<PAGE>   1
                                                                   EXHIBIT 10.39

                               REORGANIZATION AND

                            STOCK PURCHASE AGREEMENT
<TABLE>
<CAPTION>
         Parties:

         <S>                                         <C>
         Phoenix International Ltd., Inc.            Servers On-Line, Inc.
         500 International Parkway                   4175 Veterans Highway, Suite 405
         Heathrow, FL 32746                          Ronkonkoma, New York 11779
         Attention:  Bahram Yusefzadeh               Attention:  Kenneth J. Sole

         Kenneth J. Sole                             Richard T. Powers
         210 Paulanna Avenue                         15 Groveland Park Blvd.
         Bayport, New York                           Sound Beach, New York

         Lisa C. McGuinness                          Kenneth J. Sole & Associates, Inc.
         116 Burt Avenue                             4175 Veterans Highway
         Oceanside, New York                         Suite 405
                                                     Ronkonkoma, NY  11779
</TABLE>

         THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered
into as of October 5, 1999, by and between Phoenix International Ltd., Inc., a
Florida corporation ("Phoenix"); Servers On-Line, Inc., a New York corporation
("SOL"); Kenneth J. Sole & Associates, Inc., a New York corporation ("KJS");
and Kenneth J. Sole ("Sole"), Richard T. Powers ("Powers"), and Lisa C.
McGuinness ("McGuinness"), each individual shareholders of SOL. Intending to be
legally bound, and in consideration of the parties' respective covenants and
agreements set forth below, the parties agree as follows:

1.       DEFINITIONS. When used herein, the following terms shall have the
         following meanings:

         1.1.     "Affiliate", whether or not capitalized, with respect to any
natural person or legal entity, shall mean any corporation, trust, partnership,
limited liability company, or other legal or common law entity which owns a
majority of or which is majority owned by such person or which otherwise
directly or indirectly controls or is controlled by such person or entity, and
with respect to a natural person shall also include spouses, parents, siblings,
and children.

         1.2.     "Closing" shall mean the closing of the transactions
contemplated in this Agreement, at the time and place set forth in Section 4.1.

         1.3.     "Conversion Ratio" shall initially mean $0.0517662 per share.
Immediately prior to Closing, the final Conversion Ratio will be calculated
such that following the stock dividend, the Minority Shareholders will own at
least 5/12ths of the common shares of SOL outstanding after the Closing,
excluding the shares owned by Phoenix, and Phoenix will own at least 51% of all
of the common shares of SOL outstanding after the Closing, including the shares
owned by Phoenix.

         1.4.     "Disclosure Memorandum" means the memorandum executed and
delivered by SOL and the Management Group as soon as possible following the
execution and delivery of this Agreement containing information required to be
disclosed under this Agreement.

<PAGE>   2


         1.5.     "Encumbrance" means any mortgage, charge (whether fixed or
floating), security interest, pledge, claim, right of first refusal, lien
(including, without limitation any unpaid vendor's lien), option,
hypothecation, title retention or conditional sale agreement, lease, option,
restriction as to transfer, use or possession, easement, subordination to any
right of any other person, and any other encumbrance on the absolute and
unfettered use and ownership of any asset or property.

         1.6.     "Management Group" shall mean Sole, Powers, and McGuinness.

         1.7.     "Material Adverse Effect" shall mean an adverse effect which
materially affects the business, assets, operations, financial condition, or
liabilities of a party.

         1.8.     "Minority Shareholders" shall mean all of the shareholders of
SOL other than Phoenix, Sole, Powers, McGuinness, and KJS.

         1.9.     "Recurring Revenue" shall mean include all fees earned by SOL
through its service bureau contracts, excluding one-time, up-front fees (e.g.,
set up fees), and flow-through reimbursables (e.g., telephone charges and
travel expenses incurred by SOL employees), as shown in SOL's financial
statements.

2.       TRANSACTIONS.

         2.1.     Conversion of Accounts Payable. At the Closing, all accounts
payable at the time of the Closing owed by SOL to KJS, Sole, Powers, or
McGuinness, will be converted to equity investments in the common stock of SOL
at the Conversion Ratio.

         2.2.     Additional Investment by Management Group. Prior to or at the
Closing, Powers' total equity investment in the common stock of SOL shall be at
least $85,000. All amounts invested in SOL by Powers in addition to his
original $45,000 investment shall be converted into common stock at the
Conversion Ratio. Prior to the Closing, Powers will make such investments from
time to time as required to fund the ongoing operation of SOL at the level
required to maintain operations and provide service to customers through the
Closing, but in no case shall he be required to invest more than a total of
$85,000 under this Section, and in any case the balance of the required
investment shall be made at Closing. Powers will notify Phoenix prior to making
any such investment. If Phoenix unilaterally terminates this Agreement
unreasonably and without cause, Phoenix shall fully reimburse Powers for the
amount of investments in excess of the original $45,000 investment.

         2.3.     Phoenix Equity Investment. At the Closing, Phoenix will make
an equity investment of $700,000 in the common stock of SOL at the Conversion
Ratio. Phoenix shall satisfy such investment by converting all accounts payable
due from SOL to Phoenix and all loans by Phoenix to SOL (including for funding
of operations under Section 3.1) at the Closing into equity at the Conversion
Ratio, and by delivering to SOL a demand promissory note for the balance (the
"Promissory Note"). At the Closing, this investment shall give Phoenix
ownership of no less than 51% of the then outstanding shares of common stock of
SOL, calculated on a fully diluted basis factoring in the stock dividend
required to be made under Section 3.3 but not any conversion of outstanding
preferred shares.

         2.4.     Sole Stock Purchase. At the Closing, Phoenix shall purchase
1,000,000 shares owned by Sole in exchange for $80,000 in cash. Upon execution
of this Agreement, Phoenix shall advance Sole $30,000 against such $80,000,
less amounts to be paid by Sole due under leases as set forth in Exhibit 3.9.
In the event that the Closing does not occur due to no fault of Phoenix prior
to October


                                       2
<PAGE>   3


29, 1999, Sole shall repay such amounts to Phoenix. Sole hereby agrees to and
does pledge all of his shares of SOL common stock to secure such repayment
obligation, and agrees to deliver the certificate or certificates representing
such shares to Phoenix to secure such obligation at the execution of this
Agreement.

         2.5.     Contingent Stock Purchase Rights. At the Closing, Phoenix
shall grant the Minority Shareholders a right to put their shares of SOL common
stock to Phoenix for purchase for aggregate consideration of $250,000 in cash.
Such rights shall be granted pursuant to the Stock Rights Agreement
substantially in a form to be negotiated and agreed by the parties. At the
Closing, Phoenix shall severally grant Sole, McGuinness, Powers, and KJS a
right to put their shares of SOL common stock to Phoenix for purchase for
aggregate consideration of $350,000 worth of Phoenix common stock. Such rights
shall be granted pursuant to the Stock Rights Agreement substantially in a form
to be negotiated and agreed by the parties. The foregoing rights will only be
exercisable in the event that SOL's Recurring Revenue exceeds $250,000 for any
three consecutive calendar months ending on or before July 31, 2001.
Additionally, pursuant to such agreements, the Minority Shareholders shall
grant Phoenix an option to acquire their shares of SOL common stock for
aggregate consideration of $250,000 in cash and each of Sole, Powers,
McGuinness, and KJS shall grant Phoenix an option to acquire their shares of
SOL common stock for aggregate consideration of $350,000 worth of Phoenix
common stock.

         2.6.     Grant By Existing SOL Shareholders to Phoenix of Right of
First Refusal. At the Closing, the current SOL common shareholders shall grant
Phoenix a right of first refusal with respect to their shares of SOL pursuant
to the Stock Rights Agreements.

