SHARE PURCHASE AGREEMENT

Agreement dated as of _______________, 2001, between Exotics.com,
Inc.,  a  corporation organized under the laws of  the  State  of
Nevada  ("EX-NV"),  Exotics.com, Inc.,  a  corporation  organized
under the laws of the State of Delaware ("EX-DE"), and the owners
of  the  Common Stock of EX-DE as listed on Exhibit "A"  of  this
Agreement (the "Delaware Shareholders"), who execute and become a
party to this Agreement.

The parties agree as follows:

1. The Acquisition

   1.1  Tender  and Exchange. Subject to the terms and conditions
        of  this Agreement, at the Closing to be held as provided
        in  Section  2,  EX-NV  shall tender  the  Nevada  Shares
        (defined  below)  to  EX-DE on  behalf  of  the  Delaware
        Shareholders,  and EX-DE shall receive the Nevada  Shares
        from EX-NV, free and clear of all encumbrances other than
        restrictions  imposed  by Federal  and  State  securities
        laws,  and the additional restrictions imposed by Section
        5.24.

   1.2  Transaction.  At  the Closing, EX-NV will  tender  up  to
        8,241,762  shares  of  its  common  stock  (the   "Nevada
        Shares") in exchange for shares of capital stock of EX-DE
        (the "Delaware Shares"). The exchange ratio shall be  two
        shares  of EX-NV common stock for three shares  of  EX-DE
        common  stock.  The  Nevada Shares shall  be  issued  and
        delivered as set forth in Exhibit "A" hereto.

2. The Closing.

   2.1  Place  and  Time. The closing of the instant  transaction
        (the  "Closing")  shall  take place  at  the  offices  of
        Chapman & Flanagan, Ltd. located at 2080 E. Flamingo Rd.,
        Suite  112, Las Vegas, Nevada no later than the close  of
        business (Pacific Daylight Time) on March 7, 2001, or  at
        such  other place, date and time as the parties may agree
        in writing.

   2.2  Deliveries  by  EX-DE  At  the  Closing,  EX-DE  and  the
        Delaware Shareholders shall deliver the following to  EX-
        NV:

        a.   Certificates   representing  the   Delaware   Shares
             registered in the name of EX-NV (without any  legend
             or  other  reference to any Encumbrance) other  than
             those  required  by federal and or state  securities
             law.

        b.   The documents contemplated by Section 3.

        c.   All   other  documents,  instruments  and   writings
             required by this Agreement to be delivered by  EX-DE
             at  the  Closing and any other documents or  records
             relating to EX-DE's business reasonably requested by
             EX-DE in connection with this Agreement.

   2.3 Deliveries  by EX-NV. At the Closing, EX-NV shall  deliver
       the following to EX-DE

       a.  The Nevada Shares as contemplated by section 1, in the
           form specified in Exhibit A.

       b.  The documents contemplated by Section 4.

       c.  All other documents, instruments and writings required
           by this Agreement to be delivered by EX-NV at the Closing
           and any other documents or records relating to EX-NV's
           business reasonably requested by EX-NV in connection with
          this Agreement.

   2.4  Escrow Agent. Chapman & Flanagan, Ltd., shall serve as the
     escrow agent.

      2.4.1     All shares that are to be exchanged as part of this
           Agreement shall be given to the Escrow Agent.
      2.4.2     At the Closing, assuming that all obligations of each
           party have been fulfilled, the Escrow Agent shall complete
           the transfer of all property in his possession in accordance
           with the terms of this Agreement.
      2.4.3     The Escrow Agent shall retain the Delaware Shares and
           the Nevada Shares until EX-NV has completed its obligations
           under Section 6.26.1.a, and no transfer, assignment, or other
           conveyance of the record, beneficial or equitable ownership of
           the Delaware Shares or the Nevada Shares shall occur until that
           time. If these obligations are not completed within the
           appropriate time frames then, upon written notification from EX-
           DE, the Escrow Agent shall return the Delaware Shares to EX-DE
           and the Nevada Shares to EX-NV.

3. Conditions to EX-NV's Obligations.

The  obligations of EX-NV to effect the Closing shall be  subject
to  the  satisfaction at or prior to the Closing of the following
conditions, any one or more of which may be waived by EX-NV:

 3.1  No   Injunction.   There  shall  not  be  in   effect   any
       injunction,  order  or  decree of  a  court  of  competent
       jurisdiction  that  prevents  the  consummation   of   the
       transactions   contemplated  by   this   Agreement,   that
       prohibits  EX-NV's acquisition of the Delaware  Shares  or
       the Nevada Shares or that will require any divestiture  as
       a  result of EX-NV's acquisition of the Delaware Shares or
       that will require all or any part of the business of EX-NV
       to  be  held  separate  and no litigation  or  proceedings
       seeking  the  issuance  of such an  injunction,  order  or
       decree or seeking to impose substantial penalties on EX-NV
       or  EX-DE  if  this  Agreement  is  consummated  shall  be
       pending.

  3.2  Representations,    Warranties   and    Agreements.    The
       representations and warranties of EX-DE set forth in  this
       Agreement  shall  be  true and complete  in  all  material
       respects  as  of the Closing Date as though made  at  such
       time, (b) EX-DE shall have performed, and complied in  all
       material  respects with the agreements contained  in  this
       Agreement required to be performed and complied with by it
       at  or  prior  to  the Closing and (c)  EX-NV  shall  have
       received  a  certificate  to  that  effect  signed  by  an
       authorized representative of EX-DE

  3.3    Regulatory   Approvals.  All  licenses,  authorizations,
    consents, orders and regulatory approvals of Governmental Bodies
    necessary for the consummation of EX-NV's acquisition of  the
    Delaware Shares shall have been obtained and shall be in full
    force and effect.
  3.4    Shareholder Approval. Shareholders holding a minimum of
    ninety percent (90%) of the common stock of EX-DE shall have
    approved of and signed this Agreement.

4. Conditions to EX-DE's and the Delaware Shareholders'
   Obligations.

The  obligations of EX-DE and the Delaware Shareholders to effect
the  Closing shall be subject to the satisfaction at or prior  to
the Closing of the following conditions, any one or more of which
may be waived by EX-DE:

  4.1  No   Injunction.  There  shall  not  be  in   effect   any
       injunction,  order  or  decree of  a  court  of  competent
       jurisdiction  that  prevents  the  consummation   of   the
       transactions   contemplated  by   this   Agreement,   that
       prohibits EX-NV's acquisition of the Delaware Shares or EX-
       DE's receipt of the Nevada Shares or that will require any
       divestiture  as  a  result of EX-NV's acquisition  of  the
       Shares or EX-DE's acquisition of the Nevada Shares or that
       will  require all or any part of the business of EX-NV  or
       EX-DE to be held separate and no litigation or proceedings
       seeking  the  issuance  of such an  injunction,  order  or
       decree or seeking to impose substantial penalties on EX-NV
       or  EX-DE  if  this  Agreement  is  consummated  shall  be
       pending.

