PLAN OF REORGANIZATION



                                by and between


                             GROUP 32 CORPORATION

                                      and

                             HIREL MARKETING, INC.









                             ______________, 1997


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                               TABLE OF CONTENTS

      ARTICLE I
      RECITALS, EXHIBITS, SCHEDULES, SUBSCRIBERS.............................1

      ARTICLE II
      TRANSFER OF ASSETS.....................................................1
            2.1   Transfer...................................................1
            2.2   Excluded Assets............................................2
            2.3   Assumption of Liabilities..................................2
            2.4   Issuance of Stock; Transfer of Stock by Transferor. .......2
            2.5   Qualification as Reorganization............................3

      ARTICLE III
      TRANSFEROR'S REPRESENTATIONS AND WARRANTIES............................3
            3.1   Organization...............................................3
            3.2   Stock Ownership............................................3
            3.3   Authority and Approval of Agreement........................4
            3.4   No Violations..............................................4
            3.5   Names and Addresses........................................4
            3.6   Financial Statements.......................................4
            3.7   Conduct Since Date of Financial Statements.................5
            3.8   Title to Assets............................................6
            3.9   Lease of Real Property.....................................6
            3.10  Contracts..................................................6
            3.11  Offers.....................................................7
            3.12  Officers, Employees, Agents, etc...........................7
            3.13  Labor Matters..............................................7
            3.14  Environmental Matters......................................7
            3.15  Obligations................................................7
            3.16  Books and Records..........................................7
            3.17  Taxes......................................................8
            3.18  Proceedings................................................8
            3.19  Other Liabilities..........................................8
            3.20  Consents...................................................8
            3.21  Judgments..................................................8
            3.22  Minute Books...............................................8
            3.23  Brokerage Fees.............................................9
            3.24  Compliance with Laws.......................................9
            3.25  ...........................................................9
            Improper Payments................................................9
            3.26  Full Disclosure............................................9
            3.40  No Advertising or Representations.........................10
            3.28  Investment Intent.........................................10
            3.29  Reliance on Representations...............................10

      ARTICLE IV
      ACQUIROR'S REPRESENTATIONS AND WARRANTIES.............................10


<PAGE>



            4.1   Organization..............................................10
                  ------------
            4.2   Stock Ownership...........................................11
                  ---------------
            4.3   Authority and Approval of Agreement.......................11
                  -----------------------------------
            4.4   No Violations.............................................11
                  -------------
            4.5   Consents..................................................11
                  --------
            4.6   Brokerage Fees............................................12
                  --------------
            4.7   Obligations...............................................12
                  -----------

      ARTICLE V
      INTERPRETATION AND SURVIVAL OF
            REPRESENTATIONS AND WARRANTIES..................................12
            5.1   Interpretation............................................12
            5.2   Reliance by Acquiror......................................12
            5.3   Survival..................................................12

      ARTICLE VI
      OBLIGATIONS PRIOR TO CLOSING..........................................12
            6.1   Conduct of Transferor Pending Closing.....................12
            6.2   Conduct of Acquiror Pending Closing.......................13
            6.3   Investigation.............................................13
            6.7   Cooperation...............................................13

      ARTICLE VII
      CONDITIONS PRECEDENT TO ACQUIROR'S OBLIGATIONS........................14
            7.1   Representations and Warranties of the Transferor..........14
            7.2   Performance of this Agreement.............................14
            7.3   Absence of Proceedings....................................14
            7.4   Consents..................................................14
            7.5   Good Standing Certificate.................................14
            7.6   Material Adverse Change...................................14
            7.7   Opinion of Counsel........................................15
            7.8   Failure of Conditions.....................................15
            7.9   Employment Agreement......................................15

      ARTICLE VII
      CONDITIONS PRECEDENT TO TRANSFEROR'S OBLIGATIONS......................15
            8.1   Representations and Warranties of Acquiror................15
            8.2   Performance of this Agreement.............................15
            8.3   Absence of Proceedings....................................15
            8.4   Deliveries at Closing.....................................16

      ARTICLE IX
      OBLIGATIONS AT CLOSING................................................16
            9.1   Obligations of Transferor to Acquiror at Closing..........16
            9.2   Acquiror's Obligations to Transferor at Closing...........16

      ARTICLE X
      TERMINATION AND REMEDIES..............................................17


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            10.1  Termination on Default....................................17
                  ----------------------
            10.2  Termination at Closing....................................17
                  ----------------------
            10.3  Specific Performance......................................17
                  --------------------

      ARTICLE XI
      INDEMNIFICATION.......................................................17
            11.1  Obligation to Indemnify...................................17
            11.2  Notices and Payments......................................18

      ARTICLE XII
      MISCELLANEOUS.........................................................18
            12.1  Notices...................................................18
            12.2  Entire Agreement..........................................19
            12.3  Binding Effect; Assignment................................19
            12.4  Amendment.................................................19
            12.5  No Waiver.................................................19
            12.6  Gender and Use of Singular and Plural.....................19
            12.7  Counterparts..............................................19
            12.8  Headings..................................................19
            12.9  Governing Law.............................................20
            12.10  Further Assurances.......................................20
            12.11  Arbitration..............................................20
            12.12  Litigation...............................................21
            12.14  Confidentiality..........................................21


                                   EXHIBITS

Exhibit     Description

A           Definitions
B           Notice
C           Employment Agreements

G           Form of Opinion of Corporation's Counsel




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                                   SCHEDULES

Schedule    Description

2.1         Shareholders and Shares Held
3.1         Articles of Incorporation, Bylaws and Fictitious Name Registrations
            of Corporation
3.2         List of Corporation's record shareholders and number of shares of
            common stock owned by each
3.5         Names and addresses of the Corporation and each predecessor to the
            business
3.6         Corporation financial statements
3.7         Conduct since date of balance sheet
3.10        List of contracts and copy of each contract
3.12        List of all officers, directors, contractors and agents of the
            Corporation and compensation and all vacation and other benefits
3.17        Tax returns of the past three years
3.24        Brokerage Fees
3.26        Copies of Securities Filings
4.2         Certificate of Designations, Rights and Preferences for the
            FJ Preferred Stock
8.2         Shareholders of Corporation entering into "Lock-Up" Agreements


<PAGE>



                            PLAN OF REORGANIZATION

      THIS PLAN OF REORGANIZATION  (the "Agreement") is made and entered into as
of the ____ day of  ________,  1997,  by and between  HIREL  MARKETING,  INC., a
Florida corporation ("Acquiror") and GROUP 32 CORPORATION, a Florida corporation
("Transferor").

                             W I T N E S S E T H:

      WHEREAS,  the  respective  Boards of Directors of Acquiror and  Transferor
have determined  that,  subject to the terms,  conditions,  representations  and
warranties set forth herein, the transaction contemplated herein will facilitate
the  obtaining of  necessary  financing  and will serve the general  welfare and
advantage of their respective businesses;

      WHEREAS,  subject  to the  terms and  conditions  hereinafter  set  forth,
Acquiror  desires to acquire from Transferor and Transferor  desires to transfer
to Acquiror, all the Acquired Assets (as hereinafter defined),  which constitute
substantially  all of the assets of Transferor,  in exchange for the issuance of
the Stock (as hereinafter defined).; and

      WHEREAS,  the above  described  merger  is  intended  to  comply  with the
requirements of Section  368(a)(1)(C)  of the Internal  Revenue Code of 1986, as
amended, the Code Sections related thereto, the Treasury Regulations promulgated
thereunder and the interpretive rulings issued pursuant thereto.

      NOW,  THEREFORE,  in consideration of the premises,  as well as the mutual
covenants  hereinafter set forth,  the parties  hereto,  intending to be legally
bound, hereby agree as follows:


                                   ARTICLE I
                  RECITALS, EXHIBITS, SCHEDULES, SUBSCRIBERS

      The  foregoing  recitals  are  true and  correct  and,  together  with the
schedules and exhibits  referred to hereinafter,  are hereby  incorporated  into
this  Agreement  by  this  reference.  Capitalized  words  used  herein  and not
otherwise  defined  in the text  hereof  shall  have the  meanings  set forth in
Exhibit A hereof.


                                  ARTICLE II
                              TRANSFER OF ASSETS

      2.1  Transfer.  In  exchange  for  the  issuance  of the  Stock,  and  the
assumption of the Assumed  Liabilities,  and subject to the terms and conditions
hereof,  at Closing,  the  Transferor  shall  contribute,  transfer,  convey and
deliver  to  Acquiror,   all  the  Acquired  Assets,   free  and  clear  of  all
Encumbrances,  other than the Assumed  Liabilities.  The term "Acquired  Assets"
shall mean all Assets

                                      1

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that are  owned  by the  Transferor  or used in  connection  with the  Business,
including but not limited to the Assets  identified  in Schedule 2.1,  excluding
only the Excluded Assets. Without limiting the generality of the foregoing,  the
Acquired  Assets shall include,  but are not limited to, the following:  (a) all
software  copyrights and source code; (b) Equipment  identified on Schedule 2.1;
(c) the Business as a going  concern,  including all Inventory on hand (wherever
located);   (d)  all  Contracts  with  the   Transferor's   customers,   agents,
contractors,  and employees;  (e) all Leases of Equipment identified on Schedule
2.1; (f) all  Transferor's  cash on hand or in bank  accounts;  (g) all Accounts
Receivable of the  Transferor or arising from the Business;  (h) all prepaid and
deferred items of Transferor  including,  but not limited to,  prepaid  rentals,
insurance,  unbilled  charges,  and  deposits  relating  to  the  operations  of
Transferor;  (i) all general  business  records of Transferor;  (j) the Lease of
Real  Property  consisting  of the  premises  located at  _____________________,
Florida  ("Premises")  as described in Schedule 2.1; and (k) all of Transferor's
Intangibles identified in Schedule 2.1.