3.       OTHER AGREEMENTS.

         3.1.     Funding of Operations Through Closing. From the date of this
Agreement through the Closing, Phoenix shall fund SOL's operating expenses to
the extent they exceed SOL's income from operations and the additional
contribution of Powers set forth in Section 2.2. At the Closing, such loans
shall be converted into equity under Section 2.3.

         3.2.     Authorization and Reservation of Shares; Adjustment to Rights
in Preferred Stock. Prior to the Closing, SOL's Board of Directors shall have
adopted (contingent on the Closing) and SOL's shareholders shall have approved
(contingent on the Closing) an amendment to SOL's Articles of Incorporation in
a form reasonably acceptable to Phoenix (the "Charter Amendment"), which shall
increase the number of common shares authorized for issuance by SOL to 150
million, and shall effectively increase the conversion rights on SOL's Series A
Preferred Stock such that each share of preferred stock will be convertible
into 100 shares of common stock at any time at the election of the holders of
shares of such preferred stock. Such amendment shall be filed with the New York
Secretary of State at the Closing. SOL shall reserve and keep available for
issuance such number of its authorized but unissued shares of common stock as
will be sufficient to permit the issuance of all shares contemplated to be
issued pursuant to this agreement. All shares of common stock that are so
issuable shall, when issued upon conversion or exercise, be duly authorized,
validly issued, and fully paid and non-assessable.

         3.3.     Stock Dividend to Minority Shareholders. Immediately
following the Closing, SOL's Board of Directors shall authorize and complete a
stock dividend to the SOL shareholders, currently estimated at 21 shares
(subject to adjustment) per outstanding share of common stock. At the


                                       3
<PAGE>   4


Closing, a final dividend number will be calculated so that after such
dividend, the Minority Shareholders will own at least 5/12ths of the common
shares of SOL to be owned by shareholders other than Phoenix after the Closing,
and Phoenix will own at least 51% of all of the common shares of SOL
outstanding after the Closing. Phoenix, Sole, Powers, McGuinness, and KJS will
and hereby do waive any and all right to receive such dividend, and shall
retain their then current share ownership only. To the extent it becomes
mandatory under law that such shareholders receive such dividend, they will and
hereby do assign such shares to SOL without consideration.

         3.4.     Employment and Non-Competition Agreements. At the Closing,
McGuinness will enter into an Employment and Non-Competition Agreement in a
form substantially similar to the form used for other Phoenix employees of
similar responsibility and authority, which shall be mutually acceptable to
Phoenix and McGuinness, and shall provide for incentive stock options to be
granted in January of 2000 in an amount consistent with those granted to other
Phoenix employees of similar responsibility and authority. At the Closing,
Powers will enter into an Employment and Non-Competition Agreement with Phoenix
in substantially the same form, and on substantially the same terms, including
those relating to compensation (including incentive stock options to be granted
in January of 2000), as those with Phoenix's Senior Vice Presidents. At the
Closing, Sole will enter into a Non-Competition Agreement in a form to be
negotiated and agreed by the parties, pursuant to which (i) Phoenix shall agree
not to, or assist others to, solicit KJS' employees, contractors, or customers
for a period of two years from the date of Closing, (ii) neither Sole nor its
Affiliates will agree not to, or assist others to, set up a service bureau to
compete with SOL or Phoenix for a period of one year from the Date of Closing,
(iii) neither Sole nor its Affiliates will agree not to, or assist others to,
solicit Phoenix's or SOL's employees, contractors, or customers for a period of
two years from the date of Closing, and (iv) each of Sole, KJS, Phoenix, and
SOL will agree not to denigrate the other in the marketplace at any time.

         3.5.     SOL Board of Directors. At the Closing, the Board of
Directors of SOL shall be reconstituted at three members, two nominated by
Phoenix and one nominated by Powers and McGuinness at Closing. This provision
shall expire if Phoenix's ownership of SOL exceeds 75%.

         3.6.     Restricted Shares. All shares and options to purchase shares
issued hereunder by Phoenix or SOL shall be restricted shares and may not be
sold or transferred except pursuant to a transaction which is either registered
or exempt from the federal and state securities laws, which may include the
exemptions for resale of restricted securities under Rule 144, subject to the
holding periods prescribed by such rule and any other applicable securities
laws, rules, or regulations. Each certificate issued hereunder shall have a
legend substantially as follows:

         The securities represented by this certificate have not been
         registered under the securities act of 1933 (the "33 Act"), as
         amended, or any other applicable state securities laws in reliance
         upon exemptions from the registration requirements thereof, and cannot
         be sold or otherwise transferred except pursuant to (i) an effective
         registration statement or (ii) an opinion of legal counsel reasonably
         acceptable to the company that an exemption from such registration is
         available. These securities have not been recommended by any federal
         or state securities commission or regulatory authority. Furthermore,
         the foregoing authorities have not recommended or endorsed the
         purchase of the securities, confirmed the accuracy of the memorandum,
         or


                                       4
<PAGE>   5


         determined the adequacy of the memorandum. Any representation to the
         contrary is a criminal offense.

         3.7.     Release. Except for claims available under the terms of this
Agreement or any agreement to be delivered at Closing (including breach of
contract claims), claims set forth in the Disclosure Memorandum, or claims
based on fraud or intentional misconduct, each of Sole, Powers, McGuinness,
Phoenix, SOL, and KJS hereby agree to releases, discharge, and acquit each
other forever from any and all debts, claims, demands, liabilities,
assessments, actions or causes of action, whether in law or in equity, whether
direct or indirect, whether presently known or unknown, absolute or contingent,
arising under any law, rule, regulation, ordinance, contract, agreement,
guideline or other standard of conduct of any kind and whatsoever which any of
them had or has against the other or may have against the other arising out of
facts and circumstances existing prior to the date of this Agreement.

         3.8.     Resignations. At Closing, except as agreed with Phoenix, each
of Sole, McGuinness, and Powers will resign as officers and directors of SOL.

         3.9.     Leases. At the Closing, SOL shall assume in their entirety,
and Phoenix shall guarantee SOL's performance under, all equipment leases which
are used in part or in whole by SOL pursuant to an Assignment and Assumption
Agreement in a form to be negotiated and agreed by the parties. In order to
meet security standards requirements, equipment under leases assumed by SOL
shall be dedicated solely for use by SOL, except that equipment which cannot be
used by SOL will be subleased to KJS at no cost. SOL shall allow KJS to
continue to operate on such equipment for a reasonable amount of time as
required to disengage its operations from the network and migrate to an
alternative environment. SOL shall provide assistance as reasonably necessary
to facilitate such migration. Phoenix shall replace KJS on the office lease
currently in the name of both SOL and KJS. KJS will continue under its current
office space lease. Amounts currently due under the leases and the method to
satisfy such amounts are set forth in Exhibit 3.9. The parties will each use
their best efforts to obtain any consents to such assignments prior to the
closing. If the lessors require KJS to remain liable for such leases in order
to obtain such consents, Phoenix shall indemnify KJS for any out-of-pocket
cost, expense, losses, claims, liabilities, or obligations incurred by KJS with
respect to such leases for any equipment which is used by SOL or Phoenix and
not by KJS under such leases.

         3.10.    Administrative Support. KJS will use its best efforts to
provide administrative support to SOL through August 31, 2000, including the
services of Shannon Rigney, the receptionist. KJS will bill and SOL shall pay
for administrative resources used by SOL. SOL shall be entitled to terminate
the use of any resources provided by KJS at any time with 30 days prior written
notice.

         3.11.    Services of McGuinness. Following the Closing, SOL will
provide the services of McGuinness to KJS for up to 30 man-days during the six
month period following Closing at cost, calculated per day as the cost of
McGuinness' annual salary and benefits divided by 250. KJS agrees to schedule
the time of McGuinness in a manner that is not unreasonably disruptive to her
duties at SOL.