  4.2  Representations,    Warranties   and    Agreements.    The
       representations and warranties of EX-NV set forth in  this
       Agreement  shall  be  true and complete  in  all  material
       respects  as  of the Closing Date as though made  at  such
       time,  (b) EX-NV shall have performed and complied in  all
       material  respects with the agreements contained  in  this
       Agreement required to be performed and complied with by it
       at  or  prior  to  the Closing and (c)  EX-DE  shall  have
       received  a  certificate  to  that  effect  signed  by  an
       authorized representative of EX-NV.

  4.3  Legal  Opinion. EX-DE shall have received an opinion  from
       appropriate  counsel to EX-NV dated the Closing  Date,  to
       the  effect  that  EX-NV is a corporation duly  organized,
       validly  existing and in good standing under the  laws  of
       the  State  of  Nevada  and has the  requisite  power  and
       authority  to  own, lease and operate its  properties  and
       corporate  power  to carry on its business  as  now  being
       conducted; all of the outstanding shares of EX-NV are duly
       and  validly issued, fully paid and non-assessable and the
       issuance  of such shares has complied with the  applicable
       Federal  and  State  securities laws and  the  regulations
       promulgated  thereunder; EX-NV is duly  qualified  and  in
       good  standing as a domestic corporation and is authorized
       to  do  business  in all states or other jurisdictions  in
       which such qualification or authorization is necessary and
       there  has  not  been  any claim by  any  other  state  of
       jurisdiction  to  the  effect that EX-NV  is  required  to
       qualify  or  otherwise be authorized to do business  as  a
       foreign corporation therein; all persons who have executed
       or  will execute this Agreement on behalf of EX-NV or  its
       Shareholders have been duty authorized to do  so;  to  the
       best knowledge of such counsel there is no action, suit or
       proceeding and no investigation by any governmental agency
       pending  or  threatened against EX-NV  or  the  assets  or
       business  of  EX-NV  that could have a materially  adverse
       effect on the financial condition of EX-NV or EX-DE

   4.4Regulatory   Approvals.   All   licenses,   authorizations,
      consents,  orders and regulatory approvals of  Governmental
      Bodies   necessary   for   the  consummation   of   EX-NV's
      acquisition  of the Delaware Shares and EX-DE's acquisition
      of  the Nevada Shares shall have been obtained and shall be
      in full force and effect.

5. Representations and Warranties of EX-DE

 EX-DE  (and,  with respect to section 5.4, each of the  Delaware
 Shareholders  with  respect to that shareholder's  shares  only)
 represents and warrants to EX-NV that, to the knowledge  of  EX-
 DE  (which  limitation  shall not apply  to  Section  5.3),  and
 except as set forth in the EX-DE Disclosure Letter:

  5.1  Organization   of  EX-DE;  Authorization.   EX-DE   is   a
       corporation duly organized, validly existing and  in  good
       standing  under  the  laws of Nevada with  full  corporate
       power  and authority to execute and deliver this Agreement
       and  to  perform its obligations hereunder. The execution,
       delivery and performance of this Agreement have been  duly
       authorized by all necessary corporate action of EX-DE  and
       this  Agreement constitutes a valid and binding obligation
       of  EX-DE; enforceable against it in accordance  with  its
       terms.

  5.2  Capitalization.  The  authorized capital  stock  of  EX-DE
       consists of 100,000,000 shares of common stock, $.0001 par
       value,  and no shares of preferred stock. As of  the  date
       hereof  12,362,643  of such common shares  of  EX-DE  were
       issued  and  outstanding. No shares have  been  registered
       under  state or federal securities laws. As of the Closing
       Date,  all of the issued and outstanding shares of  common
       stock  of  EX-DE  are  validly  issued,  fully  paid   and
       nonassessable.

  5.3  No Conflict as to EX-DE Neither the execution and delivery
       of  this Agreement nor the consummation of the sale of the
       Delaware Shares to EX-NV will (a) violate any provision of
       the  certificate of incorporation or by-laws of  EX-DE  or
       (b)  violate, be in conflict with, or constitute a default
       (or  an event which, with notice or lapse of time or both,
       would  constitute a default) under any agreement to  which
       EX-DE is a party or (c) violate any statute or law or  any
       judgment,  decree, order, regulation or rule of any  court
       or other Governmental Body applicable to EX-DE

  5.4  Ownership of Delaware Shares. The delivery of certificates
       to  EX-NV  provided  in Section 2.2 and  the  delivery  of
       certificates  to  EX-DE as provided in  Section  2.3  will
       result  in  EX-NV's immediate acquisition  of  record  and
       beneficial  ownership of 12,362,643 Delaware Shares,  free
       and  clear of all Encumbrances subject to applicable State
       and  Federal  securities laws. There  are  no  outstanding
       options,   rights,   conversion  rights,   agreements   or
       commitments of any kind relating to the issuance, sale  or
       transfer  of any Equity Securities or other securities  of
       EX-DE

  5.5  No  Conflict  as  to EX-DE and Subsidiaries.  Neither  the
       execution   and  delivery  of  this  Agreement   nor   the
       consummation of the acquisition of the Delaware Shares  to
       EX-NV will (a) violate any provision of the certificate of
       incorporation  or by-laws (or other governing  instrument)
       of  EX-DE or any of its Subsidiaries or (b) violate, or be
       in  conflict  with, or constitute a default (or  an  event
       which,  with  notice  or  lapse of  time  or  both,  would
       constitute a default) under, or result in the termination,
       of,  or  accelerate the performance required by, or excuse
       performance  by  any Person of its obligations  under,  or
       cause  the  acceleration of the maturity of  any  debt  or
       obligation  pursuant  to, or result  in  the  creation  or
       imposition of any Encumbrance upon any property or  assets
       of  EX-DE  or any of its Subsidiaries under, any  material
       agreement  or  commitment to which EX-DE  or  any  of  its
       Subsidiaries  is  a  party  or  by  which  any  of   their
       respective property or assets is bound, or to which any of
       the property or assets of EX-DE or any of its Subsidiaries
       is  subject,  or (c) violate any statute  or  law  or  any
       judgment,  decree, order, regulation or rule of any  court
       or  other Governmental Body applicable to EX-DE or any  of
       its  Subsidiaries  except,  in  the  case  of  violations,
       conflicts,   defaults,  terminations,   accelerations   or
       Encumbrances described in clause (b) of this Section  5.5,
       for  such  matters which are not likely to have a material
       adverse  effect on the business or financial condition  of
       EX-DE and its Subsidiaries, taken as a whole.

 5.6  Consent  and Approvals of Governmental Authorities.  Except
      with  respect  to  applicable State and Federal  securities
      laws,   no  consent,  approval  or  authorization  of,   or
      declaration,  filing or registration with, any Governmental
      Body  is required to be made or obtained by EX-DE or  EX-NV
      or   any  of  its  Subsidiaries  in  connection  with   the
      execution,  delivery and performance of this  Agreement  by
      EX-DE  or  the  consummation  of  the  acquisition  of  the
      Delaware Shares to EX-NV.

  5.7  Other Consents. No consent of any Person is required to be
       obtained  by  EX-DE  or  EX-NV  prior  to  the  execution,
       delivery  and  performance  of  this  Agreement   or   the
       consummation of the acquisition of the Delaware Shares  to
       EX-NV,  including,  but  not  limited  to,  consents  from
       parties  to  leases  or other agreements  or  commitments,
       except  for any consent which the failure to obtain  would
       not  be  likely to have a material adverse effect  on  the
       business and financial condition of EX-DE or EX-NV.