      2.2   Excluded Assets.  The Acquired Assets exclude, and the Acquiror
shall not purchase, the Assets of the Transferor identified on Schedule 2.2
hereof.

      2.3  Assumption  of  Liabilities.  At Closing,  Acquiror  shall assume the
Transferor's Obligations only to the extent expressly identified on Schedule 2.3
hereof as being  assumed  by  Acquiror  hereunder  (collectively,  the  "Assumed
Liabilities").  Acquiror  does not and will not  assume,  nor shall  Acquiror be
responsible for, any other Obligations of the Transferor, nor, as to any Assumed
Liability,  shall Acquiror be deemed to have any Obligation  for, to cure, or to
otherwise  remedy,  any breach,  default or  nonpayment of any Contract or Lease
arising as a result of events occurring prior to the date hereof, or as to which
any  representation  or  warranty  made  pursuant to this  Agreement  is untrue,
inaccurate or misleading in any respect.

      2.4   Issuance of Stock; Transfer of Stock by Transferor.

            (a) In exchange for the transfer of the Acquired Assets to Acquiror,
at   Closing,   Acquiror   shall  issue  to  the   Transferor   ________________
(___________)  shares of Common Stock  ("Stock") of Acquiror.  All shares of the
Stock shall be subject to the  lock-up  provisions  of Section  2.6 hereof.  The
certificates evidencing the Stock shall bear the following legends:

                  The shares of common stock represented by this certificate are
            subject  to  a  lock-up   agreement   between  the  holder  of  this
            certificate  and the Company  which  restricts  the  transfer of the
            common stock represented by this certificate.  The lock-up agreement
            is incorporated herein by reference.  A copy of the lockup agreement
            is available for inspection at the principal executive office of the
            Company.

                  These shares have not been registered under the Securities Act
            of 1933 or under any  applicable  state law. They may not be offered
            for sale,

                                      2

<PAGE>



            sold,  transferred  or pledged  without (1)  registration  under the
            Securities  Act of 1933  and any  applicable  state  law,  or (2) an
            opinion  of  counsel   (satisfactory   to  the  Company)  that  such
            registration is not required.

            (b)  Transferor  hereby  represents to Acquiror that the  Transferor
intends,  at some point  following the Closing,  to distribute  the Stock to its
Shareholders.   Notwithstanding  anything  contained  herein  to  the  contrary,
Acquiror  shall not have any  obligation  to the  Transferor  Shareholders  with
respect  to the  manner  or  timing  of  distributions  of  the  Stock  to  such
shareholders.  The Transferor  Shareholders  and the Group B Shareholders  shall
enter into the Joinder attached hereto agreeing to be bound by the provisions of
Sections ___________ of this Agreement.

      2.5 Qualification as Reorganization.  The parties hereto hereby agree that
this transaction is intended to qualify as a  reorganization  within the meaning
of Section  368(a)(1)(A)  of the Internal  Revenue Code of 1986,  as amended ("A
Reorganization").   Each  of  the  parties  agrees  that  it  shall  report  the
transaction as an A Reorganization on its respective  federal income tax return,
and  shall  cooperate  to  the  extent  reasonably  necessary  to  complete  all
information reporting necessary in connection therewith.


                                  ARTICLE III

                  TRANSFEROR'S REPRESENTATIONS AND WARRANTIES

      Transferor  hereby makes the following  representations  and warranties to
Acquiror, each of which Transferor represents to be true and correct on the date
hereof and (except as Transferor may notify the President of Acquiror in writing
prior to the  Closing)  shall be deemed  made again as of the  Closing  Date and
represented by Transferor to be true and correct on the Closing Date.

      3.1  Organization.  Transferor is a corporation  duly  organized,  validly
existing and in good standing  under the Laws of the State of Florida and is not
required  to be  qualified  or licensed  as a foreign  corporation  in any other
jurisdiction.  Transferor has the full power and authority to own all its Assets
and to conduct  the  business in which it will  engage  upon  completion  of the
transaction  contemplated  herein.  Transferor  does not have any  subsidiary or
equity  interest in any Person.  Accurate,  current and  complete  copies of the
Articles of Incorporation and Bylaws of Transferor,  and, if any, all fictitious
name registrations of Transferor are attached hereto as Schedule 3.1.

      3.2 Stock Ownership.  The authorized capital stock of Transferor  consists
of_________________  shares of Common Stock,  _________________  shares of which
are issued and  outstanding.  An accurate and complete list of all  Transferor's
record  shareholders  and the number of shares of Common  Stock owned by each is
attached as part of Schedule 3.2.  Transferor has provided  Acquiror with a copy
of its stock transfer records ("Stock  Records").  The Stock Records  completely
and accurately reflect the issuance of Transferor's  capital stock from the date
of its incorporation through the date as of which this representation is made.

                                      3

<PAGE>



      All the issued and  outstanding  shares of capital stock of Transferor are
duly authorized,  validly issued,  fully paid and  nonassessable,  and all Taxes
related to the issuance or transfer of such shares have been timely paid.

      There are no Stock Issuance Agreements (other than subscription agreements
accepted in the Private  Offering) to which Transferor is a party or by which it
may be bound. There have been no violations of the preemptive rights, if any, of
any shareholders of Transferor.  No shares of capital stock are held in treasury
by  Transferor.  Transferor  has  never  been  a  party  to any  Stock  Issuance
Agreements.

      3.3   Authority and Approval of Agreement.

            (a) The execution and delivery of this  Agreement by Transferor  and
the  performance  of all  Transferor's  obligations  hereunder  have  been  duly
authorized  and  approved  by all  requisite  corporate  action  on the  part of
Transferor pursuant to applicable Law. Transferor has the power and authority to
execute and deliver this Agreement and to perform all its obligations hereunder.

            (b) This Agreement and each of the other documents,  instruments and
agreements  executed by Transferor in connection  herewith  constitute the valid
and legally binding agreements of Transferor,  enforceable against Transferor in
accordance  with its terms,  except that: (i)  enforceability  may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of
general  application  affecting  the  enforcement  of the rights and remedies of
creditors;  and (ii) the  availability  of equitable  remedies may be limited by
equitable principles.

      3.4 No Violations. Neither the execution, delivery nor performance of this
Agreement  or  any  other  documents,  instruments  or  agreements  executed  by
Transferor in connection  herewith,  nor the  consummation  of the  transactions
contemplated  hereby:  (i)  constitutes  a violation of or default under (either
immediately, upon notice or upon lapse of time) the Articles of Incorporation or
Bylaws of Transferor,  any provision of any Contract to which  Transferor or its
Assets may be bound,  any  Judgment or any Law; or (ii) will or could  result in
the creation or imposition of any Encumbrance  upon, or give to any third person
any  interest  in or right  to,  the  Exchanged  Corporation  Stock or any other
capital stock of Transferor or any of the Assets of Transferor; or (iii) will or
could result in the loss or adverse  modification  of, or the  imposition of any
fine or penalty  with respect to, any  license,  permit or franchise  granted or
issued to, or otherwise held by or for the use of, Transferor.

      3.5 Names and  Addresses.  The names under  which,  and the  addresses  at
which,  Transferor  and each  predecessor  to  Transferor  has done business are
accurately stated on Schedule 3.5 hereto.

      3.6   Financial Statements. Attached hereto as Schedule 3.6 are financial
statements of Transferor ("Financial Statements"), including audited balance
sheets and statements of operations

                                      4

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for the  fiscal  years  ended  June  30,  1996  ("Audited  Statements"),  and an
unaudited balance sheet and year-to-date statements of operations as of December
31, 1996 ("Unaudited  Statements").  The Financial  Statements are true, correct
and complete,  were prepared in accordance  with generally  accepted  accounting
principles consistently applied throughout the periods indicated, and accurately
reflect  Transferor's  financial  condition  and  the  results  of  Transferor's
operations  for the  periods  and as of the dates  which they  purport to cover.
Transferor does not have any Obligation  except for those  Obligations set forth
on the face of the Unaudited Statements.

      3.7   Conduct Since Date of Financial Statements. Except as disclosed in
Schedule 3.7 hereto, none of the following have occurred since the date of the
Unaudited Statements:

            (a) Any material adverse change in the financial condition,  Assets,
Obligations, capitalization, business or operations of Transferor, nor are there
any  circumstances  known to  Transferor  which might result in such a change or
such an effect.

