constitute  a  default  under  any  license,   indenture,   mortgage,   charter,
instrument, articles of incorporation, by-laws, or other agreement or instrument
to which Pride  Automotive  Group is a party,  or by which it may be bound,  nor
will any  consents or  authorizations  of any party  other than those  hereto be
required;  (b) an  event  that  would  permit  any  party  to any  agreement  or
instrument to terminate it or to accelerate the maturity of any  indebtedness or
other obligation of Pride Automotive Group; or (c) an event that would result in
the creation or imposition of any lien,  charge,  or encumbrance on any asset of
Pride Automotive Group.

     3.15  Validity  of Pride  Automotive  Group  Shares.  The  shares  of Pride
Automotive Group Common Stock to be delivered  pursuant to this Agreement,  when
issued  in  accordance  with  the  provisions  of this  Agreement,  will be duly
authorized, validly issued, fully paid and non-assessable.

     3.16 Full Disclosure.  None of the  representations  and warranties made by
Pride  Automotive  Group herein,  or in any exhibit,  certificate  or memorandum
furnished  or to be  furnished  by Pride  Automotive  Group,  or on its  behalf,
contains or will  contain any untrue  statement  of material  fact,  or omit any
material fact, the omission of which would be misleading.

     3.17 Assets. Pride Automotive Group has good and marketable title to all of
its  property  free and clear of any and all  liens,  claims  and  encumbrances,
except as disclosed in its financial statements.

                                        8

<PAGE>
     3.18 Material  Contracts.  Except as otherwise  disclosed in this agreement
and in its Report on From 10-KSB for the period ended  November 30, 1998,  Pride
Automotive Group has no material contracts to which it is a party or by which it
is bound.


                                    ARTICLE 4

                 Representations and Warranties of Shareholders

     4.1 Share Ownership.  Each  Shareholder  represents that he holds shares of
DME's common stock as set forth in Exhibit 2.2 hereof,  and that such shares are
owned of record and  beneficially by such  shareholder,  and such shares are not
subject to any lien,  encumbrance or pledge,  and are  restricted  securities as
defined in Rule 144 of the Securities Act of 1933.  Each  Shareholder  severally
represents  that he holds  authority  to  exchange  his shares  pursuant to this
Agreement.

     4.2 Investment Intent.  Each Shareholder  understands and acknowledges that
the shares of Exchange Stock are being offered for exchange in reliance upon the
exemption  provided in Section 4(2) of the Securities Act of 1933 for non-public
offerings;  and  each  Shareholder  makes  the  following   representations  and
warranties  with the  intent  that same may be relied  upon in  determining  the
suitability of each such shareholder as a purchaser of securities:

     (a) Each  such  Shareholder  acknowledges  that the  Exchange  Stock  being
acquired  solely for the account of such  Shareholder,  for investment  purposes
only,  and  not  with  a view  towards  or  for  sale  in  connection  with  any
distribution   thereof,  and  with  no  present  intention  of  distributing  or
re-selling any part of the Exchange Stock;

     (b) Each  Shareholder  agrees not to dispose of his Exchange  Stock, or any
portion thereof unless and until counsel for Pride  Automotive  Group shall have
determined that the intended disposition is permissible and does not violate the
Securities Act of 1933 or any applicable state securities laws, or the rules and
regulations thereunder;

     (c) Each Shareholder  acknowledges that Pride Automotive Group has made all
documentation  pertaining to all aspects of the herein transaction  available to
him and to his qualified representatives, if any, and has offered such person or
persons an  opportunity to discuss such  transaction  with the officers of Pride
Automotive Group;

     (d) Each  Shareholder  represents  that he has  relied  solely  upon  Pride
Automotive  Group's Report on Form 10-KSB for the period ended November 30, 1998
and independent  investigations made by such Shareholder or his representatives,
if any;


                                        9

<PAGE>
     (e) Each Shareholder represents that he is knowledgeable and experienced in
making and  evaluating  investments  of this  nature and  desires to acquire the
Exchange Stock on the terms and conditions herein set forth;

     (f) Each  Shareholder  represents that he is able to bear the economic risk
of an investment, as a result of the herein transaction, in the Exchange Stock;

     (g) Each  Shareholder  represents that he understands that an investment in
the Exchange Stock is not liquid,  and each  Shareholder  represents that he has
adequate means of providing for his current needs and personal contingencies and
has no need of liquidity in this investment; and

     (h) Each shareholder represents that he is an "accredited investor" as that
term is defined in Rule 501 of Regulation D,  promulgated  under the  Securities
Act of 1933.