  5.8  Financial  Statements.  EX-DE  has  delivered   to   EX-NV
       consolidated  balance sheets of EX-DE and its Subsidiaries
       as  at  December 31, 2000, and statements  of  income  and
       changes  in financial position for the period then  ended.
       Such  EX-DE Financial Statements and notes fairly  present
       the  consolidated  financial  condition  and  results   of
       operations  of  EX-DE  and  its  Subsidiaries  as  at  the
       respective dates thereof and for the periods therein.

  5.9  Title   to  Properties.  Either  EX-DE  or  one   of   its
       Subsidiaries owns all the material properties  and  assets
       that  they  purport  to  own (real,  personal  and  mixed,
       tangible  and intangible), including, without  limitation,
       all the material properties and assets reflected in the EX-
       DE  Financial Statements (except for property  sold  since
       the date of the EX-DE Financial Statements in the ordinary
       course  of  business or leased under capitalized  leases),
       and  all  the material properties and assets purchased  or
       otherwise  acquired  by EX-DE or any of  its  Subsidiaries
       since  the  date  of the EX-DE Financial. Statements.  All
       properties  and  assets reflected in the  EX-DE  Financial
       Statements are free and clear of all material Encumbrances
       and  are not, in the case of real property, subject to any
       material   rights  of  way,  building  use   restrictions,
       exceptions, variances, reservations or limitations of  any
       nature  whatsoever  except,  with  respect  to  all   such
       properties and assets, (a) mortgages or security interests
       shown  on  the  EX-DE  Financial  Statements  as  securing
       specified  liabilities  or obligations,  with  respect  to
       which no default (or event which, with notice or lapse  of
       time or both, would constitute a default) exists, and  all
       of  which  are listed in the EX-DE Disclosure Letter,  (b)
       mortgages  or  security interests incurred  in  connection
       with the purchase of property or assets after the date  of
       the   EX-DE  Financial  Statements  (such  mortgages   and
       security interests being limited to the property or assets
       so  acquired), with respect to which no default (or  event
       which,  with  notice  or  lapse of  time  or  both,  would
       constitute a default) exists, (c) as to real property, (i)
       imperfections  of title, if any, none of which  materially
       detracts from the value or impairs the use of the property
       subject thereto, or impairs the operations of EX-DE or any
       of  its  Subsidiaries and (ii) zoning  laws  that  do  not
       impair  the  present or anticipated use  of  the  property
       subject  thereto, and (d) liens for current taxes not  yet
       due.   The  properties  and  assets  of  EX-DE   and   its
       Subsidiaries  include  all rights,  properties  and  other
       assets  necessary to permit EX-DE and its Subsidiaries  to
       conduct EX-DE's business in all material respects  in  the
       same  manner  as  it  is conducted on  the  date  of  this
       Agreement.

 5.10 Buildings,  Plants  and Equipment. The  buildings,  plants,
      structures  and  material  items  of  equipment  and  other
      personal  property  owned  or  leased  by  EX-DE   or   its
      Subsidiaries are, in all respects material to the  business
      or financial condition of EX-DE and its Subsidiaries, taken
      as   a  whole,  in  good  operating  condition  and  repair
      (ordinary wear and tear excepted) and are adequate  in  all
      such  respects  for the purposes for which they  are  being
      used. EX-DE has not received notification that it or any of
      its   Subsidiaries  is  in  violation  of  any   applicable
      building, zoning, anti-pollution, health, safety  or  other
      law,  ordinance or regulation in respect of its  buildings,
      plants  or  structures or their operations, which violation
      is likely to have a material adverse effect on the business
      or financial condition of EX-DE and its Subsidiaries, taken
      as a whole or which would require a payment by EX-DE or EX-
      NV  or any of their subsidiaries in excess of $2,000 in the
      aggregate, and which has not been cured.

 5.11 No Condemnation or Expropriation. Neither the whole nor any
      portion of the property or leaseholds owned or held by  EX-
      DE   or   any  of  its  Subsidiaries  is  subject  to   any
      governmental  decree  or  order to  be  sold  or  is  being
      condemned,   expropriated  or  otherwise   taken   by   any
      Governmental  Body or other Person with or without  payment
      of compensation therefore, which action is likely to have a
      material  adverse  effect  on  the  business  or  financial
      condition of EX-NV and its Subsidiaries, taken as a whole.

 5.12 Litigation.  There is no action, suit, inquiry,  proceeding
      or  investigation  by or before any court  or  Governmental
      Body  pending or threatened in writing against or involving
      EX-DE or any of its Subsidiaries which is likely to have  a
      material  adverse  effect  on  the  business  or  financial
      condition  of  EX-DE, EX-NV and any of their  Subsidiaries,
      taken  as whole, or which would require a payment by  EX-DE
      or its subsidiaries in excess of $2,000 in the aggregate or
      which   questions  or  challenges  the  validity  of   this
      Agreement.  Neither  EX-DE nor any or its  Subsidiaries  is
      subject to any judgment, order or decree that is likely  to
      have a material adverse effect on the business or financial
      condition  of  EX-DE,  EX-NV or any of their  Subsidiaries,
      taken as a whole, or which would require a payment by EX-DE
      or its subsidiaries in excess of $2,000 in the aggregate.

5.13 Absence  of Certain Changes. Except as set forth in  Section
     5.13  of the EX-DE Disclosure Letter, since the date of  the
     EX-DE  Financial Statements, neither EX-DE nor  any  of  its
     Subsidiaries has;

     a.   suffered  the  damage  or destruction  of  any  of  its
          properties  or  assets  (whether  or  not  covered   by
          insurance) which is materially adverse to the  business
          or  financial  condition of EX-DE and its Subsidiaries,
          taken as a whole, or made any disposition of any of its
          material  properties  or  assets  other  than  in   the
          ordinary course of business;

     b.   made  any  change  or amendment in its  certificate  of
          incorporation   or   by-laws,   or   other    governing
          instruments;

     c.   issued   or  sold  any  Equity  Securities   or   other
          securities,   acquired,  directly  or  indirectly,   by
          redemption  or  otherwise, any such Equity  Securities,
          reclassified,  split-up or otherwise changed  any  such
          Equity  Security,  or  granted  or  entered  into   any
          options,  warrants, calls or commitments  of  any  kind
          with respect thereto;

     d.   organized  any  new Subsidiary or acquired  any  Equity
          Securities  of any Person, or any equity  or  ownership
          interest in any business;

     e.   borrowed  any funds or incurred, or assumed  or  become
          subject to, whether directly or by way of guarantee  or
          otherwise, any obligation or liability with respect  to
          any such indebtedness for borrowed money;

     f.   paid,  discharged  or  satisfied  any  material  claim,
          liability  or obligation (absolute, accrued, contingent
          or  otherwise),  other than in the ordinary  course  of
          business;

     g.   prepaid  any  material obligation having a maturity  of
          more  than  90  days from the date such obligation  was
          issued or incurred;