            (b) Any  damage,  destruction  or loss,  whether  or not  covered by
insurance, adversely affecting the Assets or Business of Transferor.

            (c)  Any  disposition,   lease  or  Encumbrance  of  the  Assets  of
Transferor,  or increase of indebtedness  of or guaranteed by Transferor,  other
than  in the  ordinary  course  of  business  consistent  with  past  practices;
provided, however, that no such disposition, lease or Encumbrance, regardless of
the  consideration  therefor,  has been made between  Transferor  and any of its
shareholders,  directors,  officers, agents,  contractors,  or employees (or any
member of their respective families);

            (d) Any settlement of any dispute  involving a payment by Transferor
of an amount in excess of Five Thousand  Dollars  ($5,000);  provided,  however,
that no such  settlement,  regardless  of the  payment  involved,  has been made
between  Transferor,   and  any  shareholders,   directors,   officers,  agents,
contractors, or employees (or any member of their respective families);

            (e) Any grant of an increase in compensation or any authorization or
payment of any bonus or other extraordinary benefit or the making of any advance
(excluding advances for ordinary and necessary business expenses) or loan to any
of Transferor's employees or any increase in, or any addition to, other benefits
to which any of Transferor's  employees may be entitled,  except in the ordinary
course of business consistent with past practices;

            (f) Any  transaction  entered into by  Transferor  other than in the
ordinary course of business consistent with past practices;

            (g)  Any  merger  or   consolidation   involving   Transferor,   the
acquisition by Transferor of any stock,  business or assets of any other Person,
the issuance of any membership interests or other equity interests by Transferor
or the entry into any Stock Issuance Agreements by Transferor;

                                      5

<PAGE>



            (h) Any notice  received by  Transferor  of any actual or threatened
labor dispute or any event or condition of any character which has had or can be
reasonably  expected  to have a  material  adverse  effect on the  Assets or the
operations or prospects of Transferor;

            (i)   Any cancellation by Transferor, without payment in full, of
any Obligation to Transferor;

            (j)  Any  Obligation  incurred  by  Transferor,  except  Obligations
incurred,  or under  Contracts  entered into, in the ordinary course of business
consistent with past practices;

            (k)   Any payment, discharge or satisfaction of any Obligation,
other than the payment, discharge or satisfaction in the ordinary course of
business;

            (l) Any  commitments  or agreements  entered into by Transferor  for
capital  expenditures or capital  additions  exceeding,  in the aggregate,  Five
Thousand Dollars ($5,000);

            (m) Any amendment or termination of any Contract, commitment or plan
to which  Transferor is a party or by which it is bound,  except in the ordinary
course of business;

            (n) Any  repeated,  recurring  or prolonged  shortage,  cessation or
interruption  of supplies or utility or other  services  required to conduct the
business and operations of Transferor;

            (o)   Any dividend or distribution of cash or other property by
Transferor to its shareholders or any redemption by Transferor of Transferor
Shareholders; or

            (p) Any Contract binding Transferor to do or take any of the actions
referred to in this Section 3.6.

      3.8 Title to Assets. Transferor is the sole owner of all Assets identified
on  the  Balance  Sheet,  all  of  which  Assets  are  free  and  clear  of  all
Encumbrances. No Person has any right, claim or interest in or to any Assets now
owned  or that  may be  acquired  by  Transferor,  except  the  interest  of the
shareholders of Transferor arising from the ownership of their shares.

      3.9 Lease of Real  Property.  Transferor  does not own and has never owned
any Real Property.  Schedule 3.9 hereto is an accurate,  complete,  current, and
complete list of each lease or sublease of Real Property to which  Transferor is
a party  or by  which  Transferor  may be bound  and a  description  of the Real
Property leased thereunder.  With respect to each lease or sublease described on
Schedule  3.9  hereto:  (i)Transferor  has been in  peaceful  possession  of the
property  leased  thereunder  and neither  Transferor  nor the  landlord (to the
knowledge of Transferor) is in default thereunder; (ii) no waiver, indulgence or
postponement of any of the Obligations thereunder has been granted by the lessee
or lessor thereunder; and (iii) there exists no event, occurrence, condition, or
act known to Transferor  which upon notice or lapse of time would be or become a
default thereunder. Transferor has not violated or breached any provision of any
such lease or sublease, and all

                                      6

<PAGE>



Obligations  required  to be  performed  by  Transferor  under any such lease or
sublease have been fully and properly performed. Except as set forth on Schedule
3.9  hereto,  no  Consent  of any  Person is  required  under any such  lease or
sublease  in order  for such  lease or  sublease  to  continue  to be valid  and
subsisting  and  entitle  Transferor  to remain in  possession  of the  premises
demised  thereunder after the  consummation of the transactions  contemplated by
this Agreement.

      3.10 Contracts.  Schedule 3.10 hereto is an accurate, current and complete
list and  description  of each  Contract  (other than this  Agreement)  to which
Transferor is a party or by which  Transferor or any of its Assets are bound. An
accurate,  current and complete copy of each Contract described on Schedule 3.10
hereto has been furnished to Acquiror.

      3.11  Offers.   There  are  no  outstanding  offers,  bids,  proposals  or
quotations made by Transferor  which, if accepted,  would create a Contract with
Transferor.

      3.12 Officers,  Employees, Agents, etc. Set forth on Schedule 3.12 annexed
hereto  is a  complete  list of all  officers  (with  office  held),  directors,
contractors and agents of Transferor,  and the compensation and all vacation and
other  benefits  they are  entitled to receive from  Transferor.  Other than the
above described officers, Transferor has no employees.

      3.13 Labor  Matters.  Transferor is not and has never been a party to: (i)
any profit sharing,  pension,  retirement,  deferred compensation,  bonus, stock
option, stock purchase, retainer,  consulting, health, welfare or incentive plan
or agreement or other Employee Benefit Plan,  whether legally binding or not; or
(ii) any plan providing for "fringe benefits" to its employees,  including,  but
not limited to, vacation,  disability, sick leave, medical,  hospitalization and
life insurance and other  insurance  plans,  or related  benefits;  or (iii) any
employment  agreement.  No former  employee of Transferor  has any claim against
Transferor  (whether  under  federal or state law, any  employment  agreement or
otherwise)  on account of or for: (i) overtime pay; (ii) wages or salary for any
period; (iii) vacation, time off or pay in lieu of vacation or time off; or (iv)
any violation of any statute,  ordinance or regulation relating to minimum wages
or maximum  hours of work.  No person or party  (including,  but not limited to,
governmental  agencies  of any kind)  has any  claim or basis for any  action or
proceeding  against  Transferor  arising  out  of  any  statute,   ordinance  or
regulation  relating to discrimination in employment or to employment  practices
or occupational safety and health standards.

      3.14  Environmental  Matters.  Transferor  has not generated any hazardous
wastes  or  engaged  in  activities  which  are or  could be  interpreted  to be
potential  violations of Laws or judicial  decrees in any manner  regulating the
generation  or disposal  of  hazardous  waste.  There are no on-site or off-site
locations where Transferor has stored,  disposed or arranged for the disposal of
chemicals,  pollutants,  contaminants,  wastes,  toxic substances,  petroleum or
petroleum  products;  there are no underground storage tanks located on property
owned or leased by  Transferor,  and no  polychlorinated  biphenyls  are used or
stored at any property owned or leased by Transferor.


                                      7

<PAGE>



      3.15  Obligations.  Transferor  has no  Obligation  to any Person,  except
pursuant to this  Agreement  and the other  Contracts  executed by Transferor in
connection  with this  transaction  as  contemplated  herein.  Transferor is not
directly or indirectly  liable,  by guaranty or otherwise,  upon or with respect
to, or obligated to guaranty or assume, any Obligation of any Person.

      3.16 Books and Records.  Transferor's  books and records are and have been
properly  prepared and  maintained in form and substance  adequate for preparing
audited financial  statements in accordance with generally  accepted  accounting
principles,  and fairly  and  accurately  reflect  all of  Transferor's  Assets,
Obligations and accruals,  and all transactions (normally reflected in books and
records in accordance with generally  accepted  accounting  principles) to which
Transferor is or was a party or by which  Transferor or any of its Assets are or
were affected.

      3.17 Taxes.  All Taxes due, owing and payable,  or which may be due, owing
and payable, by Transferor have been fully paid. The amounts set up as provision
for Taxes on the Balance Sheet are sufficient for the payment of all accrued and
unpaid  Taxes of  Transferor,  whether  or not  disputed.  The  amount set up as
provision  for Taxes on  Transferor's  books and records for the current  fiscal
year through the Closing Date shall be sufficient for the payment of all accrued
and unpaid Taxes of  Transferor,  whether or not disputed,  for such period.  No
claim for any Tax due from or assessed against  Transferor is being contested by
Transferor. None of Transferor's Tax returns or reports have been audited by the
Internal Revenue Service or any state or local Tax authority, and Transferor has
not  received any notice of  deficiency  or other  adjustment  from the Internal
Revenue  Service or any state or local Tax  authority.  There are no agreements,
waivers,  or other  arrangements  providing an extension of time with respect to
the assessment of any Tax against Transferor,  nor are there any Tax Proceedings
now pending or threatened  against  Transferor.  No state of facts exists or has
existed,  nor has any event  occurred,  which would  constitute  grounds for the
assessment of any further Tax against Transferor. Transferor has never consented
to the  application of Section  341(f) of the Internal  Revenue Code of 1986, as
amended.