     4.3  Indemnification.  Each  Shareholder  recognizes  that the offer of the
Exchange Stock to him is based upon the  representations  and warranties made by
such  Shareholder  set forth and contained  herein and each  Shareholder  hereby
agrees to  indemnify  and hold  harmless  Pride  Automotive  Group  against  all
liability, costs or expenses (including reasonable attorney's fees) arising as a
result of any misrepresentations made herein by such Shareholder.

     4.4 Legend.  Each Shareholder  agrees that the certificates  evidencing the
Exchange  Stock  acquired  pursuant to this  Agreement will have a legend placed
thereon stating that the securities  have not been  registered  under the Act or
any state  securities laws and setting forth or referring to the restrictions on
transferability and sale of such securities.


                                    ARTICLE 5

                                    Covenants

     5.1 Investigative Rights. From the date of this Agreement until the Closing
Date, Pride Automotive Group and DME shall provide to each other, and such other
party's counsels,  accountants,  auditors and other authorized  representatives,
full access during normal  business hours and upon  reasonable  advance  written
notice of each party's properties, books, contracts, commitments and records for
the purpose of examining the same. Each party shall furnish the other party with
all  information  concerning  each  party's  affairs  as  the  other  party  may
reasonably request.



                                       10

<PAGE>
     5.2 Conduct of Business.  Prior to the Closing,  Pride Automotive Group and
DME shall each  conduct its business in the normal  course,  and shall not sell,
pledge,  or assign any assets,  without the prior written  approval of the other
party  except in the regular  course of business or as part of the  transactions
contemplated  hereby.  Neither  Pride  Automotive  Group nor DME shall amend its
Articles of Incorporation or By-laws, declare dividends, redeem or sell stock or
other  securities,  incur  additional  or newly funded  liabilities,  acquire or
dispose of fixed assets,  change  employment  terms,  enter into any material or
long  term  contract,  guarantee  obligations  of any  third  party,  settle  or
discharge any balance sheet receivable for less than its stated amount, pay more
on any liability  than its stated  amount,  or enter into any other  transaction
other than in the regular course of business.

                                    ARTICLE 6

          Conditions Precedent to Pride Automotive Group's Performance

     6.1 Conditions.  Pride Automotive  Group's  obligations  hereunder shall be
subject to the satisfaction, at or before the Closing, of all the conditions set
forth in this  Article 6. Pride  Automotive  Group may waive any or all of these
conditions in whole or in part without prior notice; provided,  however, that no
such wavier of a condition shall  constitute a waiver by Pride  Automotive Group
of any other  condition or of any of Pride  Automotive  Group's  other rights or
remedies, at law or in equity, if DME or the Shareholders shall be in default of
any of their representations, warranties or covenants under this Agreement.

     6.2  Accuracy of  Representations.  Except as  otherwise  permitted by this
Agreement,  all  representations  and warranties by Shareholders and DME in this
Agreement  or in  any  written  statement  that  shall  be  delivered  to  Pride
Automotive  Group by DME under this Agreement  shall be true and accurate on and
as of the Closing Date as though made at that time.

     6.3 Performance. DME shall have performed, satisfied, and complied with all
covenants,  agreements and conditions required by this Agreement to be performed
or complied with by it, on or before the Closing Date.

     6.4 Absence of Litigation.  No action,  suit or proceeding before any court
or  any   governmental   body  or  authority,   pertaining  to  the  transaction
contemplated  by  this  Agreement  or  to  its  consummation,  shall  have  been
instituted or threatened against DME or Dash on or before the Closing Date.

     6.5 Acceptance by DME Shareholders. The holders of an aggregate of not less
than 100% of the issued and outstanding shares of common stock of DME shall have
agreed to exchange their shares for shares of the Exchange Stock.


                                       11

<PAGE>
     6.6 Officer's  Certificate.  DME shall have  delivered to Pride  Automotive
Group a  certificate,  dated the Closing  Date,  and signed by the President and
Secretary of DME,  certifying that each of the conditions  specified in Sections
6.2 through 6.5 hereof have been fulfilled.