     h.   canceled  any  material debts or  waived  any  material
          claims  or  rights,  except in the ordinary  course  of
          business;

     i.   disposed of or permitted to lapse any rights to the use
          of  any  material  patent  or registered  trademark  or
          copyright or other intellectual property owned or  used
          by it;

     j.   granted  any  general increase in the  compensation  of
          officers  or  employees (including  any  such  increase
          pursuant to any employee benefit plan);

     k.   purchased or entered into any contract or commitment to
          purchase  any  material quantity of  raw  materials  or
          supplies,  or  sold  or entered into  any  contract  or
          commitment to sell any material quantity of property or
          assets, except (i) normal contracts or commitments  for
          the purchase of, and normal purchases of, raw materials
          or supplies, made in the ordinary course business, (11)
          normal  contracts or commitments for the sale  of,  and
          normal  sales of, inventory in the ordinary  course  of
          business,   and  (iii)  other  contracts,  commitments,
          purchases or sales in the ordinary course of business;

     l.   made any capital expenditures or additions to property,
          plant  or  equipment or acquired any other property  or
          assets  (other  than raw materials and supplies)  at  a
          cost in excess of $25,000 in the aggregate;

     m.   written off or been required to write off any notes  or
          accounts receivable in an aggregate amount in excess of
          $2,000;

     n.   written  down  or  been  required  to  write  down  any
          inventory in an aggregate amount in excess of $2,000;

     o.   entered   into  any  collective  bargaining  or   union
          contract or agreement; or

     p.   other  than  the ordinary course of business,  incurred
          any liability required by generally accepted accounting
          principles  to  be  reflected on a  balance  sheet  and
          material to the business or financial condition of  EX-
          DE and its subsidiaries taken as a whole.

5.14 No  Material  Adverse Change. Since the date  of  the  EX-DE
     Financial  Statements,  there  has  not  been  any  material
     adverse change in the business or financial condition of EX-
     DE

5.15 Contracts  and Commitments. Except as set forth  in  Section
     5.15  of the EX-DE Disclosure Letter, neither EX-DE nor  any
     of its Subsidiaries is a party to any:

     a.  Contract  or agreement (other than purchase or  sales
         orders  entered  into  in  the  ordinary  course   of
         business) involving any liability on the part of  EX-
         DE  or  one of its Subsidiaries of more than  $25,000
         and   not   cancelable  by  EX-DE  or  the   relevant
         Subsidiary  (without  liability  to  EX-DE  or   such
         Subsidiary) within 60 days;

     b.  Except  with  respect to the lease  on  its  business
         location, lease of personal property involving annual
         rental   payments  in  excess  of  $25,000  and   not
         cancelable   by  EX-DE  or  the  relevant  Subsidiary
         (without  liability  to  EX-DE  or  such  Subsidiary)
         within 90 days;

     c.  Except  with respect to the options referenced above,
         Employee  bonus,  stock  option  or  stock  purchase,
         performance  unit, profit sharing, pension,  savings,
         retirement,    health,    deferred    or    incentive
         compensation,  insurance or other  material  employee
         benefit plan (as defined in Section 2(3) of ERISA) or
         program for any of the employees, former employees or
         retired   employees   of  EX-DE   or   any   of   its
         Subsidiaries;

     d.  Commitment,  contract or agreement that is  currently
         expected by the management of EX-DE to result in  any
         material loss upon completion or performance thereof;

     e.  Contract, agreement or commitment that is material to
         the business of EX-DE and its Subsidiaries, taken  as
         a   whole,   with   any  officer,  employee,   agent,
         consultant,  advisor, salesman, sales representative,
         value added reseller, distributor or dealer; or

     f.  Employment agreement or other similar agreement  that
         contains   any   severance   or   termination    pay,
         liabilities or obligations.

 All  such contracts and agreements are in full force and effect.
 Neither  EX-DE, any of its Subsidiaries, nor any of the Delaware
 Shareholders  is in breach of, in violation of,  or  in  default
 under,  any  agreement, instrument, indenture,  deed  of  trust,
 commitment,  contract or other obligation of any type  to  which
 EX-DE  or  any of its Subsidiaries is a party or is  or  may  be
 bound  that  relates  to the business of EX-DE  or  any  of  its
 Subsidiaries or to which any of the assets or properties of  EX-
 DE  or  any of its Subsidiaries is subject, the effect of  which
 breach,  violation  or  default  is  likely  to  materially  and
 adversely  affect the business or financial condition  of  EX-DE
 and   its  Subsidiaries,  taken  as  a  whole.  EX-NV  has   not
 guaranteed  or  assumed and specifically does not  guarantee  or
 assume any obligations of EX-DE or any of its Subsidiaries.

5.16 Labor  Relations. Neither EX-DE nor any of its  Subsidiaries
     is  a  party to any collective bargaining agreement.  Except
     for  any  matter  which is not likely  to  have  a  material
     adverse effect on the business or financial condition of EX-
     DE  and  its Subsidiaries, taken as a whole, (a)  EX-DE  and
     each   of  its  Subsidiaries  is  in  compliance  with   all
     applicable   laws  respecting  employment   and   employment
     practices, terms and conditions of employment and wages  and
     hours, and is not engaged in any unfair labor practice,  (b)
     there is no unfair labor practice complaint against EX-DE or
     any  of  its Subsidiaries pending before the National  Labor
     Relations  Board,  (c)  there is no labor  strike,  dispute,
     slowdown or stoppage actually pending or threatened  against
     EX-DE  or  any  of  its Subsidiaries, (d) no  representation
     question exists respecting the employees of EX-DE or any  of
     its   Subsidiaries,  (e)  neither  EX-DE  nor  any  of   its
     Subsidiaries  has experienced any strike, work  stoppage  or
     other  labor  difficulty, and (f) no  collective  bargaining
     agreement  relating  to employees of EX-DE  or  any  of  its
     Subsidiaries is currently being negotiated.

5.17 Employee Benefit Plans. Section 5.16 of the EX-DE Disclosure
     Letter contains a list of all material employee pension  and
     welfare  benefit plans covering employees of EX-DE  and  its
     Subsidiaries. No listed plan is (1) a multi-employer plan as
     defined  in Section 3(37) of ERISA, or (2) a defined benefit
     plan  as  defined  in  Section 3(35) of  ERISA,  any  listed
     individual  account pension plan is duly  qualified  as  tax
     exempt  under  the  applicable sections of  the  Code,  each
     listed benefit plan and related funding arrangement, if any,
     has  been  maintained in all material respects in compliance
     with its terms and the provisions of ERISA and the Code, and
     the   EX-DE  Disclosure  Letter  also  lists  all   material
     management  incentive  plans  and  all  material  employment
     contracts  or severance arrangements pertaining  to  one  or
     more specific employees.