      3.18  Proceedings.  Transferor  is not a party  to,  the  subject  of,  or
threatened with any Proceeding nor, to the best of  Transferor's  knowledge,  is
there  any  basis  for  any  Proceeding.  Transferor  is not  contemplating  the
institution of any Proceeding.

      3.19 Other  Liabilities.  No claim of breach of  contract,  tort,  product
liability  or  other  claim  (whether  arising  from   Transferor's   businesses
operations  or  otherwise),  contingent  or  otherwise,  has  been  asserted  or
threatened  against  Transferor nor, to the best of Transferor's  knowledge,  is
capable of being  asserted by any employee,  creditor,  claimant or other Person
against Transferor.  No state of facts exists or has existed,  nor has any event
occurred,  which  could  give  rise to the  assertion  of any such  claim by any
Person.

      3.20 Consents.  The execution,  delivery and  performance by Transferor of
this  Agreement  and  the   consummation  by  Transferor  of  the   transactions
contemplated  hereby do not require any Consent that has not been received prior
to the date hereof.


                                      8

<PAGE>



      3.21 Judgments.  There is no outstanding  Judgment  against  Transferor or
against or  affecting  any of its  Assets,  business or  prospects.  There is no
health or safety problem involving or affecting  Transferor or its Assets. There
are no open workmen's compensation claims against Transferor,  or any contingent
liability of Transferor,  or any other  Obligation,  fact or circumstance  which
would give rise to any right of  indemnification  on the part of any  current or
former shareholder, partner, director, officer, employee or agent of Transferor,
or any  heir or  personal  representative  thereof,  against  Transferor  or any
successor to the businesses of Transferor.

      3.22 Minute  Books.  Transferor's  minute book  contains true and complete
minutes  and  records of all  meetings,  proceedings,  and other  actions of its
stockholders and directors from the date of its organization to the date hereof.
The stock  certificate  books and stock transfer  ledgers of Transferor are true
and  complete,  and all of the  signatures  which  purport to be  signatures  of
Transferor's officers which appear on certificates  representing shares of stock
of Transferor  (including all  certificates  which are now  outstanding  and all
certificates which have heretofore been cancelled) are the true signatures which
they purport to be and were actually affixed to the respective  documents by the
persons  whose  names they  represent.  All stamp and other  taxes  levied on or
relating to the original  issuance or transfer of shares of Transferor have been
duly affixed and cancelled.

      3.23 Brokerage  Fees.  Except as set forth on Schedule  3.24,  there is no
Person  acting on behalf of  Transferor  who is entitled to or has any claim for
any brokerage or finder's fee or commission in connection  with the execution of
this Agreement or the consummation of the transactions contemplated hereby.

      3.24  Compliance  with  Laws.  Transferor  and  its  business  are in full
compliance with all Laws including, but not limited to, the Securities Laws.

      3.25  Improper  Payments.  Neither  Transferor,  nor any of its current or
former shareholders,  partners, directors, officers, or employees or agents, nor
any Person acting on behalf of Transferor, has directly or indirectly,  made any
bribe,  kickback or other  payment of a similar or  comparable  nature,  whether
lawful or not, to any person, public or private,  regardless of form, whether in
money,  property or services, to obtain favorable treatment for business secured
or special concessions  already obtained.  No funds or Assets of Transferor were
donated,  loaned or made available directly or indirectly for the benefit of, or
for the  purpose of  supporting  or  opposing,  any  government  or  subdivision
thereof,  political party,  candidate or committee,  either domestic or foreign.
Transferor has not maintained and does not maintain a bank account, or any other
account of any kind,  whether  domestic or foreign,  which account was not or is
not reflected in Transferor's  corporate books and records, or which account was
not listed, titled or identified in the name of Transferor.

      3.26 Full  Disclosure.  All the  representations  and  warranties  made by
Transferor  herein or in any Schedule,  and all of the statements,  documents or
other  information  pertaining to the  transaction  contemplated  herein made or
given by Transferor,  its agents or  representatives  are complete and accurate,
and do not omit any information required to make the statements and

                                      9

<PAGE>



information provided, in light of the transaction contemplated herein,
non-misleading, accurate and meaningful.

      3.27  Suitability.

            (a)  Sophistication.  The Transferor  hereby represents and warrants
that it and its  shareholders  are capable of evaluating the merits and risks of
the Stock, because they are sophisticated  investors by virtue of their numerous
prior  investments and have  experience in investments  similar in nature to the
Stock, including investments in unlisted and unregistered  securities,  and have
knowledge and experience in financial and business matters in general.

            (b) Direct Negotiations. The Transferor hereby acknowledges that the
terms and  conditions  of the  transfer  of the Stock  were  determined  through
substantial  negotiations  between the Transferor and its  shareholders  and the
Acquiror,  and their respective officers,  in the course of which the Transferor
and its  shareholders  exercised  sufficient  economic  leverage  to assert  and
protect their respective interests.

      3.40 No Advertising or Representations.  The Transferor and Allbright each
hereby  represent  and warrant that they are not acquiring the Stock as a result
of any advertisement,  article,  notice or other communication  published in any
newspaper,  magazine  or similar  media,  any seminar or any  solicitation  by a
person not previously known to the Transferor or the Transferor's  Shareholders.
The Transferor and the Transferor's Shareholders each acknowledge and agree that
no  representations  or warranties have been made to them by the Acquiror or the
Parent, or any agent,  employee or affiliate of the Acquiror or the Parent as to
the  Acquiror  or  the  Parent,  the  Stock  or its or  their  future  financial
performance,  and in acquiring the Stock,  the Transferor  and the  Transferor's
Shareholders  are not relying upon any  representation  or warranty  that is not
contained in the Acquiror Disclosure Documents.

      3.28 Investment Intent. The Transferor  represents and warrants that it is
acquiring the Stock solely for its own account for investment  purposes only and
not for  distribution  or resale to others,  other than to its  shareholders  in
accordance  with the terms of this  Agreement.  Neither the  Transferor  nor its
shareholders  shall  resell  or offer to  resell  the  Stock  except  in  strict
accordance with the applicable  terms of the lock-up  provisions of Section 2.6,
and in compliance with all applicable Securities Laws.

      3.29 Reliance on  Representations.  The  Transferor  understands  that the
Acquiror and its  shareholders,  officers and  directors  will be relying on the
accuracy and  completeness of all matters set forth in this Article III, and the
Transferor   represents   and  warrants  to  the  Acquiror  and  its  respective
shareholders, officers and directors that:

            (a) The information,  representations,  warranties,  acknowledgments
and all other matters set forth herein are complete, true and correct and may be
relied upon by them in determining

                                      10

<PAGE>



whether the sale of the Stock to the Transferor is exempt from registration
under the Securities Laws; and

            (b) The Transferor will notify Acquiror immediately of any change in
any  statement  made herein that occurs  prior to the closing of the purchase of
the Stock.


                                  ARTICLE IV

                   ACQUIROR'S REPRESENTATIONS AND WARRANTIES

      Acquiror  hereby makes the  following  representations  and  warranties to
Transferor, each of which Acquiror represents to be true and correct on the date
hereof and (except as Acquiror  may notify  Transferor  in writing  prior to the
Closing)  shall be deemed made again as of the Closing Date and  represented  by
Acquiror to be true and correct on the Closing Date.

      4.1  Organization.  Acquiror  is a  corporation  duly  organized,  validly
existing and in good standing  under the Laws of the State of Florida and is not
required  to be  qualified  or licensed  as a foreign  corporation  in any other
jurisdiction.  Acquiror  has the full power and  authority to own all its Assets
and to conduct its business as and where its  business is  presently  conducted.
Acquiror does not have any subsidiary or equity interest in any Person.

      4.2 Stock Ownership.  The authorized capital stock of Acquiror consists of
______________   Million   (___,000,000)   shares  of  Acquiror   Common  Stock,
___________________  (__________)  of which will be outstanding at Closing.  All
the issued and outstanding capital stock of Acquiror is duly authorized, validly
issued,  fully paid and nonassessable,  and all Taxes related to the issuance or
transfer  of such  shares have been  timely  paid.  There are no Stock  Issuance
Agreements to which Acquiror is a party or by which any may be bound. There have
been no violations of the  preemptive  rights,  if any, of any  shareholders  of
Acquiror. No shares of capital stock are held in treasury by Acquiror.

      4.3   Authority and Approval of Agreement.

            (a) The execution and delivery of this Agreement by Acquiror and the
performance of all Acquiror's  obligations  hereunder have been duly  authorized
and approved by all requisite  corporate action on the part of Acquiror pursuant
to applicable  Law.  Acquiror has the power and authority to execute and deliver
this Agreement and to perform all its obligations hereunder.