         3.12.    KJS Services. After the Closing, Phoenix shall use reasonable
efforts to utilize KJS services. Phoenix does not guarantee the use of any KJS
services.


                                       5
<PAGE>   6


         3.13.    Intellectual Property Assignment. At the closing, Sole and
KJS shall assign to SOL all software and other intellectual property rights in
any software or other code developed by Sole or KJS for or used by SOL. Such
Assignment shall be in a form to be negotiated and agreed by the parties.

         3.14.    Exhibits and Disclosure Memorandum. Notwithstanding anything
to the contrary in this Agreement, the parties acknowledge that the Exhibits
and Disclosure Memorandum have not yet been finalized or attached to this
Agreement. The Exhibits shall be shall be negotiated and the forms approved by
the parties, and the Disclosure Memorandum finalized and executed by the
parties, as soon as reasonably practicable following the execution of this
Agreement, but in any event no later than October 13, 1999.

4.       CLOSING; DELIVERIES.

         4.1.     Closing. The Closing shall be held at the offices of Nelson
Mullins Riley & Scarborough, Atlanta, Georgia on October 22, 1999, or at such
other place or on such other date as the parties may agree. Each of the parties
agrees to use its best efforts to close by such date.

         4.2.     Deliveries by SOL at Closing. At the Closing, SOL shall
deliver to Phoenix the following:

                  (a)      A certificate of the secretary of SOL certifying its
         Articles of Incorporation, Bylaws, and the resolutions of the Board of
         Directors and Shareholders of SOL approving the transactions set forth
         herein including the following

                  (b)      A good standing certificate for each of SOL and KJS
         issued by the proper authority of New York;

                           (i)      A Board of Director's consent authorizing:

                                    -        The conversion of debt
                                             contemplated by Sections 2.1 and
                                             2.3;

                                    -        The consummation of the
                                             transactions set forth herein;

                                    -        The issuance of the shares to be
                                             issued hereunder; and

                                    -        The adjustment of the terms of the
                                             SOL series A preferred stock owned
                                             by Phoenix pursuant to Section
                                             3.2.

                           (ii)     A Shareholder's consent authorizing :

                                    -        The consummation of the
                                             transactions set forth herein; and

                                    -        The adjustment of the terms of the
                                             SOL series A preferred stock.

                  (c)      A stock certificate for the proper number of shares
         to be issued to Phoenix under Section 2.3

                  (d)      A stock certificate(s) for the proper number of
         shares to be issued to members of the Management Group under Sections
         2.1 and 2.2.

                  (e)      An opinion of counsel in accordance with Section
         8.5;

                  (f)      A certified copy of the Charter Amendment required
         by Section 3.2;

                  (g)      Employment and Non-Competition Agreements required
         by Section 3.4;


                                       6
<PAGE>   7


                  (h)      The Assignment and Assumption required by Section
         3.9;

                  (i)      Evidence of the option buyout required by Section
         8.9;

                  (j)      The intellectual property assignment from KJS
         required by Section 3.13;

                  (k)      A stock certificate and stock transfer power for
         Sole's 1,000,000 shares of SOL;

                  (l)      A resignation signed by each of Sole, McGuinness,
         and Powers;

         4.3.     Deliveries by Phoenix at Closing. At the Closing, Phoenix
shall deliver to SOL the following:

                  (a)      The Promissory Note under Section 2.3;

                  (b)      Subscription Agreements for the shares to be
         purchased hereunder, including by the conversion of debt to equity
         under Section 2.3;

                  (c)      The Employment and Non-Competition Agreements
         required by Section 3.4;

                  (d)      The Assignment and Assumption Agreement required by
         Section 3.9;

                  (e)      A cashier's check for $50,000, representing the
         balance of the amount due for Sole's shares;

                  (f)      Opinion of Phoenix's counsel.

5.       REPRESENTATIONS AND WARRANTIES OF SOL, THE MANAGEMENT GROUP, AND KJS.

SOL and each member of the Management Group hereby represents and warrants to
Phoenix as follows. These representations and warranties shall survive the
Closing and shall expire on June 30, 2001.

         5.1.     Organization and Standing; Charter and Bylaws. SOL is a
corporation duly organized and validly existing under, and by virtue of, the
laws of the State of New York and is in good standing under such laws. SOL is
qualified to do business as a foreign corporation in every jurisdiction in
which the failure to so qualify would have a Material Adverse Effect. SOL has
the requisite corporate power and authority to own and operate its properties
and assets and to carry on its business as presently conducted. The Disclosure
Memorandum contains true and accurate copies of the Articles of Incorporation
and Bylaws of SOL as presently in effect.

         5.2.     Officers and Directors. The current officers and directors of
SOL are listed in the Disclosure Memorandum.

         5.3.     Corporate Power. SOL has all requisite legal and corporate
power and authority to enter into this Agreement and, when the required
amendment to its articles of incorporation has been adopted and filed, to sell
and issue the shares of its common stock to be issued hereunder, and to carry
out and perform its other obligations under the terms of this Agreement.

         5.4.     Subsidiaries and Affiliates. SOL does not own or control,
directly or indirectly, any interest or investment in any corporation,
partnership, association, or other form of business entity.

         5.5.     Capitalization. The authorized capital stock of SOL consists
of 10 million shares of common stock, of which 3.3 million are issued and
outstanding, and 750 thousand shares of


                                       7
<PAGE>   8


preferred stock, all of which are issued and outstanding. All such issued and
outstanding shares have been duly authorized and validly issued, are fully paid
and nonassessable, are owned beneficially and of record by the shareholders and
in the amounts set forth in the Disclosure Memorandum, and have been offered,
issued, sold, and delivered by SOL in compliance with all federal and state
securities laws, rules, and regulations. Except as shown on the Disclosure
Memorandum, there are no outstanding rights, options, warrants, conversion
rights, or agreements for the purchase or acquisition from SOL of any shares of
its capital stock other than the rights created by this Agreement. Except as
expressly contemplated by this Agreement and set forth in the Disclosure
Memorandum, there are not, and immediately upon consummation of the
transactions contemplated hereby at Closing, there will be, preemptive or
similar rights to purchase or otherwise acquire shares of capital stock of SOL
pursuant to any provision of law, the Articles of Incorporation of SOL, the
Bylaws of SOL, or any agreement to which SOL is a party that has not been
effectively waived. Except as set forth in the Disclosure Memorandum there is
not, and immediately upon the consummation of the transactions contemplated
hereby at the Closing, there will not be any, agreement, restriction, or
Encumbrance (such as a right of first refusal, right of first offer, proxy,
voting trust, or voting agreement) with respect to the sale or voting of any
shares of capital stock of SOL, whether outstanding or issuable upon conversion
or exercise of outstanding securities.

         5.6.     Authorization. All corporate action on the part of SOL and
its directors, officers and shareholders necessary (i) for the authorization,
execution, delivery and performance of all its obligations under this Agreement
and any document contemplated hereby and (ii) for the authorization, issuance
and delivery by SOL of the shares to be issued hereunder, has been (or will be)
taken prior to the Closing. This Agreement constitutes the valid and binding
obligations of SOL and the Management Group and is or will be enforceable
against each of them in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency or other laws affecting
the enforcement of creditors' rights generally, and except that the
availability of the remedy of specific performance or other equitable relief is
subject to the discretion of the court before which any proceeding therefor may
be brought.

         5.7.     Validity of Stock. When issued, sold and delivered in
compliance with the provisions of this Agreement, all shares to be issued
hereunder will be duly authorized, validly issued, fully paid, and
nonassessable, will be free of any liens or encumbrances, and will not be
subject to any preemptive rights, rights of first refusal or redemption rights
created by or through SOL, other than as provided herein and in the Articles of
Incorporation of SOL.