5.18 Compliance  with  Law.  The  operations  of  EX-DE  and  its
     Subsidiaries  have  been conducted in  accordance  with  all
     applicable  laws and regulations of all Governmental  Bodies
     having jurisdiction over them, except for violations thereof
     which  are  not likely to have a material adverse effect  on
     the  business  or  financial  condition  of  EX-DE  and  its
     Subsidiaries, taken as a whole, or which would not require a
     payment by EX-DE or its Subsidiaries in excess of $2,000  in
     the  aggregate, or which have been cured. Neither EX-DE  nor
     any of its Subsidiaries has received any notification of any
     asserted  present or past failure by it to comply  with  any
     such   applicable  laws  or  regulations.  EX-DE   and   its
     Subsidiaries have all material licenses, permits, orders  or
     approvals  from  the Governmental Bodies  required  for  the
     conduct  of  their  businesses,  and  are  not  in  material
     violation   of  any  such  licenses,  permits,  orders   and
     approvals. All such licenses, permits, orders and  approvals
     are  in  full  force  and  effect,  and  no  suspension   or
     cancellation of any thereof has been threatened.

5.19 Tax Matters.

     a.  EX-DE  and  each  of its Subsidiaries (1)  (except  with
         respect to its 2000 tax return, as to which an extension
         has  been  or may be appropriately filed) has filed  all
         nonconsolidated  and  noncombined Tax  Returns  and  all
         consolidated  or combined Tax Returns that include  only
         EX-DE  and/or  its Subsidiaries and not  Seller  or  its
         other Affiliates (for the purposes of this Section 5.18,
         such  tax  Returns  shall be considered non-consolidated
         and  non-combined  Tax  Returns) required  to  be  filed
         through the date hereof and has paid any Tax due through
         the date hereof with respect to the time periods covered
         by  such  non-consolidated and non-combined Tax  Returns
         and  shall timely pay any such Taxes required to be paid
         by  it  after the date hereof with respect to  such  Tax
         Returns  and (2) shall prepare and timely file all  such
         non-consolidated  and non-combined Tax Returns  required
         to  be  filed  after  the date hereof  and  through  the
         Closing Date and pay all Taxes required to be paid by it
         with respect to the periods covered by such Tax Returns;
         (B)  all  such Tax Returns filed pursuant to clause  (A)
         after  the date hereof shall, in each case, be  prepared
         and  filed  in  a  manner consistent in all  material  -
         respects (including elections and accounting methods and
         conventions) with such Tax Return most recently filed in
         the  relevant  jurisdiction prior to  the  date  hereof,
         except  as otherwise required by law or regulation.  Any
         such Tax Return filed or required to be filed after  the
         date  hereof shall not reflect any new elections or  the
         adoption of any new accounting methods or conventions or
         other   similar  items,  except  to  the   extent   such
         particular reflection or adoption is required to  comply
         with any law or regulation.

     b.  All  consolidated or combined Tax Returns (except  those
         described  in  subparagraph (a) above)  required  to  be
         filed  by  any person through the date hereof  that  are
         required or permitted to include the income, or  reflect
         the activities, operations and transactions, of EX-DE or
         any of its Subsidiaries for any taxable period have been
         timely filed, and the income, activities, operations and
         transactions  of  EX-DE  and  Subsidiaries   have   been
         properly  included  and reflected thereon.  EX-DE  shall
         prepare and file, or cause to be prepared and filed, all
         such  consolidated  or  combined Tax  Returns  that  are
         required or permitted to include the income, or  reflect
         the activities, operations and transactions, of EX-DE or
         any  Subsidiary, with respect to any taxable year or the
         portion thereof ending on or prior to the Closing  Date,
         including,   without  limitation,  EX-DE's  consolidated
         federal income tax return for such taxable years.  EX-DE
         will  timely  file  a  consolidated federal  income  tax
         return for the taxable year ended December 31, 2000  and
         such  return  shall  include  and  reflect  the  income,
         activities,  operations and transactions  of  EX-DE  and
         Subsidiaries  for  the taxable period  then  ended,  and
         hereby   expressly  covenants  and  agrees  to  file   a
         consolidated federal income tax return, and  to  include
         and  reflect thereon the income, activities,  operations
         and  transactions  of  EX-DE and  Subsidiaries  for  the
         taxable period through the Closing Date. All Tax Returns
         filed  pursuant to this subparagraph (b) after the  date
         hereof shall, in each case, to the extent that such  Tax
         Returns  specifically relate to  EX-DE  or  any  of  its
         Subsidiaries  and  do not generally  relate  to  matters
         affecting  other members of EX-DE's consolidated  group,
         be  prepared  and  filed in a manner consistent  in  all
         material  respects (including elections  and  accounting
         methods  and  conventions)  with  the  Tax  Return  most
         recently  filed in the relevant jurisdictions  prior  to
         the date hereof, except as otherwise required by law  or
         regulation.  EX-DE has paid or will pay all  Taxes  that
         may  now or hereafter be due with respect to the taxable
         periods  covered  by such consolidated or  combined  Tax
         Returns.

     c.  Neither EX-DE nor any of its subsidiaries has agreed, or
         is  required,  to make any adjustment (x) under  Section
         481(a)  of the Code by reason, of a change in accounting
         method or otherwise or (y) pursuant to any provision  of
         the  Tax Reform Act of 1986, the Revenue Act of 1987  or
         the Technical and Miscellaneous Revenue Act of 1988.

     d.  Neither  EX-DE  nor  any  of  its  Subsidiaries  or  any
         predecessor  or Affiliate of the foregoing has,  at  any
         time,  filed  a consent under Section 341(f)(1)  of  the
         Code, or agreed under Section 341(f)(3) of the Code,  to
         have  the  provisions of Section 341(f)(2) of  the  Code
         apply to any sale of its stock.

     e.  There  is  no  (nor has there been any request  for  an)
         agreement, waiver or consent providing for an  extension
         of  time  with  respect to the assessment of  any  Taxes
         attributable  to  EX-DE  or its Subsidiaries,  or  their
         assets or operations and no power of attorney granted by
         EX-DE or any of its Subsidiaries with respect to any Tax
         matter is currently in force.

     f.  There  is  no  action, suit, proceeding,  investigation,
         audit,   claim,   demand,   deficiency   or   additional
         assessment  in EX-DE, pending or threatened  against  or
         with  respect  to  any Tax attributable  to  EX-DE,  its
         Subsidiaries or their assets or operations.

     g.  Except as set forth in the EX-DE Disclosure Letter,  all
         amounts  required to be withheld as of the Closing  Date
         for  Taxes or otherwise have been withheld and paid when
         due to the appropriate agency or authority.

     h.  No property of EX-DE is "tax-exempt use property" within
         the  meaning of Section 168(h) of the Code nor  property
         that  EX-DE and/or its Subsidiaries will be required  to
         treat  as  being  owned by another  person  pursuant  to
         Section 168(f)(8) of the Internal Revenue Code of  1954,
         as  amended  and  in  effect immediately  prior  to  the
         enactment of the Tax Reform Act of 1986.

     i.  There  have  been delivered or made available  to  EX-NV
         true  and complete copies of all income Tax Returns  (or
         with  respect  to consolidated or combined returns,  the
         portion thereof) and any other Tax Returns requested  by
         EX-NV as may be relevant to EX-DE, its Subsidiaries,  or
         their  assets  or  operations for any  and  all  periods
         ending  after  December 31, 1998, or for any  Tax  years
         which  are  subject  to  audit or investigation  by  any
         taxing authority or entity.

     j.    There  is  no contract, agreement, plan or arrangement
        including but not limited to the provisions of this Agreement,
        covering any employee or former employee of EX-DE or  its
        Subsidiaries that, individually or collectively, could give rise
        to the payment of any amount that would not be deductible
        pursuant to Section 280G or 162 of the Code.