            (b) This Agreement and each of the other documents,  instruments and
agreements  executed by Acquiror in connection herewith constitute the valid and
legally  binding  agreements  of  Transferor,  enforceable  against  Acquiror in
accordance with their terms,  except that: (i)  enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or

                                      11

<PAGE>



similar laws of general application  affecting the enforcement of the rights and
remedies of creditors;  and (ii) the  availability of equitable  remedies may be
limited by equitable principles.

      4.4 No Violations. Neither the execution, delivery nor performance of this
Agreement or any other documents, instruments or agreements executed by Acquiror
executed  in  connection  herewith,  nor the  consummation  of the  transactions
contemplated  hereby:  (i)  constitutes  a violation of or default under (either
immediately, upon notice or upon lapse of time) the Articles of Incorporation or
Bylaws of  Acquiror,  any  provision  of any  Contract to which  Acquiror or its
Assets  may be  bound,  any  Judgment  to  which  Acquiror  is  bound or any Law
applicable  to  Acquiror;  or (ii) result in the creation or  imposition  of any
Encumbrance  upon,  or give to any third person any interest in or right to, any
other  capital  stock of  Acquiror  or any of the Assets of  Acquiror;  or (iii)
result in the loss or adverse  modification of, or the imposition of any fine or
penalty with respect to, any license,  permit or franchise granted or issued to,
or otherwise held by or for the use of, Acquiror.

      4.5 Consents. The execution,  delivery and performance by Acquiror of this
Agreement  and the  consummation  by Acquiror of the  transactions  contemplated
hereby do not require any Consent that has not been  received  prior to the date
hereof.

      4.6 Brokerage Fees. There is no Person acting on behalf of Acquiror who is
entitled to or has any claim for any  brokerage or finder's fee or commission in
connection  with the  execution  of this  Agreement or the  consummation  of the
transactions contemplated hereby.

      4.7  Obligations.  Acquiror has no obligation  existing on the date hereof
for  which  Transferor  could  be held  liable  after  the  consummation  of the
transactions contemplated hereby.

                                   ARTICLE V

                        INTERPRETATION AND SURVIVAL OF
                        REPRESENTATIONS AND WARRANTIES

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

      5.2  Reliance  by  Acquiror.  Notwithstanding  the  right of  Acquiror  to
investigate  Transferor,  its  business  and  Assets,  and  notwithstanding  any
knowledge  of facts  determined  or  determinable  by them as a  result  of such
investigation or right of  investigation,  Acquiror has the unqualified right to
rely  upon  the  representations  and  warranties  made  by  Transferor  in this
Agreement  and in the Schedules  attached  hereto or pursuant  hereto.  Each and
every representation

                                      12

<PAGE>



and warranty of Transferor  made herein is material to the decision of the other
parties hereto to enter into this  Agreement and to consummate  the  transaction
contemplated herein.

      5.3 Survival.  All  representations  and warranties of Transferor  made in
this  Agreement or pursuant  hereto shall  survive the date hereof,  the Closing
Date,  the  consummation  of  the  transactions  contemplated  hereby,  and  any
investigation.


                                  ARTICLE VI

                         OBLIGATIONS PRIOR TO CLOSING

      6.1 Conduct of Transferor Pending Closing. During the period from the date
hereof until the Closing Date,  except with the express prior written consent of
Acquiror, Transferor hereby covenants and agrees that:

            (a) Transferor  shall maintain its existence in good standing in the
state of Florida and each other jurisdiction where it is required to be licensed
or qualified as a foreign corporation, and shall not alter or amend its Articles
of Incorporation or Bylaws.

            (b)  Transferor  shall duly and timely  file all returns and reports
required by any law to be filed by  Transferor,  shall promptly pay when due all
Taxes assessed against Transferor or any of its Assets, and shall conform to and
fully  comply with all the laws  pertaining  to its Assets or the conduct of its
business.

            (c) Except for the actions  required by the  covenants  set forth in
this Article VI,  Transferor  shall not take or do any act or thing  without the
express prior written consent of the President of Acquiror.

            (d) Transferor shall not take any action, or enter into any contract
which  requires  or  permits  Transferor  to take  any  action,  which  would be
inconsistent with any of the foregoing provisions of this Section 6.1.

      6.2 Conduct of Acquiror Pending  Closing.  During the period from the date
hereof until the Closing Date,  except with the express prior written consent of
Transferor, Acquiror hereby covenants and agrees with Transferor that:

            (a) It shall  maintain its  existence and good standing in the State
of Florida and each other  jurisdiction  where it is licensed or  qualified as a
foreign corporation,  and shall not alter or amend its Articles of Incorporation
or Bylaws.

            (b) It shall duly and timely file all  returns and reports  required
by any Law to be filed by it,  shall  promptly  pay when due all Taxes  assessed
against it or any of its Assets, and shall

                                      13

<PAGE>



conform to and fully comply with all other Laws  pertaining to its Assets or the
conduct of its business.

            (c) It shall not take any action,  or enter into any Contract  which
requires or commits it to take any action,  which would be inconsistent with any
of the foregoing provisions of this Section 6.2.

      6.3  Investigation.  During  the  period  from the date  hereof  until the
Closing   Date,   Transferor   shall   permit   Acquiror   and  its   authorized
representatives  and agents  full  access to  Transferor  and its  business  and
properties  during normal business hours to observe and investigate  Transferor,
its business, Assets and Obligations, to meet with Transferor's officers, agents
and contractors, and to audit, examine and copy all of Transferor's files, books
and records,  and other documents and papers.  Transferor shall furnish Acquiror
and its authorized  representatives  and agents with all information  concerning
Transferor's business, Assets and Obligations, which they reasonably request.

      6.7 Cooperation.  During the period from the date hereof until the Closing
Date,  Transferor  shall  fully  cooperate  with  Acquiror  and  its  authorized
representatives   and  agents,  and  shall  promptly  execute  and  deliver  all
agreements, certificates,  instruments and documents and take such other actions
as are reasonably  requested by Acquiror or its authorized  representatives  and
agents.


                                  ARTICLE VII

                            CONDITIONS PRECEDENT TO
                            ACQUIROR'S OBLIGATIONS

      Notwithstanding  the  execution  and  delivery  of this  Agreement  or the
performance  of any  part  hereof,  Acquiror's  obligations  to  consummate  the
transactions contemplated by this Agreement shall be subject to the satisfaction
of each of the  conditions  set forth in this Article VII,  except to the extent
that such satisfaction is waived in writing by Acquiror.

      7.1 Representations and Warranties of the Transferor.  All representations
and  warranties  made by the  Transferor  or  Tolson in this  Agreement  and the
Schedules hereto shall have been true and correct in all respects on the date of
this  Agreement,  and shall be true and  correct in all  respects on the Closing
Date as though such  representations  and  warranties  were again made,  without
exception or deviation, on the Closing Date.

      7.2 Performance of this  Agreement.  Transferor and Tolson shall have duly
performed or complied  with all of their  covenants and  obligations  under this
Agreement  that are to be performed or complied  with by the  Transferor  and/or
Tolson on or prior to the Closing Date.


                                      14

<PAGE>



      7.3 Absence of  Proceedings.  No Proceeding  shall have been instituted or
threatened on or before the Closing Date by any Person,  the result of which did
or  could  prevent  or  make  illegal  the  consummation  of  all  or any of the
transactions  contemplated  by this  Agreement,  or which  had or  could  have a
material adverse effect on the Business or the Acquired Assets.

      7.4 Consents.  Transferor shall deliver to Acquiror, all Consents, in form
and  substance  reasonably  acceptable to Acquiror,  as the Acquiror  reasonably
deems required under any of the Transferor's Contracts or Permits as a result of
the  sale  of the  Acquired  Assets  to  Acquiror  and  the  other  transactions
contemplated under this Agreement.  Included specifically in the foregoing shall
be consents from all lessors of Real Property to  Transferor,  if any,  together
with  estoppel  letters from such  lessors,  in form  reasonably  acceptable  to
Acquiror,  acknowledging that each applicable lease is in full force and effect,
all rent and  other  payments  due  thereunder  have  been  paid and no event of
default has occurred.

      7.5 Good Standing Certificate. Transferor shall deliver to Acquiror a Good
Standing  Certificate , certifying  that the Transferor is duly qualified and is
currently  in good  standing  under the laws of the State of  Florida,  dated no
earlier than five (5) days before the Closing Date.

      7.6 Material  Adverse  Change.  There shall have not occurred any material
adverse  change,  actual  or  threatened,  for  whatever  reason,  in any of the
Acquired Assets, the Business or its financial condition or otherwise, or in the
results of  operations  of the  Transferor,  including,  but not  limited to any
casualty loss, whether or not covered by insurance.

      7.7 Opinion of Counsel. At Closing, Transferor shall deliver an opinion of
counsel rendered to Acquiror, in form,  substance,  and by a law firm reasonably
acceptable to Acquiror,  and its counsel, as to the matters set forth in Exhibit
C attached hereto.