         5.8.     Disclosure. No representation or warranty by SOL or the
Management Group in this Agreement or in any written statement or certificate
furnished to Phoenix in connection with the transactions contemplated by this
Agreement contains, or will contain, any untrue statement of a material fact or
omits, or will omit, to state a material fact necessary to make the statements
made not misleading in light of the circumstances under which they were made.
SOL and the Management Group have responded to all due diligence inquiries by
Phoenix truthfully and accurately and are not aware of any material fact or
circumstance which has not been disclosed to Phoenix and which they know does
or which they currently know will have a substantial Material Adverse Effect on
the business, operations, assets, or liabilities of SOL.

         5.9.     Financial Statements. SOL has furnished Phoenix with (a)
audited balance sheets of SOL as of June 30, 1998, together with statements of
income and cash flows for the period then ended,


                                       8
<PAGE>   9


(b) unaudited balance sheets of SOL as of December 31, 1998 and December 31,
1999, together with statements of income and cash flow for the twelve-month
periods then ended, and (c) an unaudited balance sheet as of June 30, 1999,
together with statements of income and cash flow for the six-month period then
ended (collectively the "Financial Statements"). The Financial Statements have
been prepared in accordance with generally accepted accounting principles
("GAAP") consistently applied and fairly present the financial position of SOL
and the results of its operations as of the dates and for the periods
indicated. Copies of the Financial Statements are set forth in the Disclosure
Memorandum.

         5.10.    Changes. Except as disclosed in the Disclosure Memorandum and
for the transactions contemplated by this Agreement, since June 30, 1999 there
has not been:

                  (a)      any occurrence outside of the ordinary course of
         business which has or would have a Material Adverse Effect on SOL;

                  (b)      any material change (individually or in the
         aggregate), except in the ordinary course of business, in the
         contingent obligations of SOL by way of guaranty, endorsement,
         indemnity, warranty, or otherwise;

                  (c)      any damage, destruction, or loss, whether or not
         covered by insurance, materially and adversely affecting the
         properties or business of SOL;

                  (d)      any loans made by SOL to its employees, officers, or
         directors or members of their immediate families other than travel
         advances and other similar business purpose loans made in the ordinary
         course of business;

                  (e)      any material transaction by or involving SOL which
         was not in the ordinary course of business;

                  (f)      any change or amendment to any material contract by
         which SOL or any of its material assets are bound or subject;

                  (g)      any mortgage, pledge, sale, assignment or transfer
         of any material tangible or intangible assets of SOL, except, with
         respect to tangible assets, in the ordinary course of business
         consistent with past practices;

                  (h)      any increases in the compensation of any of SOL's
         officers or directors other than in the ordinary course of business;

                  (i)      any declaration or payment of any dividend or other
         distribution of the assets of SOL;

                  (j)      any issuance or sale by SOL of any shares of common
         stock or other securities;

                  (k)      any resignation or termination of employment of any
         officer or key employee of SOL and SOL does not know of any impending
         resignation or termination of employment of any officer or key
         employee;

                  (l)      any agreement or commitment by SOL to do any of the
         things described in this Section;

                  (m)      any material negative change in the relationship
         with any of SOL's customers.


                                       9
<PAGE>   10


         5.11.    Assets.
                  (a)      Description. The Disclosure Memorandum sets forth a
         list of all of the assets of SOL (whether owned or leased), including
         all personal property and leasehold improvements, including a general
         description of such assets (if necessary) and their location.

                  (b)      Title. Except as set forth in the Disclosure
         Memorandum, SOL has good, valid and marketable title to all of the
         assets listed in the Disclosure Memorandum, free and clear of any and
         all liens or Encumbrances.

                  (c)      Possession. Except as set forth in the Disclosure
         Memorandum, all of the assets listed in the Disclosure Memorandum are
         on SOL's premises, in their possession and control and no one else has
         any right, title or interest in any property or asset now used or
         proposed to be used by SOL in SOL's Business.

                  (d)      Necessary. The assets of SOL reflected on the
         Disclosure Memorandum are all the assets necessary to conduct SOL's
         business after the Closing in the same manner as it has been
         conducted, and all such assets are in the possession of SOL.

         5.12.    Debts. The Disclosure Memorandum contains a list of all of
the currently outstanding debts of SOL, including but not limited to, loans,
guarantees, extensions of credit, conditional sales, or security arrangements.
All instruments evidencing indebtedness are included in the Disclosure
Memorandum.

         5.13.    Material Liabilities. Except as disclosed in Exhibit 5.13,
SOL has no debts, liabilities, accounts payable or obligations whatsoever,
absolute or contingent.

         5.14.    Contracts and Commitments. Other than this Agreement or as
set forth in the Disclosure Memorandum attached hereto, SOL has no contracts,
agreements or instruments to which it is a party and that involve either (i) a
commitment by, or revenue to, SOL in excess of $5,000 annually or (ii)
provisions restricting or affecting the development, manufacture or
distribution of SOL's products or services. To SOL's knowledge, all material
contracts, agreements, or instruments to which SOL is a party are set forth in
the Disclosure Memorandum and are valid and binding upon SOL and the other
parties, and are in full force and effect and enforceable in accordance with
their terms, and neither SOL nor any other party has breached any provision of,
or is in default under, the terms thereof, and there are no existing facts or
circumstances that would prevent the work in process of SOL or its contracts
and agreements from maturing in due course into fully collectible accounts
receivable. SOL has complied with all applicable statutes, ordinances, rules,
regulations and orders relating to seeking, bidding, obtaining, performing
under or otherwise complying with, contracts with governmental and
quasi-governmental authorities, agencies or other entities, except for such
noncompliance that would not have a Material Adverse Effect.

         5.15.    Protection of Intellectual Property Generally. The Disclosure
Memorandum sets forth a complete list and summary description of all registered
and unregistered trademarks, trade or company names, service marks, service
names, brand names and registrations, and applications for registrations; all
registered copyrights; and all patents and all patent applications, if any - in
each case used or intended to be used in the business of SOL, together with a
complete list of all licenses granted by or to SOL with respect to any of the
above. SOL validly owns or is validly licensed to use all material inventions,
processes, know-how, formulas, patterns, designs, and trade secrets that are
used in the conduct of its business as now conducted. In addition, SOL has been
assigned and


                                      10
<PAGE>   11


owns or has obtained licenses for any such intellectual property that was
developed by any employee, contractor or any other individual and that is
material to SOL's business. All such rights and all rights listed in the
Disclosure Memorandum are valid and enforceable and are free from any security
interest, lien or encumbrance or any default on the part of SOL, and are not
now involved in any pending or, to the knowledge of SOL, threatened
interference proceeding. No option, license, sublicense or other agreement has
been granted in respect of any patent, trademark, brand name, trade secret,
copyright or pending application, except as noted in the Disclosure Memorandum.
The operations of SOL and its use of the technology presently used by it do not
infringe on any patent, trademark, service mark, trade or company name or
application therefor, trade secret or any other related technological right of
any other person. None of the rights of SOL described in this Section will be
impaired in any way by the transactions provided for herein; and all of such
rights will be fully enforceable by SOL after the Closing without the consent
or agreement of any other party. SOL does not believe it is or will be
necessary to utilize any inventions of any of its employees (or people it
currently intends to hire) made prior to their employment by SOL. To the extent
such software is material to operations of SOL or cannot be replaced at a
reasonable cost, any software developed or owned by SOL (except for
off-the-shelf shrinkwrapped software that is or was commercially available), or
used in the conduct of the business of SOL as presently conducted and as
currently proposed to be conducted, to SOL's knowledge, will (i) accurately
process date related information before, during and after January 1, 2000,
including accepting the date input, providing the date output, and performing
calculations on dates or portions of dates; (ii) function without interruption
before, during and after January 1, 2000 without any change in operation; (iii)
respond to two digit date input in a way that resolves any ambiguity as to
century in a defined manner; and (iv) store and provide output date information
in ways that are unambiguous as to century.