5.20 Environmental Matters.

     a.   At  all  times prior to the date hereof, EX-DE and  its
          Subsidiaries  have  complied in all  material  respects
          with    applicable    environmental    laws,    orders,
          regulations,  rules  and. ordinances  relating  to  the
          Properties  (as hereinafter defined), the violation  of
          which  would  have  a material adverse  effect  on  the
          business  or  financial  condition  of  EX-DE  and  its
          Subsidiaries, taken as a whole, or which would  require
          a  payment  by EX-DE or its Subsidiaries in  excess  of
          $2,000  in  the  aggregate, and which  have  been  duly
          adopted,  imposed  or promulgated by  any  legislative,
          executive,  administrative or judicial body or  officer
          of any Governmental Body.

      b.  The  environmental licenses, permits and authorizations
          that  are material to the operations of EX-DE  and  its
          Subsidiaries, taken as a whole, are in full  force  and
          effect.

      c.  Neither  EX-DE nor any of its Subsidiaries has released
          or  caused  to  be released on or about the  properties
          currently  owned  or  leased by EX-DE  or  any  of  its
          Subsidiaries  (the  "Properties") any  (i)  pollutants,
          (ii)  contaminants,  (iii) "Hazardous  Substances,"  as
          that  term  is  defined  in  Section  101(14)  of   the
          Comprehensive Environmental Response Act, as amended or
          (iv) "Regulated Substances," as that term in defined in
          Section  9001 of the Resource Conservation and Recovery
          Act, 42 U.S.C. Section 6901, et seq., as amended, which
          would  be required to be remediated by any governmental
          agency with jurisdiction over the Properties under  the
          authority  of  laws, regulations and ordinances  as  in
          effect  and  currently interpreted on the date  hereof,
          which  remediation would have a material adverse effect
          on the business or financial condition of EX-DE and its
          Subsidiaries, taken as a whole.

5.21 Absence  of Certain Commercial Practices. Neither EX-DE  nor
     any of its Subsidiaries has, directly or indirectly, paid or
     delivered any fee, commission or other sum of money or  item
     of  property,  however characterized, to any finder,  agent,
     government official or other party, in the United States  or
     any  other  country, which is in any manner related  to  the
     business  or operations of EX-DE or its Subsidiaries,  which
     EX-DE  or  one  of its Subsidiaries knows or has  reason  to
     believe  to  have been illegal under any federal,  state  or
     local  laws of the United States or any other country having
     jurisdiction; and neither EX-DE nor any of its  Subsidiaries
     has participated, directly or indirectly, in any boycotts or
     other  similar  practices affecting any  of  its  actual  or
     potential shareholders in violation of any applicable law or
     regulation.

5.22 Transactions with Directors and Officers. Except as set
     forth in Section 5.23 of the EX-DE Disclosure Letter, EX-DE
     and its Subsidiaries do not engage in business with any
     Person in which any of EX-DE's directors or officers has a
     material equity interest. No director or officer of EX-DE
     owns any property, asset or right which is material to the
     business of EX-DE and its Subsidiaries, taken as a whole.

5.23 Borrowing and Guarantees. Except as set forth in Section
     5.24 of the EX-DE Disclosure Letter, EX-DE and its
     Subsidiaries (a) do not have any indebtedness for borrowed
     money, (b) are not lending or committed to lend any money
     (except for advances to employees in the ordinary course of
     business), and (c) are not guarantors or sureties with
     respect to the obligations of any Person.

5.24 Investment Purpose. The Delaware Shareholders represent and
     warrant that they are receiving the Nevada Shares for
     investment purposes, not with an intent to distribute them.
     To that end, the Delaware Shareholders agree that, in
     addition to provisions existing under federal or state
     securities regulations that place restrictions upon the
     transferability of the Nevada Shares, all of the Nevada
     Shares shall be restricted from transfer for a period of one
     hundred-twenty (120) days following the Closing. If trading
     restriction lapse in accordance with Rule 144 promulgated
     under the Securities Act of 1933, as amended, the additional
     restrictions discussed in this section shall remain in
     effect. These additional restrictions shall terminate on a
     quarterly basis beginning with the 120th day following the
     Closing. For example, if the Rule 144 restrictions lapse 92
     days following the Closing, the additional restrictions
     terminate on day 120. If the Rule 144 restrictions lapse on
     day 121, the additional restrictions terminated on day 210.

6. Representations and Warranties of EX-NV

EX-NV represents and warrants to EX-DE that, to the Knowledge of
EX-NV (which limitation shall not apply to Section 6.3), and
except as set forth in the EX-NV Disclosure Letter:

6.1  Organization of EX-NV; Authorization. EX-NV is a corporation
     duly  organized, validly existing and in good standing under
     the  laws  of the State of Nevada with full corporate  power
     and  authority to execute and deliver this Agreement and  to
     perform  its obligations hereunder. The execution,  delivery
     and  performance of this Agreement have been duly authorized
     by  all  necessary  corporate  action  of  EX-NV  arid  this
     Agreement constitutes a valid and binding obligation of  EX-
     NV, enforceable against it in accordance with its terms.

6.2  Capitalization.  The  authorized  capital  stock  of   EX-NV
     consists  of  25,000,000 shares of common stock,  $.001  par
     value,  and  no shares of preferred stock. As  of  the  date
     hereof  8,137,000 shares of such common stock of EX-NV  were
     issued and outstanding. No shares have been registered under
     state  or  federal securities laws. As of the Closing  Date,
     all of the issued and outstanding shares of common stock  of
     EX-DE are validly issued, fully paid and nonassessable.

6.3  No  Conflict as to EX-NV. Neither the execution and delivery
     of  this Agreement nor the consummation of the sale  of  the
     Nevada Shares to EX-DE will (a) violate any provision of the
     certificate  of incorporation or by-laws of  EX-NV,  or  (b)
     violate, be in conflict with, or constitute a default (or an
     event  which,  with notice or lapse of time or  both,  would
     constitute a default) under any agreement to which EX-NV  is
     a  party  or (c) violate any statute or law or any judgment,
     decree,  order,  regulation or rule of any  court  or  other
     Governmental Body applicable to EX-NV.

6.4  Ownership of Nevada Shares. The delivery of certificates  to
     EX-DE  provided  in  Section  2.3  will  result  in  EX-DE's
     immediate acquisition of record and beneficial ownership  of
     the  Nevada Shares, free and clear of all encumbrances other
     than as required by Federal and State securities laws. There
     are  no  outstanding  options,  rights,  conversion  rights,
     agreements  or  commitments of  any  kind  relating  to  the
     issuance, sale or transfer of any Equity Securities or other
     securities  of  EX-NV. Nothing in this  Agreement  shall  be
     deemed  to  be  a  representation  or  warranty  as  to  the
     tradability of any of the Nevada Shares under Federal or any
     States' security laws.