     6.7 Opinion of Counsel to DME. DME shall have delivered to Pride Automotive
Group an opinion of its counsel, dated the Closing date, to the effect that:

     (a) DME is a  corporation  duly  organized,  validly  existing  and in good
standing  under the laws of the State of New Jersey and has the corporate  power
and is duly authorized,  qualified, franchised and licensed under all applicable
laws, regulations, ordinances and orders of public authorities to own all of its
properties  and assets and to carry on its business in all material  respects as
it is now being conducted,  including  qualification to do business as a foreign
corporation  in the states in which the  character  and  location  of the assets
owned  by  it  or  the  nature  of  the  business   transacted  by  it  requires
qualification;

     (b) To the best knowledge of such legal counsel, the execution and delivery
by DME of this Agreement and the consummation of the  transactions  contemplated
by this Agreement in accordance  with the terms hereof will not conflict with or
result  in the  breach  of  any  term  or  provision  of  DME's  certificate  of
incorporation  or  by-laws  or  constitute  a default or give rise to a right of
termination,   cancellation  or  acceleration   under  any  material   mortgage,
indenture,  deed of trust, license agreement or other obligation, or violate any
court order,  writ,  injunction or decree applicable to DME, or their properties
or assets;

     (c) The  authorized  capital  stock of DME is as set  forth on the  annexed
exhibit  2.2, a copy of which is  annexed  hereto  and made a part  hereof.  All
issued and  outstanding  shares are legally issued pursuant to an exemption from
registration  under  Federal  and State  securities  laws,  are  fully  paid and
non-assessable  and not  issued in  violation  of the  preemptive  rights of any
person. There are no other outstanding subscriptions, options, rights, warrants,
convertible  securities or other  agreements or  commitments  obligating  DME to
issue any additional shares of any class of its capital stock.

     (d) This  Agreement  has been duly and  validly  authorized,  executed  and
delivered and  constitutes  the legal and binding  obligation of DME,  except as
limited by bankruptcy and insolvency laws and by other laws affecting the rights
of creditors generally; and

     (e) To the best knowledge of such counsel,  there are no actions,  suits or
proceedings pending or threatened by or against DME or Dash, or affecting DME or
Dash or  their  properties,  at law or in  equity,  before  any  court  or other
governmental  agency or  instrumentality,  domestic  or  foreign,  or before any
arbitrator of any kind.


                                       12

<PAGE>
                                    ARTICLE 7

                             Conditions Precedent to
                       DME's and Shareholders' Performance

     7.1  Conditions.  DME's and  Shareholders'  obligations  hereunder shall be
subject to the satisfaction, at or before the Closing, of all the conditions set
forth in this  Article  7. DME and  Shareholders  may  waive any or all of these
conditions in whole or in part without prior notice; provided,  however, that no
such waiver of a condition shall  constitute a waiver by DME and Shareholders of
any other condition or of any of DME's and Shareholders' rights or remedies,  at
law or in equity,  if Pride  Automotive  Group shall be in default of any of its
representations, warranties or covenants under this Agreement.

     7.2  Accuracy of  Representations.  Except as  otherwise  permitted by this
Agreement,  all representations and warranties by Pride Automotive Group in this
Agreement  or in any  written  statement  that  shall  be  delivered  to DME and
Shareholders  by Pride  Automotive  Group under this Agreement shall be true and
accurate on and as of the Closing Date as though made at that time.

     7.3 Performance.  Pride  Automotive Group shall have performed,  satisfied,
and complied with all  covenants,  agreements  and  conditions  required by this
Agreement to be performed or complied with by it, on or before the Closing Date.

     7.4 Absence of Litigation.  No action,  suit or proceeding before any court
or  any   governmental   body  or  authority,   pertaining  to  the  transaction
contemplated  by  this  Agreement  or  to  its  consummation,  shall  have  been
instituted or threatened against Pride Automotive Group on or before the Closing
Date, except as disclosed herein.

     7.5 Current Status.  Pride  Automotive  Group shall have prepared and filed
with the Securities and Exchange Commission its Annual Report on Form 10-KSB for
the period ended November 30, 1998.

     7.6 Directors of Pride Automotive  Group.  Effective on the Closing,  Pride
Automotive Group shall cause persons nominated by DME to be elected to the Board
of  Directors.  All of the current  Officers and  Directors of Pride  Automotive
Group shall have submitted their resignations as Directors and Officers of Pride
Automotive Group effective on the Closing of this transaction.

     7.7 Officers of Pride  Automotive  Group.  Effective on the Closing,  Pride
Automotive  Group shall have elected new officers of Pride  Automotive  Group to
consist of the following persons:

                                       13

<PAGE>
                             President and Treasurer
                                    Secretary
                                 Vice-President

     7.8 Conversion of Debt. At the Closing,  Pride  Automotive Group shall have
debt to  noteholders  of not more than  $1,300,000,  with the  remainder of such
notes being converted to shares of common stock as set forth herein.