         5.16.    Compliance with Other Instruments. SOL is not in violation of
any term of its Articles of Incorporation or Bylaws or of any provision of any
mortgage, indenture, contract, agreement or instrument to which it is a party
or by which it or its material assets are bound; or any judgment, decree or
order binding upon SOL, which violation would have a Material Adverse Effect.
Neither the execution, delivery, and performance under, and compliance with
this Agreement, nor the issuance of the shares to be issued hereunder, will
result in any such violation or be in conflict with or constitute a material
default under any of the terms or provisions described in the first sentence of
this section, or result in the creation of any mortgage, pledge, lien,
encumbrance or charge upon any of the material properties or assets of SOL
pursuant to any such term or provision. To the knowledge of SOL, no employee of
SOL is in violation of any term of any employment contract, patent or trade
secret disclosure agreement or any other contract or agreement relating to the
right of any such employee to be employed by SOL because of the nature of the
business conducted or to be conducted by SOL.

         5.17.    Litigation and Other Proceedings. Except as set forth in the
Disclosure Memorandum, there are no actions, proceedings or investigations
pending against SOL (other than actions, proceedings or investigations of which
SOL has not received notice) or its properties (or, to the knowledge of SOL,
any basis therefor or threat thereof). The foregoing includes, without limiting
its generality, actions pending or, to the knowledge of SOL, threatened
involving the prior employment of any of SOL's employees or their use in
connection with SOL's business of any information or techniques allegedly
proprietary to any of their former employers.


                                      11
<PAGE>   12


         5.18.    Employees. SOL's employees and their current annualized
compensation including all bonuses and incentive payments expected to be paid
in 1999 are listed in the Disclosure Memorandum. Except as contemplated by this
Agreement or included in the Disclosure Memorandum, SOL has no employment
contracts with any of its employees not expressly terminable at will and no
collective bargaining agreements covering any of its employees. Further, SOL
has no policies, procedures or handbooks providing for other than at-will
employment. SOL is not aware of any proposed, threatened or actual union
organization activity affecting SOL's current or prospective operations. All of
SOL's employees are subject to written agreements concerning confidentiality
and assignment of work product.

         5.19.    Registration Rights. SOL is not under any obligation to any
third party to register any of its presently outstanding securities or any of
its securities that may hereafter be issued pursuant to this or any other
existing agreement.

         5.20.    Governmental Consents. Except for the filing of the amendment
as contemplated by Section 3.2, no consent, approval or authorization of, or
registration, declaration, designation, qualification or filing with, any
governmental authority on the part of SOL is required in connection with the
valid execution and delivery of this Agreement, the offer, sale or issuance of
the shares by SOL to be issued hereunder, or the consummation of any other
transaction contemplated hereby other than as provided by applicable securities
laws.

         5.21.    Customers and Suppliers. All customers and suppliers to SOL
are listed in the Disclosure Memorandum. Except as disclosed in the Disclosure
Memorandum attached hereto, SOL has no knowledge that any customer or supplier
has taken, or contemplates taking, any steps that could disrupt the business
relationship of SOL with such customer or supplier, or could result in a
diminution in the value of SOL in a manner that, in either event, would have a
Material Adverse Effect on SOL.

         5.22.    Licenses and Permits; Compliance with Law; Environmental
Laws.

                  (a)      SOL holds all material licenses, certificates,
         permits, franchises and rights from all appropriate federal, state or
         other public authorities necessary for the conduct of its business and
         the use of its assets. SOL has conducted, and is presently conducting,
         its business so as to comply in all material respects with all
         applicable statutes, ordinances, rules, regulations and orders of any
         governmental authority. SOL is not presently charged with or, to the
         knowledge of SOL, under governmental investigation with respect to,
         any actual or alleged violation of any statute, ordinance, rule, or
         regulation. SOL is not presently the subject of any pending or
         threatened adverse proceeding by any regulatory authority having
         jurisdiction over its business, properties, or operations. Neither the
         execution and delivery of this Agreement nor the consummation of the
         transactions contemplated hereby will result in the termination of any
         such license, certificate, permit, franchise, or right held by SOL.

                  (b)      SOL is in substantial compliance with all applicable
         foreign, federal, state and local laws and regulations relating to the
         protection of human health and safety or emissions, discharges,
         releases, threatened releases, removal, remediation or abatement of
         pollutants, contaminants, chemicals or industrial, hazardous or toxic
         substances or wastes into or in the environment (including, without
         limitation, air, surface water, ground water or land) or otherwise
         used in connection with the manufacture, processing, distribution,
         use, treatment, storage, disposal, transport or handling of
         pollutants, contaminants, hazardous or toxic


                                      12
<PAGE>   13


         substances or wastes, as defined under such applicable laws
         ("Environmental Laws"). SOL has received all permits, licenses or
         other approvals required of it under applicable Environmental Laws to
         conduct its business. SOL is in material compliance with all terms and
         conditions of any such permit, license, or approval.

                  (c)      There is no substance designated a "hazardous
         substance" by any Environmental Law, including asbestos, petroleum,
         urea formaldehyde insulation and petroleum by-products ("Hazardous
         Substance") known by SOL to be present at any of the real property
         currently owned or leased by SOL; and with respect to such real
         property, to the knowledge of SOL, there has not occurred any release
         or any threatened release of a Hazardous Substance or any discharge or
         threatened discharge of any Hazardous Substance into the ground,
         surface or navigable waters, which discharge or threatened discharge
         violates any federal, state, local or foreign laws, rules or
         regulations concerning water pollution.

                  (d)      SOL has not disposed of, transported or arranged for
         the transportation or disposal of any Hazardous Substance where, to
         SOL's knowledge, such disposal, transportation or arrangement would
         give rise to liability pursuant to any Environmental Law.

         5.23.    Tax Matters. SOL has accurately prepared and timely filed all
income and other tax returns that are required to be filed, and has paid, or
made provision for the payment of, all taxes that have or may have become due
pursuant to said returns or pursuant to any assessment that has or may be
received from any taxing authority for the period through June 30, 1999. There
are no outstanding agreements by SOL for the extension of time for the
assessment of any tax. The United States income tax returns of SOL (if any)
have not been audited by the Internal Revenue Service. No deficiency assessment
or proposed adjustment of SOL's United States income tax or state or municipal
taxes (if any) is pending, and SOL has no knowledge of any proposed liability
for any tax to be imposed upon SOL's properties or assets for which there is
not an adequate reserve reflected in the June 30, 1999 financial statements.

         5.24.    Leases. The Disclosure Memorandum contains a complete and
accurate list of all leases (including any capital leases) and lease-purchase
arrangements pursuant to which SOL leases real or personal property from
others. Except as set forth in the Disclosure Memorandum, SOL's possession of
such property has not been disturbed, nor has any claim been asserted against
SOL adverse to its rights in such leasehold interests.

         5.25.    Indebtedness to Directors and Officers; Interested Party
Transactions. Except as disclosed on the Disclosure Memorandum, SOL is not
indebted to any of its directors or officers or party to any contract with any
affiliate of its directors or officers, and no director or officer has a claim
of any nature against SOL except for compensation due for current pay periods.
All such claims are valid, in accordance with GAAP, and have supporting
documentation. To SOL's knowledge, no officer, director or significant
shareholder of the Company or any affiliated or associated person or entity of
any such person or any entity SOL has or has had, either directly or
indirectly, (a) a material interest in any person or entity that (i) furnishes
or sells services or products that are furnished or sold or are proposed to be
furnished or sold by the Company, or (ii) purchases from or sells or furnishes
to the Company any goods or services, or (b) a beneficial interest in any
material contract or agreement to which the Company is a party or by which it
may be bound. Except as set forth on the Disclosure Memorandum, there are no
existing material arrangements or


                                      13
<PAGE>   14


proposed material transactions between the Company and any officer, director or
shareholder or any affiliate or associate of any such person

         5.26.    Employment; No Conflicting Agreements. To SOL's knowledge,
none of its officers, directors, and key employees of SOL are obligated under
any contract (including licenses, covenants, or commitments of any nature) or
other agreement, or subject to any judgment, decree or order of any court or
administrative agency, that would conflict with his or her obligation to use
his or her best efforts to promote the interests of SOL, or that would conflict
with the business of SOL as presently, or proposed to be, conducted.