      7.8 Failure of Conditions. In the event any of the conditions set forth in
this  Agreement  are not  satisfied  or waived in writing by the  Acquiror on or
before the Closing  Date,  the Acquiror  shall have the right to terminate  this
Agreement  whereupon the parties shall be relieved of all further obligations to
the other except for remedies provided in this Agreement against  Transferor for
breach  of its  covenants,  representations  or  warranties  set  forth  in this
Agreement. The Transferor hereby represents and warrants to the Acquiror that it
understands  that  some  or all of  the  conditions  may  not  be  satisfied  by
Transferor or waived by the Acquiror and the Acquiror  shall have the right,  in
his sole  discretion,  to terminate  this  Agreement as a result thereof and the
Transferor hereby assumes the risk that the Acquiror may elect to terminate this
Agreement and is hereby estopped from objecting to and waives any action against
the Acquiror for the Acquiror's election to terminate this Agreement as a result
of any  condition  precedent  not being  satisfied  or waived in  writing by the
Acquiror, or pursuant to Section 10.3 of this Agreement.

      7.9 Employment Agreement.  Edward Tolson,  President of Transferor,  shall
have executed and delivered to Acquiror an Employment Agreement with Acquiror in
the form of Exhibit D ("Employment Agreement").

                                      15

<PAGE>




                                  ARTICLE VII

               CONDITIONS PRECEDENT TO TRANSFEROR'S OBLIGATIONS

      Notwithstanding  the  execution  and  delivery  of this  Agreement  or the
performance  of any part  hereof,  Transferor's  obligation  to  consummate  the
transactions contemplated by this Agreement shall be subject to the satisfaction
of each of the  conditions  set forth in this Article VII,  except to the extent
that such satisfaction is waived by Transferor in writing.

      8.1  Representations  and Warranties of Acquiror.  The representations and
warranties  of  Acquiror  contained  in  this  Agreement  and the  exhibits  and
schedules  hereto  shall be true and correct in all respects on the date hereof,
and shall be true and correct in all respects on the Closing Date as though such
representations  and warranties were again made, without exception or deviation,
on the Closing Date.

      8.2 Performance of this  Agreement.  Acquiror shall have duly performed or
complied with all of the covenants and  obligations  under this  Agreement to be
performed or complied with by them on or prior to the Closing Date.

      8.3 Absence of  Proceedings.  No Proceeding  shall have been instituted or
threatened  on or before the Closing  Date by any Person the result of which did
or  could  prevent  or  make  illegal  the  consummation  of  all  or any of the
transactions contemplated by this Agreement.

      8.4 Deliveries at Closing. At Closing, in addition to all other deliveries
to be made to Transferor  hereunder,  Transferor  shall  receive a  certificated
signed by the President of Acquiror and dated the Closing Date,  certifying that
(a) all of the  terms  and  conditions  of this  Agreement  to be  satisfied  or
performed by it on or before the Closing Date have been  satisfied or performed;
(b) no Proceedings  have been  instituted or threatened on or before the Closing
Date by any Person, the result of which did or could prevent or make illegal the
consummation of all or any of the  transactions  contemplated by this Agreement,
or which had or could have a material  adverse  effect on its business;  and (c)
there has not been any  material  adverse  change in or affecting it between the
date of this Agreement and the Closing Date.


                                  ARTICLE IX

                            OBLIGATIONS AT CLOSING

      9.1  Obligations  of  Transferor  to Acquiror at Closing.  The  Transferor
hereby covenants and agrees to deliver or cause to be delivered to Acquiror,  at
Closing, the following:

            (a)   The Acquired Assets, subject to the Encumbrances set forth on
Schedule 2.3;

                                      16

<PAGE>



            (b)   A duly executed Bill of Sale in the form of Exhibit F attached
 hereto;

            (c)   All Consents referred to in Section 7.4 of this Agreement;

            (d)   The Good Standing Certificate referred to in Section 7.5
of this Agreement;

            (e) A certificate  signed by the President of Transferor,  dated the
Closing  Date,  certifying  that (a) all of the  terms  and  conditions  of this
Agreement  to be satisfied or performed by it on or before the Closing Date have
been  satisfied or  performed;  (b) all the  representations  and  warranties of
Transferor  made herein are true,  correct and complete in all respects;  (c) no
Proceedings have been instituted or, to the best of such President's  knowledge,
threatened on or before the Closing Date by any Person,  the result of which did
or  could  prevent  or  make  illegal  the  consummation  of  all  or any of the
transactions  contemplated  by this  Agreement,  or which  had or  could  have a
material adverse effect on its business; and (d) there has not been any material
adverse  change in or  affecting it between the date of this  Agreement  and the
Closing Date;

            (f)   The opinion of counsel referred to in Section 7.7 of this
Agreement; and

            (g) Such other  documents and instruments as counsel to Acquiror may
reasonably request including, without limitation, such documents as necessary to
convey to Acquiror all rights to the Acquired Assets.

      9.2   Acquiror's Obligations to Transferor at Closing.  Acquiror agrees to
 deliver or cause to be delivered to Transferor, at the Closing, the following:

            (a) A good  standing  certificate  for such  corporation  dated  not
earlier  than ten (10) days prior to the Closing Date from the State of Florida;
and

            (b) A copy of the  resolutions  adopted by the Board of Directors of
such  corporation,  certified  by its  Corporate  Secretary,  which  resolutions
authorize it to execute and deliver and perform this  Agreement  and  consummate
the transactions contemplated hereby.


                                   ARTICLE X

                           TERMINATION AND REMEDIES

      10.1 Termination on Default. If, prior to the Closing Date, a party hereto
shall  materially  breach or  default  in the full and  timely  performance  and
satisfaction of any of its  representations  and warranties or obligations under
this  Agreement,  and such breach or default is not cured on or before the fifth
(5th)  day  after the date  notice  is given by the  nondefaulting  party to the
defaulting  party  specifying  the nature of such  breach or  default  (or on or
before the Closing Date if sooner),  then the nondefaulting  party may terminate
this Agreement immediately upon notice to the defaulting party.

                                      17

<PAGE>



      10.2 Termination at Closing. If any of the conditions set forth in Article
VII hereof are not  satisfied on or before the Closing  Date,  then Acquiror may
terminate this Agreement by notifying  Transferor on the Closing Date. If any of
the  conditions  set forth in Article VIII hereof are not satisfied on or before
the Closing Date,  then  Transferor  may terminate  this  Agreement by notifying
Acquiror on the Closing Date.

      10.3 Specific Performance.  Transferor's  Obligations under this Agreement
are unique, and each party hereby expressly acknowledges that, in the event of a
breach or default in the full and timely  performance  and  satisfaction  of any
such  obligation,  it would be  extremely  difficult  to measure  the  resulting
damages.  Accordingly, in the event of any breach or default by Transferor, then
Acquiror  shall be entitled,  in addition to all other rights and remedies which
it may have at law or in equity,  to sue for and  receive the remedy of specific
performance,  and  Transferor  waives  the  defense  that a remedy in damages is
adequate.


                                  ARTICLE XI

                                INDEMNIFICATION

      11.1  Obligation  to  Indemnify.  In addition  to, and not in lieu of, any
right or remedy available to Acquiror at law or in equity (which, in the case of
Transferor's  material  breach of this  Agreement  shall be  deemed  to  include
rescission),  Transferor hereby  indemnifies and holds harmless Acquiror and the
respective  officers  and  directors  from and against any and all  Proceedings,
Judgments, Obligations, losses, damages, deficiencies, settlements, assessments,
charges,  costs and expenses (including without limitation reasonable attorneys'
fees,  paralegals'  fees,  investigation  expenses,  court  costs,  interest and
penalties)  arising  out of or in  connection  with,  or caused by,  directly or
indirectly, any or all of the following ("Indemnified Matter"):

            (a)  Any misrepresentation, breach or failure of any warranty or
representation made by Transferor in this Agreement or pursuant hereto;

            (b)  Any failure or refusal by Transferor to satisfy or perform any
covenant or agreement; and

            (c) Any  failure  by  Transferor  to duly and  timely  file with the
appropriate governmental agencies all Tax and other returns and reports required
by any Law to be filed by it, and  Transferor's  failure to prepare and properly
complete all such returns and reports.

      11.2 Notices and Payments.  With respect to each separate matter or series
of  matters  against  which a party  ("Indemnitee")  is  indemnified  under this
Article XI:

            (a) Upon Indemnitee's receipt of written documents pertaining to the
Proceeding or otherwise underlying such matter or series of matters, or, if such
matter or series of matters does

                                      18

<PAGE>



not involve a third party claim, after Indemnitee first learns of such matter or
series of matters and the amount  demanded or claimed in  connection  therewith,
Indemnitee  shall  give  written  notice  to  Transferor  of and  copies of such
documents and information as it shall have so received.

            (b)  After a final  agreement  is  reached  or a final  Judgment  is
rendered with respect to such matter or series of matters or the amount owing by
Transferor  pursuant to this  Article XI as a result of such matter or series of
matters,  is otherwise  determinable in whole or in part,  Indemnitee shall give
notice  to  Transferor  of the  amount  owing  by  Transferor  ("Indemnification
Amount")  with  respect to such  matter or series of  matters  ("Indemnification
Payment Notice").

            (c) Transferor  shall pay the  Indemnification  Amount to Indemnitee
(or to such  Person as  Indemnitee  instructs)  within  ten (10) days  after the
Indemnification Payment Notice was given.