6.5  No  Conflict  as  to  EX-NV  and Subsidiaries.  Neither  the
     execution   and   delivery  of  this   Agreement   nor   the
     consummation  of  the  of  the instant  agreement  will  (a)
     violate any provision of the certificate of incorporation or
     by-laws (or other governing instrument) of EX-NV or  any  of
     its Subsidiaries or (b) violate, or be in conflict with,  or
     constitute  a  default (or an event which,  with  notice  or
     lapse of time or both, would constitute a default) under, or
     result  in the termination of, or accelerate the performance
     required by, or excuse performance by any Person of  any  of
     its  obligations  under, or cause the  acceleration  of  the
     maturity of any debt or obligation pursuant to, or result in
     the  creation  or  imposition of any  Encumbrance  upon  any
     property  or  assets  of EX-NV or any  of  its  Subsidiaries
     under,  any material agreement or commitment to which  EX-NV
     or  any  of its Subsidiaries is a party or by which  any  of
     their  respective property or assets is bound, or  to  which
     any  of  the  property  or assets of EX-NV  or  any  of  its
     Subsidiaries is subject, or (c) violate any statute  or  law
     or  any  judgment, decree, order, regulation or rule of  any
     court or other Governmental Body applicable to EX-NV. or any
     of  its  Subsidiaries  except, in the  case  of  violations,
     conflicts,   defaults,   termination's,   accelerations   or
     Encumbrances  described in clause (b) of this Section.  6.5,
     for  such  matters which are not likely to have  a  material
     adverse effect on the business or financial condition of EX-
     NV and its Subsidiaries, taken as a whole.

6.6  Consents  and  Approvals  of  Governmental  Authorities.  No
     consent,  approval  or  authorization  of,  or  declaration,
     filing  or  registration  with,  any  Governmental  Body  is
     required to be made or obtained by EX-NV or EX-DE or any  of
     either   of  their  Subsidiaries  in  connection  with   the
     execution, delivery and performance of this Agreement by EX-
     NV or the consummation of the contemplated transaction.

6.7  Other  Consents. No consent of any Person is required to  be
     obtained  by  EX-DE or EX-NV to the execution, delivery  and
     performance  of  this Agreement or the consummation  of  the
     contemplated  transaction including,  but  not  limited  to,
     consents  from  parties  to leases or  other  agreements  or
     commitments,  except for any consent which  the  failure  to
     obtain would not be likely to have a material adverse effect
     on the business and financial condition of EX-DE or EX-NV.

6.8  Financial   Statements.  EX-NV  has   delivered   to   EX-DE
     consolidated balance sheets of EX-NV and its Subsidiaries as
     at  December 31, 2000, and statements of income and  changes
     in  financial position for the period then ended. Such EX-NV
     Financial   Statements   and  notes   fairly   present   the
     consolidated  financial condition and results of  operations
     of  EX-NV  and  its Subsidiaries as at the respective  dates
     thereof and for the periods therein.

6.9  Title to Properties. Either EX-NV or one of its Subsidiaries
     owns  all  the  material properties  and  assets  that  they
     purport  to  own  (real, personal and  mixed,  tangible  and
     intangible), including, without limitation, all the material
     properties  and  assets  reflected in  the  EX-NV  Financial
     Statements  and  all  the  material  properties  and  assets
     purchased  or  otherwise acquired by EX-NV  or  any  of  its
     Subsidiaries   since  the  date  of  the   EX-NV   Financial
     Statements. All properties and assets reflected in the EX-NV
     Financial  Statements  are free and clear  of  all  material
     Encumbrances  and  are not, in the case  of  real  property,
     subject  to  any  material  rights  of  way,  building   use
     restrictions,   exceptions,   variances,   reservations   or
     limitations of any nature whatsoever except, with respect to
     all  such  properties and assets, (a) mortgages or  security
     interests  shown  on  the  EX-NV  Financial  Statements   as
     securing specified liabilities or obligations, with  respect
     to which no default (or event which, with notice or lapse of
     time or both, would constitute a default) exists, and all of
     which  are  listed  in  the  EX-NV  Disclosure  Letter,  (b)
     mortgages or security interests incurred in connection  with
     the purchase of property or assets after the date of the EX-
     NV   Financial  Statements  (such  mortgages  and   security
     interests  being  limited  to  the  property  or  assets  so
     acquired), with respect to which no default (or event which,
     with  notice  or lapse of time or both, would  constitute  a
     default)  exists, (c) as to real property, (i) imperfections
     of title, if any, none of which materially detracts from the
     value or impairs the use of the property subject thereto, or
     impairs  the  operations of EX-NV or any of its Subsidiaries
     and  (ii)  zoning  laws that do not impair  the  present  or
     anticipated  use  of the property subject thereto,  and  (d)
     liens  for  current  taxes not yet due. The  properties  and
     assets  of  EX-NV and its Subsidiaries include  all  rights,
     properties  and other assets necessary to permit  EX-NV  and
     its Subsidiaries to conduct EX-NV's business in all material
     respects  in the same manner as it is conducted on the  date
     of this Agreement.

6.10 Buildings,  Plants  and  Equipment. The  buildings,  plants,
     structures  and  material  items  of  equipment  and   other
     personal   property  owned  or  leased  by  EX-NV   or   its
     Subsidiaries  are, in all respects material to the  business
     or  financial condition of EX-NV and its Subsidiaries, taken
     as a whole, in good operating condition and repair (ordinary
     wear  and  tear  excepted)  and are  adequate  in  all  such
     respects for the purposes for which they are being used. EX-
     NV  has  not  received notification that it or  any  of  its
     Subsidiaries  is  in  violation of any applicable  building,
     zoning,   anti-pollution,  health,  safety  or  other   law,
     ordinance or regulation in respect of its buildings,  plants
     or structures or their operations, which violation is likely
     to  have  a  material  adverse effect  on  the  business  or
     financial condition of EX-NV and its Subsidiaries, taken  as
     a  whole or which would require a payment by EX-DE or  EX-NV
     or  any  of  their subsidiaries in excess of $2,000  in  the
     aggregate, and which has not been cured.

6.11 No  Condemnation or Expropriation. Neither the whole nor any
     portion of the property or leaseholds owned or held by EX-NV
     or  any  of  its Subsidiaries is subject to any governmental
     decree   or   order  to  be  sold  or  is  being  condemned,
     expropriated or otherwise taken by any Governmental Body  or
     other   Person  with  or  without  payment  of  compensation
     therefore, which action is likely to have a material adverse
     effect  on the business or financial condition of EX-DE  and
     its Subsidiaries, taken as a whole.

6.12 Litigation. There is no action, suit, inquiry, proceeding or
     investigation  by  or before any court or Governmental  Body
     pending or threatened in writing against or involving  EX-NV
     or  any  of  its  Subsidiaries which is  likely  to  have  a
     material   adverse  effect  on  the  business  or  financial
     condition  of  EX-DE,  EX-NV and any of their  Subsidiaries,
     taken as whole, or which would require a payment by EX-NV or
     its  subsidiaries  in excess of $2,000 in the  aggregate  or
     which   questions  or  challenges  the  validity   of   this
     Agreement.  Neither  EX-NV nor any or  its  Subsidiaries  is
     subject  to any judgment, order or decree that is likely  to
     have  a material adverse effect on the business or financial
     condition  of  EX-DE,  EX-NV or any of  their  Subsidiaries,
     taken  as a whole, or which would require a payment by EX-NV
     or its subsidiaries in excess of $2,000 in the aggregate.