         5.27.    Employee Benefit Plans and Arrangements.

                  (a)      List of Plans and Obligations. The Disclosure
         Memorandum sets forth a complete and accurate list and description of
         all plans, arrangements, agreements, commitments, promises and other
         obligations of SOL, including but not limited to pension, retirement,
         profit-sharing, deferred compensation, stock option, employee stock
         ownership, severance pay, vacation, sick leave without compensation,
         bonus and other incentive plans, every medical, vision, dental and
         other health plan, every life insurance plan and every other written
         or unwritten employee program, arrangement, agreement or
         understanding, commitment or method of contribution or compensation,
         whether formal or informal, whether funded or unfunded, and other
         obligations under which SOL has been, or will be obligated to provide
         benefits to any current or former Employee, retiree, director,
         independent contractor, shareholder, officer, consultant or other
         beneficiary, or dependent, spouse or other family member or
         beneficiary of such Employee, retiree, director, independent
         contractor, shareholder, officer, consultant or other beneficiary, of
         SOL whether during their employment with SOL or after the termination
         of such employment (the "Plans" and the "Beneficiaries",
         respectively).

                  (b)      Compliance. To the knowledge of SOL, all of the
         Plans have been maintained, funded and administered in compliance, in
         all respects, with all laws, rules, and regulations including but not
         limited to the Employee Retirement Income Security Act of 1974, as
         amended ("ERISA") and the Internal Revenue Code of 1986, as amended
         and all regulations and rulings related thereto. There are no
         penalties, interest or taxes related to the Plans due to any federal
         or state authority.

                  (c)      No Liabilities or Obligations. Except as reflected
         on the June 30, 1999 financial statements, or as otherwise set forth
         on the Disclosure Memorandum, SOL has no liabilities or obligations to
         any Beneficiaries, governmental authorities or any other parties
         arising out of or relating to the Plans.

                  (d)      No Payments. Except as set forth in the Disclosure
         Memorandum, the consummation of the transactions contemplated by this
         Agreement will not (i) entitle any employee of SOL to any severance
         pay, unemployment compensation or any other payment contingent upon a
         change in control or ownership of SOL or its assets or (ii) accelerate
         the time of payment or vesting or increase the amount of any
         compensation or benefit due to any employee.

                  (e)      No Multi-Employer Plans. None of the Plans are a
         multi-employer plan, as defined in Section 3(37) of ERISA.


                                      14
<PAGE>   15


         5.28.    Minute Books. The minute books of SOL provided to Phoenix
contain a complete summary of all meetings of directors and shareholders since
the time of its organization and reflect all transactions referred to in such
minutes accurately in all material respects.

         5.29.    Brokers. Neither SOL nor any of the officers, directors,
employees or significant shareholders of SOL has employed any broker or finder
in connection with the transactions contemplated by this Agreement.

KJS and Sole hereby represents and warrants to Phoenix as follows. These
representations and warranties shall survive the Closing and shall expire on
June 30, 2001.

         5.30.    Organization and Standing; Charter and Bylaws. KJS is a
corporation duly organized and validly existing under, and by virtue of, the
laws of the State of New York and in good standing under such laws. KJS has the
requisite corporate power and authority to own and operate its properties and
assets and to carry on its business as presently conducted. The Disclosure
Memorandum contains true and accurate copies of the Articles of Incorporation
of KJS as presently in effect.

         5.31.    Officers and Directors. The current officers, directors, and
shareholders of KJS are listed in the Disclosure Memorandum.

         5.32.    Corporate Power. KJS has all requisite legal and corporate
power and authority to enter into this Agreement.

6.       CONDUCT OF BUSINESS PRIOR TO CLOSING

Pending the Closing, SOL will operate and conduct its business in accordance
with reasonable practices and will not, except as required or approved by
Phoenix, make or institute any material changes in methods of purchase, sale,
management, distribution, marketing, accounting or operation. SOL shall work
closely with Phoenix and shall present a revised business plan, including
operational budget for Phoenix's approval, which will not be unreasonably
delayed or withheld. Pursuant thereto and not in limitation of the foregoing:

         6.1.     Maintenance of Assets, Permits, Business. SOL shall maintain
its assets in their present state of repair (ordinary wear and tear excepted),
shall use its best efforts to keep available the services of its employees,
continue in all contractual obligations in accordance with its respective terms
and preserve the goodwill, if any, of its business and relationships with the
customers, licensors, suppliers, distributors and brokers with whom it has
business relations. SOL shall maintain all permits and shall obtain any permit
or license required to conduct any of SOL's business prior to the Closing.

         6.2.     Notice of Disputes. SOL shall promptly advise Phoenix of the
details of any disputes, claims, actions, suits, or proceedings pertaining to
or otherwise adversely affecting SOL's business, affairs, assets, or contracts.

         6.3.     No Action Without Consent. SOL shall not take any of the
following actions after the date of this Agreement except with the prior
written consent of Phoenix:

                  (a)      sell, assign, transfer or otherwise dispose of any
         material assets;

                  (b)      materially affect the carrying value of any existing
         liability or enter into any arrangement to assume liabilities (except
         as required in the ordinary course of business);


                                      15
<PAGE>   16


                  (c)      purchase or commit to purchase any capital asset for
         a price exceeding $1,000;

                  (d)      enter into any leasing arrangement for any real
         property or any personal property;

                  (e)      enter into or modify any contractual arrangement
         with directors, officers, or managers or any material contract with
         employees or consultants;

                  (f)      increase or announce any increase of salaries, wages
         or benefits for directors, officers, managers or employees (except as
         required in the ordinary course of business; such as anniversary date
         salary or wage increases consistent with reasonable past practice), or
         hire, commit to hire or terminate any employee;

                  (g)      amend its Articles of Incorporation or Bylaws;

                  (h)      incur, assume or guarantee any material obligation
         or liability for borrowed money, or exchange, refund or renew any
         outstanding indebtedness in such a manner as to reduce the principal
         amount of such indebtedness and increase the interest rate or balance
         outstanding;

                  (i)      cancel any material debts owed to it;

                  (j)      amend or terminate any material agreement, including
         any employee benefit plan (except as otherwise contemplated by this
         Agreement) or any insurance policy, in force on the date hereof;

                  (k)      solicit or entertain any offer for, sell or agree to
         sell, or participate in any business combination with respect to any
         of its shares;

                  (l)      make any changes in accounting methods, principles
         or practices;

                  (m)      do any act, omit to do any act or permit any act
         within its control which will cause a material breach or untruth of
         any warranty or obligation contained in this Agreement or any
         obligations contained in any contract;

                  (n)      issue substitute share certificates to replace
         certificates which have been lost, misplaced, destroyed, stolen or are
         otherwise irretrievable, unless an adequate bond or indemnity
         agreement approved by Phoenix has been duly executed and delivered to
         SOL; or

                  (o)      enter into any material contract or commitment
         which, if it had been entered into prior to execution of this
         Agreement, would have been required to be disclosed in the Disclosure
         Memorandum.