                                  ARTICLE XII

                                 MISCELLANEOUS

      12.1  Notices.  All notices,  requests,  demands and other  communications
hereunder  shall be  deemed  to have  been  duly  given if the same  shall be in
writing and shall be delivered  personally  or sent by  registered  or certified
mail, postage prepaid, and addressed as set forth below:

      If to Transferor:             6950 Cypress Road, Top Floor
                            Plantation, Florida 33317


      If to Acquiror:         Hirel Marketing, Inc.
                              650 S.W. 16th Terrace
                              Pompano Beach, Florida 33069
                              Attn: Michael Duggan, President

      With a copy to:         Ruden, McClosky, Smith, Schuster & Russell, P.A.
                              200 East Broward Boulevard
                              15th Floor
                              Ft. Lauderdale, Florida 33301
                              Attn: Thomas O. Katz, Esq.

      12.2  Entire Agreement.  This Agreement, including the Exhibits and
Schedules attached hereto and the documents delivered pursuant hereto, sets
forth all the promises, covenants, agreements, conditions and understandings
between the parties hereto with respect to the subject matter hereof, and
supersedes all prior and contemporaneous agreements, understandings, inducements
or conditions, expressed or implied, oral or written, except as herein
contained.  No

                                      19

<PAGE>



changes of or modifications or additions to this Agreement shall be valid unless
the same shall be in writing and signed by the parties hereto.

      12.3 Binding Effect; Assignment.  This Agreement shall be binding upon the
parties hereto,  their  beneficiaries,  heirs and  administrators.  No party may
assign or transfer  its  interests  herein,  or delegate  its duties  hereunder,
without the written consent of the other parties.

      12.4  Amendment.  The parties hereby  irrevocably  agree that no attempted
amendment, modification, or change (collectively, "Amendment") of this Agreement
shall be valid and  effective,  unless the parties  shall  unanimously  agree in
writing to such Amendment.

      12.5 No Waiver.  No waiver of any  provision  of this  Agreement  shall be
effective,  unless it is in writing and signed by the party  against  whom it is
asserted,  and any such written  waiver shall only be applicable to the specific
instance  to which it  relates  and shall not be  deemed to be a  continuing  or
future waiver.

      12.6 Gender and Use of Singular and Plural.  All pronouns  shall be deemed
to refer to the masculine, feminine, neuter, singular or plural, as the identity
of the  party or  parties  or their  personal  representatives,  successors  and
assigns may require.

      12.7  Counterparts.  This  Agreement and any amendments may be executed in
one or more  counterparts,  each of which shall be deemed an original and all of
which together will constitute one and the same instrument.

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

      12.9 Governing Law. This Agreement  shall be construed in accordance  with
the laws of the State of Florida and any proceeding  arising between the parties
in any  manner  pertaining  or related to this  Agreement  shall,  to the extent
permitted by law, be held in Broward County, Florida.

      12.10 Further Assurances. The parties hereto will execute and deliver such
further  instruments  and do such further  acts and things as may be  reasonably
required to carry out the intent and purposes of this Agreement.

      12.11  Arbitration.

            (a) The parties  hereto  agree that the  arbitration  procedure  set
forth below shall be the sole and  exclusive  method for resolving and remedying
claims hereunder (the "Disputes").  Nothing in this Section 12.11 shall prohibit
a party hereto from  instituting  litigation to enforce any Final  Determination
(as defined  below).  The parties hereby agree and acknowledge  that,  except as
otherwise  provided in this Section 12.11,  the  arbitration  procedures and any
Final  Determination  hereunder  shall be  governed  by,  and shall be  enforced
pursuant to the Florida Arbitration Code.

                                      20

<PAGE>



            (b) In the event that any party asserts that there exists a Dispute,
such party shall deliver a written notice to each other party  involved  therein
specifying  the  nature of the  asserted  Dispute  and  requesting  a meeting to
attempt  to  resolve  the same.  If no such  resolution  is  reached  within ten
business days after delivery of such notice,  the party  delivering  such notice
(the  "Disputing  Person") may,  within 45 business days after  delivery of such
notice,  commence arbitration  hereunder by commencing  arbitration  proceedings
under the Commercial  Arbitration Rules of the American Arbitration  Association
and delivering to each other party  involved  therein a notice of arbitration (a
"Notice of  Arbitration").  Such Notice of Arbitration shall specify the matters
as to which arbitration is sought, the nature of any Dispute, the claims of each
party to the arbitration and shall specify the amount and nature of damages,  if
any,  sought to be  recovered  as a result of any alleged  claim,  and any other
matters required by the Commercial Arbitration Rules of the American Arbitration
Association as in effect from time to time to be included therein.

            (c) The  arbitrator(s)  will be  selected  in  accordance  with  the
Commercial Arbitration Rules of the American Arbitration Association. Each party
shall submit a proposed  arbitration award (including proposed findings of fact)
within  fifteen (15) days of the  conclusion  of the  arbitration  hearing.  The
arbitrator  shall  select  one of the  proposed  arbitration  awards  (including
proposed  findings of fact) in its entirety  and both parties  shall be bound by
its terms.  The cost of the  arbitration  will be divided  equally  between each
party.

            (d)  The  arbitration   shall  be  conducted  under  the  Commercial
Arbitration Rules of the American Arbitration Association as in effect from time
to time,  except as  modified  by the  agreement  of all of the  parties to this
Agreement.  The  arbitrator(s)  shall use their  best  efforts  to  conduct  the
arbitration  so that a final result,  determination,  finding,  judgment  and/or
award (the "Final  Determination") is made or rendered no later than ninety (90)
business  days after the  delivery of the Notice of  Arbitration  nor later than
twenty (20) days  following  conclusion of the  arbitration  hearing.  The Final
Determination must be signed by the arbitrator. The Final Determination shall be
final  and  binding  on all  parties  and  there  shall  be no  appeal  from  or
reexamination of the Final  Determination,  except for fraud,  perjury,  evident
partiality or misconduct  by an arbitrator  prejudicing  the rights of any party
and to correct manifest clerical errors.

            (e)  The  parties  to  such   arbitration   may  enforce  any  Final
Determination  in any  state  or  federal  court  having  jurisdiction  over the
dispute.

      12.12 Litigation.  If any party hereto is required to engage in litigation
or  arbitration  against  any other  party  hereto,  either as  plaintiff  or as
defendant,  in order to enforce  or defend  any of its or his rights  under this
Agreement,  and such  litigation  results in a final  judgment  in favor of such
party  ("Prevailing  Party"),  then the party or parties against whom said final
judgment  is  obtained  shall  reimburse  the  Prevailing  Party for all direct,
indirect or incidental expenses incurred by the Prevailing Party in so enforcing
or defending  its or his rights  hereunder,  including,  but not limited to, all
attorneys' fees, paralegals' fees and all sales tax thereon, and all court costs
and other  expenses  incurred  throughout  all  negotiations,  trials or appeals
undertaken in order to enforce the Prevailing Party's rights hereunder.

                                      21

<PAGE>



      12.13 Remedies.  Each of the parties  acknowledges  and agrees that in the
event that a party  hereto  shall  violate  any of the  restrictions  or fail to
perform any of the  obligations  hereunder,  the other  parties  will be without
adequate  remedy  at  law  and  will  therefore  be  entitled  to  enforce  such
restrictions  or obligations  by temporary or permanent  injunctive or mandatory
relief obtained in an action or proceeding  instituted in any court of competent
jurisdiction  without the necessity of proving damages and without  prejudice to
any other remedies it may have at law or in equity.

      12.14   Confidentiality.   Except  for  discussions  of  the  transactions
contemplated  by this Agreement  among the parties  hereto and their  respective
representatives and counsel participating in this transaction, each party hereto
shall,  unless all other parties hereto shall otherwise agree, keep confidential
and not,  directly or  indirectly,  disclose to any person the existence of this
Agreement,  the  transaction  contemplated by this Agreement or any of the terms
thereof,  or the fact that Acquiror and Transferor have entered into discussions
or negotiations for any purpose whatsoever,  and each party hereto shall use its
good faith  efforts to cause its  employees,  agents,  officers,  directors  and
representatives to abide by the foregoing restrictions on disclosure.







                        THIS SPACE INTENTIONALLY BLANK

                                      22

<PAGE>




      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
executed as of the date and year set forth above.

                              GROUP 32 CORPORATION


____________________________              By:________________________________

----------------------------

                              HIREL MARKETING, INC.


____________________________              By:________________________________

----------------------------



                                      23

<PAGE>



                                   EXHIBIT A

                                 Defined Terms

      All defined terms used in this Agreement and not  specifically  defined in
context are as defined in this Exhibit A.

      "Accounts Receivable" means any right to payment for goods sold, leased or
licensed  or  for  services  rendered  whether  or not it  has  been  earned  by
performance,  any note receivable,  and any other receivable or right to payment
of any nature whatsoever.

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

      "Asset" means any real, personal,  mixed,  tangible or intangible property
of  any  nature  whatsoever,   including,  without  limitation,  Real  Property,
Equipment, Accounts Receivable, Inventory, Permits, Intangibles and Contract
Rights.