     7.9 Officers'  Certificate.  Pride Automotive Group shall have delivered to
DME and  Shareholders  a  certificate,  dated the Closing Date and signed by the
President  of Pride  Automotive  Group  certifying  that each of the  conditions
specified in Sections 7.2 through 7.8 have been fulfilled.

     7.10 Opinion of Counsel.  Pride  Automotive  Group shall have  delivered to
Stockholders  an opinion of its  counsel  dated the  Closing  Date to the effect
that:

     (a)  Pride  Automotive  Group  is a  corporation  duly  organized,  validly
existing and in good standing under the laws of the State of Delaware;

     (b) To the best  knowledge of Counsel,  the  authorized  capitalization  of
Pride Automotive Group consists of 10,000,000  shares of common stock, par value
$.001.  As of the date of this Agreement  there were 2,822,500  shares of common
stock issued and  outstanding  (exclusive of the shares to be issued pursuant to
this Agreement, to creditors and noteholders). All issued and outstanding shares
as  of  the  date  of  this  Agreement  are  legally  issued,   fully  paid  and
non-assessable  and not  issued in  violation  of the  preemptive  rights of any
person; and

     (d) This  Agreement  has been duly and  validly  authorized,  executed  and
delivered and constitutes the legal and binding  obligation of Pride  Automotive
Group,  except as limited by bankruptcy  and  insolvency  laws and by other laws
affecting the rights of creditors generally.


                                    ARTICLE 8

                                     Closing

     8.1 Closing.  The Closing of this transaction  shall be held at the offices
of Lampert,  Lampert & Ference,  Esqs., 135 West 50th Street, New York, New York
10020,  or such other place as shall be mutually  agreed upon, on April 25, 1999
or such other  date as shall be  mutually  agreed  upon by the  parties.  At the
Closing:


                                       14

<PAGE>
     (a) Shareholders  shall present the certificates  representing their shares
of DME being exchanged to Pride Automotive  Group, and such certificates will be
duly endorsed with signature guaranteed;

     (b) Shareholders  shall receive a certificate or certificates  representing
the number of shares of Pride Automotive Group Common Stock for which the shares
of DME common stock shall have been exchanged;

     (c) Pride  Automotive  Group shall  deliver an  officer's  certificate,  as
described   in  Section  7.9  hereof,   dated  the   Closing   Date,   that  all
representations,   warranties,  covenants  and  conditions  set  forth  in  this
Agreement  on behalf of Pride  Automotive  Group are true and  correct as of, or
have been fully performed and complied with by, the Closing Date;

     (d) Pride  Automotive  Group shall  deliver an opinion of its  counsel,  as
described in Section 7.10 hereof, dated the Closing Date;

     (e) Pride  Automotive  Group  shall  deliver a  resolution  of its Board of
Directors of Pride  Automotive Group approving this Agreement and each matter to
be approved by the Directors of Pride Automotive Group under this Agreement;

     (f) DME shall deliver an officer's certificate, as described in Section 6.6
hereof, dated the Closing Date, that all representations,  warranties, covenants
and conditions set forth in this Agreement on behalf of DME are true and correct
as of, or have been fully performed and complied with by, the Closing Date.

     (g) DME shall  deliver an opinion of its  counsel,  as described in Section
6.7 hereof, dated the Closing Date;

     (h) DME shall deliver  resolutions of its Board of Directors approving this
Agreement  and each  matter to be approved  by the  Directors  of DME under this
Agreement; and

     (i) Pride  Automotive  Group  shall  deliver  to Mason  Hill & Co.,  Inc. a
certificate  for 740,000  shares of Common Stock pursuant to Article 9.8 of this
Agreement.

                                    ARTICLE 9

                                  Miscellaneous

     9.1 Captions and Headings.  The Article and paragraph  headings  throughout
this Agreement are for  convenience  and reference  only, and shall in no way be
deemed  to  define,  limit,  or add to the  meaning  of any  provision  of  this
Agreement.

                                       15

<PAGE>
     9.2 No Oral Change.  This  Agreement  and any  provision  hereof may not be
waived,  changed,  modified or  discharged  orally,  but it can be changed by an
agreement  in  writing,  signed by the party  against  whom  enforcement  of any
waiver, change, modification or discharge is sought.