         6.4.     Additional Covenants. Provided that funding is provided by
Phoenix as required under Section 3.1, SOL shall:

                  (a)      promptly pay and discharge, or cause to be paid and
         discharged, when due and payable, all lawful taxes, assessments and
         governmental charges or levies imposed upon the income, profits,
         property or business of SOL or any subsidiary; provided, however, that
         any such tax, assessment, charge or levy need not be paid if the
         validity thereof shall currently be contested in good faith by
         appropriate proceedings, and if SOL shall have set aside on its books
         adequate reserves with respect thereto; and provided, further, that
         SOL shall pay all such taxes, assessments, charges or levies forthwith
         upon the commencement of proceedings to foreclose any lien that may
         have attached as security therefor;


                                      16
<PAGE>   17


                  (b)      promptly pay, or cause to be paid, when due, in
         conformance with customary trade terms, all other indebtedness
         incident to the operations of SOL and its subsidiaries, if any;

                  (c)      keep its material properties and those of its
         subsidiaries, if any, in good repair, working order and condition,
         reasonable wear and tear excepted, and from time to time make all
         necessary and proper repairs, renewals, replacements, additions and
         improvements thereto;

                  (d)      comply, and cause its subsidiaries, if any, to
         comply, in all material respects, at all times with the provisions of
         all leases to which any of SOL and its subsidiaries is a party or
         under which any of them occupies real property;

                  (e)      keep its material assets and those of its
         subsidiaries that are of an insurable character insured by reputable
         insurers against loss or damage by fire and explosion in amounts
         customary for companies in similar businesses similarly situated; and
         maintain, with financially sound and reputable insurers, insurance
         against other hazards and risks and liability to persons and property
         to the extent and in the manner customary for companies in similar
         businesses similarly situated;

                  (f)      keep true records and books of account in which
         full, true and correct entries will be made in all material respects
         of all material dealings or transactions in relation to its business
         and affairs;

                  (g)      duly observe and conform to, and cause its
         subsidiaries, if any, to so observe and conform to, in all material
         respects, all valid requirements of governmental authorities relating
         to the conduct of their businesses or to their property or assets;

                  (h)      maintain in full force and effect its corporate
         existence, rights and franchises and use its commercially reasonable
         efforts to maintain in full force and effect all licenses and other
         rights to use patents, processes, licenses, trademarks, service marks,
         trade names or copyrights owned or possessed by it or any subsidiary
         and necessary to the conduct of its business;

7.       PURCHASER'S REPRESENTATIONS.

         7.1.     Organization and Standing; Charter and Bylaws. Phoenix is a
corporation duly organized and validly existing under, and by virtue of, the
laws of the State of Florida and in good standing under such laws.

         7.2.     Corporate Power. Phoenix shall use its best efforts to obtain
all requisite legal and corporate power and authority to carry out and perform
its obligations under the terms of this Agreement and all agreements to be
delivered at the Closing, including issuing the shares and options to be issued
hereunder.

         7.3.     Authorization. All corporate action on the part of Phoenix
and its directors, officers and shareholders necessary for the authorization,
execution, delivery and performance of all its obligations under this Agreement
and any document contemplated hereby has been (or will be) taken prior to the
Closing. This Agreement and each agreement contemplated hereunder constitutes
the valid and binding obligations of Phoenix and is or will be enforceable
against Phoenix in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency or other laws affecting
the enforcement of creditors' rights generally, and except that the
availability of the remedy of specific performance or other equitable relief is
subject to the discretion of the court before which any proceeding may be
brought.


                                      17
<PAGE>   18


         7.4.     Compliance with Other Instruments. Phoenix is not in
violation of any term of its Articles of Incorporation or Bylaws or of any
provision of any mortgage, indenture, contract, agreement or instrument to
which it is a party or by which it or its material assets are bound; or any
judgment, decree or order binding upon Phoenix, which violation would prevent
or delay Phoenix from performing under the terms of this Agreement. Neither the
execution, delivery, and performance under, nor compliance with this Agreement,
will result in any such violation or be in conflict with or constitute a
material default under any of the terms or provisions described in the first
sentence of this section.

         7.5.     Governmental Consents. No consent, approval or authorization
of, or registration, declaration, designation, qualification or filing with,
any governmental authority on the part of Phoenix is required in connection
with the valid execution and delivery of this Agreement, or the consummation of
any transaction contemplated hereby other than as provided by applicable
securities laws.

8.       CONDITIONS TO CLOSING BY PHOENIX.

The obligation of Phoenix to complete the transaction contemplated herein at
the Closing is subject to the fulfillment to its reasonable satisfaction on or
prior to the Closing Date of the following conditions:

         8.1.     Representations and Warranties Correct. The representations
and warranties made by SOL herein shall be true and correct in all material
respects when made and shall be true and correct in all material respects at
the time of Closing with the same force and effect as if they had been made at
the Closing.

         8.2.     Performance. All covenants, agreements and conditions
contained in this Agreement to be performed or complied with by SOL, KJS, or
the Management Group on or prior to the Closing Date shall have been performed
or complied with in all material respects. All documents required by Section
4.2 shall have been executed and delivered by the proper parties.

         8.3.     Filing of Charter Amendment. The amendments to SOL's articles
of incorporation shall have been properly filed with and accepted by the State
of New York Department of State prior to the Closing.

         8.4.     Compliance Certificate. Phoenix shall have received a
certificate executed by the President of SOL, dated the Closing Date,
certifying that the conditions specified in Sections 8.1 through 8.3 hereof
have been fulfilled.

         8.5.     Opinion of SOL's Counsel and Opinion of KJS' counsel. Phoenix
shall have received from counsel to SOL, in form and substance reasonably
satisfactory to Phoenix and their counsel, a favorable opinion addressed to
Phoenix, dated as of the Closing, as to the matters which are usual and
customary for such transactions. Phoenix shall have received from counsel to
KJS, in form and substance reasonably satisfactory to Phoenix and their
counsel, a favorable opinion addressed to Phoenix, dated as of the Closing, as
to the matters which are usual and customary for such transactions.

         8.6.     Shareholder Approval. SOL's Board of Directors and a majority
of its shareholders shall have approved the amendments to SOL's Articles of
Incorporation required by Section 3.2, and the each of the Minority
Shareholders shall have executed a Stock Rights Agreement.


                                      18
<PAGE>   19


         8.7.     OSI Release. SOL shall have used good faith and diligent
efforts to obtain a fully executed release and settlement agreement from OSI
relating to the dispute regarding Harry Epstein's non-compete agreement.

         8.8.     Option Buy-Out. SOL shall have purchased and cancelled any
and all outstanding options to purchase SOL shares, including the option
granted to Steve Moore.

         8.9.     Corporate Approval. Phoenix shall have received the approval
of its Board of Directors to perform its obligations hereunder, including the
authority to issue the shares to be issued hereunder and pursuant to the Rights
Agreement.

9.       CONDITIONS TO CLOSING BY SOL.

         The obligation of SOL to complete the transactions contemplated herein
at the Closing is subject to the fulfillment on or prior to the Closing Date of
the following conditions:

         9.1.     Representations. The representations made by Phoenix herein
shall be true and correct when made and shall be true and correct at the time
of Closing with the same force and effect as if they had been made on and as of
the Closing.

         9.2.     Performance. All covenants, agreements and conditions
contained in this Agreement to be performed by or complied with by Phoenix on
or prior to the Closing shall have been performed or complied with in all
respects. All documents required by Section 4.3 shall have been executed and
delivered by Phoenix.

         9.3.     Compliance Certificate. SOL shall have received a certificate
executed by the President of Phoenix, dated the Closing Date, certifying that
the conditions specified in Sections 9.1 and 9.2 hereof have been fulfilled.

         9.4.     Opinion of Phoenix's Counsel. SOL, Sole, and KJS shall have
received from counsel to Phoenix, in form and substance reasonably satisfactory
to SOL and their counsel, a favorable opinion addressed to Phoenix, dated as of
the Closing, as to matters which are usual and customary for such transactions.