      "Closing" means the consummation of the reorganization contemplated by
this Agreement.

      "Closing Date" means the date of the Closing.

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

      "Contract"  means  any  written  or oral  contract,  agreement,  order  or
commitment of any nature whatsoever,  including,  without limitation,  any sales
order, purchase order, lease, sublease, license agreement, sublicense agreement,
loan agreement, security agreement,  guarantee,  management contract, employment
agreement,  consulting  agreement,  partnership  agreement,  buy-sell agreement,
option, warrant, subscription, call or put.

      "Contract  Right"  means any right,  power or remedy  under any  Contract,
including,  without  limitation,  any  right to  receive  goods or  services  or
otherwise  derive  benefit  from the payment,  satisfaction  or  performance  of
another party's Obligations, and right to demand that another party accept goods
or services or take any other  action,  and any right to pursue or exercise  any
remedy or option.

      "Employee  Benefit  Plan"  means any  bonus,  severance,  hospitalization,
vacation, deferred compensation,  pension, profit sharing,  retirement,  payroll
savings,  stock option,  group insurance,  death benefit or welfare plan, or any
other  employee  benefit  plan  or  fringe  benefit  arrangement  of any  nature
whatsoever.


                                     A-1

<PAGE>



      "Encumbrance"  means  any  lien,  security  interest,   pledge,  mortgage,
easement, leasehold, assessment, covenant, restriction, reservation, conditional
sale, prior assignment, or any other encumbrance, claim, burden or charge of any
nature whatsoever.

      "Equipment" means any equipment, machinery, fixtures, furniture, leasehold
improvements,  vehicles,  vessels,  office  equipment,  office supplies or other
tangible personal property of any nature whatsoever, but not any such item which
constitutes Inventory.

      "Transferor Shareholders" means the shareholders of record of Transferor.

      "Transferor Stock" means the common stock of Transferor, $.001 par value.

      "Acquiror Stock" means the common stock of Acquiror,  par value $.00__, to
be issued to the Transferor Shareholders pursuant to Article II hereof.

      "Intangible" means any name, corporate name,  partnership name, fictitious
name, trademark,  trademark  application,  trade name, brand name, slogan, trade
secret, know-how, patent, patent application,  copyright, copyright application,
design, formula, invention,  blueprint,  product right, software right, license,
franchise,  authorization  or  any  other  intangible  property  of  any  nature
whatsoever.

      "Inventory" means any raw materials,  supplies, work in process,  finished
goods, or any other inventory of any nature whatsoever, and other items held for
sale or lease in the ordinary  course of business and all computer  software and
data systems held for sale or license in the ordinary course of business.

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

      "Law" means any provision of any law,  statute,  ordinance,  constitution,
charter,  treaty,  rule or  regulation of any foreign,  federal,  state or local
governmental, administrative or regulatory authority.

      "Obligation"  means  any  debt,  liability  or  obligation  of any  nature
whatsoever,  whether  secured,  unsecured,  recourse,  nonrecourse,  liquidated,
unliquidated, accrued, absolute, fixed, contingent, ascertained,  unascertained,
known, unknown or obligations under executory Contracts.

      "Option"  means the right to purchase  one share of  Acquiror  Stock at an
exercise  price equal to the Market Price as of the Vesting Date with respect to
such Option.


                                     A-2

<PAGE>



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

      "Person"  means  any  individual,  sole  proprietorship,   joint  venture,
partnership,  corporation,  association,  cooperation, trust, estate, government
(or any branch, subdivision or agency thereof), governmental,  administrative or
regulatory authority, or any other entity of any nature whatsoever.

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

      "Real  Property"  means  any  real  estate,  land,  building,   structure,
improvement, fixture or other real property of any nature whatsoever, including,
but not limited to boat slips, docks and other marine realty and improvements.

      "SEC" means the U.S. Securities and Exchange Commission.

      "Securities  Laws" means the Act, the Securities  Exchange Act of 1934, as
amended,  the Investment Company Act of 1940, as amended, and all State or other
applicable securities laws, collectively.

      "Stock  Issuance  Agreements"  means  any  contracts  which  relate to the
issuance,  sale, right to purchase,  redemption,  pledge or other disposition of
any capital  stock of  Corporation  or any other  securities or  Obligations  of
Corporation.

      "Tax" means (a) any  foreign,  federal,  state or local  income,  profits,
gross  receipts,  franchise,  sales,  use,  occupancy,  general  property,  real
property,  personal  property,  intangible  property,  transfer,  fuel,  excise,
accumulated  earnings,  personal  holding  company,  unemployment  compensation,
social  security,  withholding  taxes,  payroll  taxes,  or any other tax of any
nature whatsoever,  (b) any foreign,  federal,  state or local organization fee,
qualification  fee, annual report fee, filing fee,  occupation fee,  assessment,
rent,  or any  other  fee  or  charge  of  any  nature  whatsoever,  or (c)  any
deficiency, interest or penalty imposed with respect to any of the foregoing.



                                     A-3

<PAGE>



                                   EXHIBIT C

                   FORM OF OPINION OF CORPORATION'S COUNSEL

      1.  Transferor is a corporation  duly organized,  validly  existing and in
good  standing  under the Laws of the State of Florida and is not required to be
qualified  or  licensed  as a foreign  corporation  in any  other  jurisdiction.
Transferor has the full power and authority to own all its Assets and to conduct
the  business  in  which  it will  engage  upon  completion  of the  transaction
contemplated herein.

      2. The authorized capital stock of Transferor  consists of _______________
shares of Common Stock,  ________________shares of which are issued and. All the
issued  and  outstanding   shares  of  capital  stock  of  Transferor  are  duly
authorized, validly issued, fully paid and nonassessable. To our knowledge after
reasonable  investigation,  there  are no  Stock  Issuance  Agreements  to which
Transferor is a party or by which it may be bound. There have been no violations
of the preemptive  rights, if any, of any shareholders of Transferor.  No shares
of capital stock are held in treasury by Transferor.

      3. (a) The  execution  and delivery of the Agreement and Plan of Merger by
Transferor and the performance of all Transferor's  obligations  thereunder have
been duly authorized and approved by all requisite  corporate action on the part
of Transferor pursuant to applicable Law. Transferor has the power and authority
to execute and deliver the  Agreement  and Plan of Merger and to perform all its
obligations hereunder.

            (b)  Each  of the  Agreement  and  Plan  of  Merger  and  the  other
documents,  instruments  and  agreements  executed by  Transferor  in connection
therewith  constitute  the valid and legally  binding  agreements of Transferor,
enforceable  against  Transferor in accordance with its terms,  except that: (i)
enforceability   may  be   limited   by   applicable   bankruptcy,   insolvency,
reorganization,  moratorium or similar laws of general application affecting the
enforcement of the rights and remedies of creditors;  and (ii) the  availability
of equitable remedies may be limited by equitable principles.

      4. Neither the  execution,  delivery nor  performance of the Agreement and
Plan of Merger or any other  documents,  instruments  or agreements  executed by
Transferor in connection  therewith,  nor the  consummation of the  transactions
contemplated  thereby:  (i)  constitutes a violation of or default under (either
immediately, upon notice or upon lapse of time) the Articles of Incorporation or
Bylaws of Transferor,  any provision of any Contract to which  Transferor or its
Assets may be bound,  any  Judgment or any Law; or (ii) will or could  result in
the creation or imposition of any Encumbrance  upon, or give to any third person
any interest in or right to, the Transferor  Stock or any other capital stock of
Transferor or any of the Assets of Transferor;  or (iii) will or could result in
the loss or adverse  modification  of, or the  imposition of any fine or penalty
with  respect  to, any  license,  permit or  franchise  granted or issued to, or
otherwise held by or for the use of, Transferor.


                                     F-1

<PAGE>



      5. To our knowledge and belief,  all the  representations  and  warranties
made by  Transferor  in the Agreement and Plan of Merger or in any Schedule made
or given by Transferor, its agents or representatives are complete and accurate,
and do not omit any information  required to make the statements and information
provided,  in  light of the  transaction  contemplated  therein,  nonmisleading,
accurate and meaningful.

      6.    Such other opinions as Acquiror's transfer agent may require to
issue the Acquiror Stock.


                                     F-2

<PAGE>




                                  SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  Hirel  Holdings,  Inc. has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                          HIREL HOLDINGS, INC., a
                              Delaware corporation


Date:             ,1997                   By:
                      Vincent Montelione, President, Chief
                         Executive Officer and Chairman

      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
report has been signed by the following  persons on behalf of the registrant and
in the capacities and on the dates indicated.

Signature                     Title                               Date



                        President, Chief Executive                      , 1997
Vincent Montelione      Officer and Chairman



                        President, HTI, and Director                    , 1997
Gregory S. Fenech


                        Vice President, Sales and Marketing,            , 1997
------------------                                          ------------
Vincent P. Fagnani, Jr. HMI, and Director



                        Vice President and Chief Financial              , 1997
------------------                                          ------------
William H. Aden         Officer (Principal Financial and
                        Accounting Officer)

<PAGE>