     9.3 Non-Waiver. Except as otherwise expressly provided herein, no waiver of
any covenant,  condition or provision of this Agreement  shall be deemed to have
been made unless  expressly in writing and signed by the party against whom such
waiver is charged; and (i) the failure of any party to insist in any one or more
cases upon the performance of any of the provisions,  covenants or conditions of
this Agreement or to exercise any option herein contained shall not be construed
as a waiver or relinquishment  for the future of any such provisions,  covenants
or conditions;  (ii) the acceptance of performance of anything  required by this
Agreement to be performed with knowledge of the breach of failure of a covenant,
condition  or  provision  hereof  shall not be deemed a waiver of such breach or
failure;  and (iii) no waiver by any party of one breach by another  party shall
be construed as a waiver with respect to any other or subsequent breach.

     9.4 Entire  Agreement.  This  Agreement  contains the entire  agreement and
understanding between the parties hereto and supersedes all prior agreements and
understandings.

     9.5 Choice of Law. This Agreement and its application  shall be governed by
the laws of the State of New York.

     9.6 Counterparts.  This Agreement may be executed  simultaneously in one or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same instrument.

     9.7 Notices. All notices,  requests, demands and other communications under
this  Agreement  shall be in writing and shall be deemed to have been duly given
on the date of service if served personally on the party to whom notice is to be
given,  or on the third day after  mailing if mailed to the party to whom notice
is to be given, by first class mail,  registered or certified,  postage prepaid,
and properly addressed as follows:

         To Pride Automotive Group, Inc.:

         Mr. Alan Lubinsky, President
         Pride Automotive Group, Inc.
         Pride House
         Watford Metro Centre, Tolpits Lane
         Watford Hertfordshire
         WD1 8SB England

                                       16

<PAGE>
         To Digital Mafia Enterprises, LLC:

         Mr. Darien Dash, President
         Digital Mafia Entertainment, LLC
         519 Palisades Avenue
         Englewood Cliffs, New Jersey 07632

     9.8 Brokers.  The parties hereto represent and agree that Mason Hill & Co.,
Inc. has acted as a broker and consultant with respect to the aforesaid exchange
for stock and that no  finder's  fee has been  paid or is  payable  by any party
hereto,  except that a fee of 740,000 shares of Pride Automotive  Group's Common
Stock is payable by Pride  Automotive  Group to Mason  Hill & Co.,  Inc.  at the
Closing.  Each of the parties hereto shall indemnify and hold the other harmless
against  any and all  claims,  losses,  liabilities  or  expenses  which  may be
asserted against it as a result of its dealings, arrangements or agreements with
any such broker or person.

     9.9 Binding  Effect.  This Agreement shall inure to and be binding upon the
heirs, executors,  personal  representatives,  successors and assigns of each of
the parties to this Agreement.

     9.10 Mutual Cooperation. The parties hereto shall cooperate with each other
to  achieve  the  purpose of this  Agreement  and shall  execute  such other and
further documents and take such other and further actions as may be necessary or
convenient to effect the transaction described herein.

     9.11  Announcements.  Pride  Automotive  Group  and DME  will  consult  and
cooperate with each other as to the timing and content of any  announcements  of
the  transactions  contemplated  hereby to the general  public or to  employees,
customers or suppliers.

     9.12 Expenses.  Each party will pay its own legal, accounting and any other
out-of-pocket  expenses reasonably incurred in connection with this transaction,
whether or not the transaction  contemplated hereby is consummated.  In no event
shall one party be liable for any of the expenses of the other party.

     9.13  Survival of  Representations  and  Warranties.  The  representations,
warranties,  covenants and agreements of the parties set forth in this Agreement
or in any instrument,  certificate, opinion or other writing provided for in it,
shall survive the Closing irrespective of any investigation made by or on behalf
of any party.



                                       17

<PAGE>
     9.14 Exhibits. As of the execution hereof, the parties hereto have provided
each other with the  Exhibits  provided  for  hereinabove,  including  any items
referenced  therein or required to be attached thereto.  Any material changes to
the Exhibits shall be immediately disclosed to the other party.

     WHEREFORE,  the above  agreement is hereby agreed to and accepted as of the
date first above written.


PRIDE AUTOMOTIVE GROUP, INC.


By:
Alan Lubinsky, President


DIGITAL MAFIA ENTERPRISES, LLC


By:
Darien Dash, President

(d:\pride\exchange.agt)

                                       18

<PAGE>
<TABLE>
<CAPTION>

<S>                                         <C>                        <C>
SHAREHOLDERS                                NUMBER OF DME              NUMBER OF PRIDE
                                            SHARES                     AUTOMOTIVE GROUP
</TABLE>



























                                       19