         9.5.     Corporate Authority. Phoenix shall have received all required
corporate authorizations necessary or required to perform its obligations
hereunder and under all of the agreements to be delivered at Closing.

10.      INDEMNIFICATION

         10.1.    By the Management Group and Minority Shareholders. The
Management Group and SOL shall indemnify, reimburse and hold harmless Phoenix,
its affiliates and any successor or assigns (the "Indemnified Persons") for any
and all claims, losses, liabilities (actual or contingent), damages, costs
(including court costs), and expenses (including all attorneys' and
accountants' fees and expenses) (hereinafter "Loss" or "Losses"), as a result
of or in connection with any breach, inaccuracy, or untruth of any
representation or warranty by the Management Group or SOL made in this
Agreement, whether such breach, inaccuracy, or untruth exists or is made on the
date of this Agreement or as of the Closing, or as a result of or in connection
with claims made by OSI with regard to the employment of Harry Epstein. KJS
shall indemnify, reimburse, and hold harmless the Indemnified Persons for any
and all Losses as a result of or in connection with any breach of or
noncompliance by KJS or the Management Group of any covenant or agreement of
KJS contained


                                      19
<PAGE>   20


in this Agreement. Notwithstanding the foregoing, no claim for indemnification
may be made by Phoenix unless and until the cumulative total of all Losses
exceeds $10,000. Once Losses exceed such amount, Phoenix may recover all
Losses. The foregoing limitation shall not apply to any Loss either
intentionally caused by SOL or which SOL had prior knowledge, including any
claim by OSI in relation to Harry Epstein. Losses shall be satisfied as
follows: (i) KJS and members of the Management Group shall transfer their SOL
shares to Phoenix to satisfy Losses; (ii) if the SOL shares owned by the
Management Group and KJS are insufficient to satisfy all Losses, the Minority
Shareholders shall transfer their SOL shares to Phoenix to satisfy Losses; and
(iii) if the SOL shares owned by the Minority Shareholders are insufficient to
satisfy all Losses, then the members of the Management Group shall each be
responsible for the balance, to the extent that they actually knew of the fact
or circumstance giving rise to the Loss. For purposes of satisfying Losses, SOL
shares shall have a value equal to $600,000 divided by the total number of SOL
shares held by the Management Group and the Minority Shareholders immediately
following the dividend contemplated by Section 3.3.

         10.2.    Notification. Each party undertakes to notify the others
without delay of the occurrence of any event which constitutes, or may with the
passage of time constitute, an event entitling any person to indemnification
under Section 10.1 or Section 10.6.

         10.3.    Notice of Claim. To seek indemnification hereunder, an
Indemnified Person shall notify SOL of any claim for indemnification,
specifying in reasonable detail the nature of the Loss and the amount or an
estimate of the amount thereof.

         10.4.    No Prejudice. Nothing herein shall prevent an Indemnified
Person from making a claim for a Loss hereunder notwithstanding its knowledge
of the Loss or possibility of the Loss on, prior to, or after the Closing Date.

         10.5.    Other Rights. The indemnities granted hereunder are in
addition to, and not in substitution for, any other right or remedy an
Indemnified Person may now have or may subsequently take or hold, and may be
enforced without first recourse to such other right or remedy and without
taking any steps or proceedings in connection therewith, and notwithstanding
any rule of law or equity or statutory provision to the contrary.

         10.6.    By Phoenix. Phoenix shall indemnify, reimburse and hold
harmless Sole, Powers, McGuinness, and KJS, and their respective affiliates and
successor or assigns for any and all claims, losses, liabilities (actual or
contingent), damages, costs (including court costs), and expenses (including
all attorneys' and accountants' fees and expenses) as a result of or in
connection with any breach, inaccuracy, or untruth of any representation or
warranty by Phoenix made in this Agreement, whether such breach, inaccuracy, or
untruth exists or is made on the date of this Agreement or as of the Closing

11.      MISCELLANEOUS.

         11.1.    Expenses. Each of SOL, Sole, McGuinness, Powers, and KJS
shall bear its own expenses and legal fees (and expenses and disbursements of
its legal counsel) incurred on its behalf with respect to this Agreement and
the transactions contemplated hereby.

         11.2.    No Waiver. No failure of either party to exercise any of its
rights under any provision of this Agreement or waiver of any breach of the
terms of this Agreement by the other party shall be construed as waiver of such
rights or of any other breach of the same or any other provision hereof.


                                      20
<PAGE>   21


         11.3.    Notices. All notices, requests and other communications
required or permitted to be given or delivered hereunder to either party should
be in writing, and shall be personally delivered, or sent by certified or
registered mail, postage prepaid and addressed, or by overnight courier such as
Federal Express to such party at the address shown on the first page of this
Agreement, or at such other address as shall have been furnished by notice
given in compliance with this section. All notices, requests, and other
communications shall be deemed to have been given upon delivery as evidenced by
the return receipt or delivery records of the courier.

         11.4.    Entire Agreement. The parties agree that this Agreement, and
all exhibits and attachments hereto contain the entire agreement between the
parties concerning the subject matter hereof.

         11.5.    Amendment, Waiver. This Agreement may not be amended or
altered and no rights shall be deemed waived unless such amendment or waiver is
set forth in writing and executed by all parties hereto.

         11.6.    Assignment. This Agreement may not be assigned by either
party without the express written consent of the other party, provided that
either party may assign all of its rights and obligations hereunder to any
successor in interest to all or substantially all of its business or assets
without such consent. This Agreement shall be binding upon and shall inure to
the benefit of each party's permitted successors and assigns.

         11.7.    Severability. If any provision of this Agreement should be
held to be invalid, illegal, or unenforceable, then such provision shall be
construed in such a way as to make such provision enforceable, or this
Agreement shall be construed as if such provision had never been contained
herein, and such invalidity, illegality, or unenforceability shall not affect
any other provision hereof.

         11.8.    Headings. The headings contained in this Agreement are for
convenience only and shall be ignored when interpreting this Agreement and
shall not be construed to alter or change any provision hereof.

         11.9.    Choice of Law. This Agreement shall be governed by the laws
of the State of Florida without regard to its choice of law rules.

         11.10.   Force Majeure. Neither party shall be in default by reason of
any failure in the performance of this Agreement (other than a failure to make
payment when due or to comply with restrictions upon the use of any
confidential information or trade secrets) if such failure arises out of any
act, event, or circumstance beyond the reasonable control of such party,
whether or not otherwise foreseeable. The party so affected will resume
performance as soon as reasonably possible.

         11.11.   Enforcement. If either party brings an action under this
Agreement (including an appeal), the prevailing party shall be entitled to
recover reasonable attorneys' fees and costs.

         11.12.   Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and which when taken
together shall constitute one complete instrument.


                                      21
<PAGE>   22


         IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the day and year first above written.

<TABLE>
<CAPTION>
Phoenix International Ltd., Inc.                     Servers On-Line, Inc.
<S>                                                  <C>

By:  /s/ Bahram Yusefzadeh                           By:   /s/ Kenneth J. Sole
   -----------------------------------------            --------------------------------------------------
         Bahram Yusefzadeh                                     Kenneth J. Sole
         Chairman and Chief Executive Officer                  Chief Executive Officer

<CAPTION>
Management Group:                                     Kenneth J. Sole & Associates, Inc.
<S>                                                  <C>
     /s/ Kenneth J. Sole                              By:  /s/ Kenneth J. Sole
   -----------------------------------------              -------------------------------------------------
         Kenneth J. Sole                                       Kenneth J. Sole
                                                               President



    /s/ Richard T. Powers
   ------------------------------------------
        Richard T. Powers


     /s/ Lisa C. McGuinness
   -------------------------------------------
         Lisa C. McGuinness
</TABLE>

                                      22