6.13 Absence  of  Certain Changes. Since the date  of  the  EX-NV
     Financial   Statements,  neither  EX-NV  nor  any   of   its
     Subsidiaries has:

     a.  suffered  the  damage or destruction of  any  of  its
         properties  or  assets (whether  or  not  covered  by
         insurance)  which  is  materially  adverse   to   the
         business  or  financial condition of  EX-NV  and  its
         Subsidiaries,  taken  as  a  whole,   or   made   any
         disposition  of  any  of its material  properties  or
         assets other than in the ordinary course of business;

     b.  made  any  change or amendment in its certificate  of
         incorporation   or   by-laws,  or   other   governing
         instruments;

     c.  issued  or  sold  any  Equity  Securities  or   other
         securities,  acquired,  directly  or  indirectly,  by
         redemption  or otherwise, any such Equity Securities,
         reclassified, split-up or otherwise changed any  such
         Equity  Security,  or  granted or  entered  into  any
         options,  warrants, calls or commitments of any  kind
         with respect thereto;

     d.  organized  any new Subsidiary or acquired any  Equity
         Securities of any Person, or any equity or  ownership
         interest in any business;

     e.  borrowed any funds or incurred, or assumed or  become
         subject  to, whether directly or by way of  guarantee
         or   otherwise,  any  obligation  or  liability  with
         respect to any such indebtedness for borrowed money;

     f.  paid,  discharged  or satisfied any  material  claim,
         liability    or   obligation   (absolute,    accrued,
         contingent or otherwise), other than in the  ordinary
         course of business;

     g.  prepaid any material obligation having a maturity  of
         more  than 90 days from the date such obligation  was
         issued or incurred;

     h.  canceled  any  material debts or waived any  material
         claims  or  rights, except in the ordinary course  of
         business;

     i.  disposed of or permitted to lapse any rights  to  the
         use of any material patent or registered trademark or
         copyright  or  other intellectual property  owned  or
         used by it;

     j.  granted  any general increase in the compensation  of
         officers  or  employees (including any such  increase
         pursuant to any employee benefit plan);

     k.  purchased  or entered into any contract or commitment
         to purchase any material quantity of raw materials or
         supplies,  or  sold or entered into any  contract  or
         commitment to sell any material quantity of  property
         or assets, except (i) normal contracts or commitments
         for  the  purchase of, and normal purchases  of,  raw
         materials  or  supplies, made in the ordinary  course
         business,  (ii)  normal contracts or commitments  for
         the  sale of, and normal sales of, inventory  in  the
         ordinary   course  of  business,  and   (iii)   other
         contracts,  commitments, purchases or  sales  in  the
         ordinary course of business;

     l.  made   any  capital  expenditures  or  additions   to
         property,  plant or equipment or acquired  any  other
         property  or  assets (other than  raw  materials  and
         supplies)  at  a  cost in excess  of  $2,000  in  the
         aggregate;

     m.  written  off or been required to write off any  notes
         or  accounts  receivable in an  aggregate  amount  in
         excess of $2,000;

     n.  written  down  or  been required to  write  down  any
         inventory in an aggregate amount in excess of $2,000;

     o.  entered  into  any  collective  bargaining  or  union
         contract or agreement; or

     p.  other  than the ordinary course of business, incurred
         any   liability   required  by   generally   accepted
         accounting  principles to be reflected on  a  balance
         sheet  and  material  to  the business  or  financial
         condition  of EX-NV and its subsidiaries taken  as  a
         whole.

6.14 No  Material  Adverse Change. Since the date  of  the  EX-NV
     Financial  Statements,  there  has  not  been  any  material
     adverse change in the business or financial condition of EX-
     NV and its Subsidiaries taken as a whole.

6.15 Contracts  and  Commitments. Neither EX-NV nor  any  of  its
     Subsidiaries is party to any:

     a.  Contract  or agreement (other than purchase on  sales
         orders  entered  into  in  the  ordinary  course   of
         business) involving any liability on the part of  EX-
         NV or one of its Subsidiaries of more than $2,000 and
         not  cancelable  by EX-NV or the relevant  Subsidiary
         (without  liability  to  EX-NV  or  such  Subsidiary)
         within 60 days;

     b.  Lease  of  personal property involving annual  rental
         payments in excess of $2,000 and not cancelable by EX-
         NV  or the relevant Subsidiary (without liability  to
         EX-NV or such Subsidiary) within 90 days;

     c.  Employee  bonus,  stock  option  or  stock  purchase,
         performance  unit, profit-sharing, pension,  savings,
         retirement,    health,    deferred    or    incentive
         compensation,  insurance or other  material  employee
         benefit plan as defined in Section 2(3) of ERISA)  or
         program for any of the employees, former employees or
         retired   employees   of  EX-NV   or   any   of   its
         Subsidiaries;

     d.  Commitment,  contract or agreement that is  currently
         expected by the management of EX-NV to result in  any
         material loss upon completion or performance thereof;

     e.  Contract, agreement or commitment that is material to
         the business of EX-NV and its Subsidiaries, taken  as
         a   whole,   with   any  officer,  employee,   agent,
         consultant, advisor, salesman, sales representative ,
         value added reseller, distributor or dealer; or

     f.  Employment agreement or other similar agreement  that
         contains   any   severance   or   termination    pay,
         liabilities or obligations.

All  such contracts and agreements are in full force and  effect.
Neither  EX-NV  nor any or its Subsidiaries is in breach  of,  in
violation  of  or  in  default under, any agreement,  instrument,
indenture,   deed  of  trust,  commitment,  contract   or   other
obligation  of any type to which EX-NV or any of its Subsidiaries
is a party or is or may be bound as it relates to the business of
EX-NV or any of its Subsidiaries or to which any of the assets or
properties  of EX-NV or any of its Subsidiaries is  subject,  the
effect  of  which  breach,  violation or  default  is  likely  to
materially  and  adversity  affect  the  business  or   financial
condition of EX-NV and its Subsidiaries, taken as a whole.

6.16       Labor   Relations.  Neither  EX-NV  nor  any  of   its
    Subsidiaries   is  a  party  to  any  collective   bargaining
    agreement. Except for any matter which is not likely to  have
    a  material  adverse  effect  on the  business  or  financial
    condition  of EX-NV and its Subsidiaries, taken as  a  whole,
    (a)  EX-NV and each of its Subsidiaries is in compliance with
    all  applicable  laws  respecting employment  and  employment
    practices, terms and conditions of employment and  wages  and
    hours,  and is not engaged in any unfair labor practice,  (b)
    there is no unfair labor practice complaint against EX-NV  or
    any  of  its  Subsidiaries pending before the National  Labor
    Relations  Board,  (c)  there is no  labor  strike,  dispute,
    slowdown  or stoppage actually pending or threatened  against
    EX-NV  or  any  of  its Subsidiaries, (d)  no  representation
    question exists respecting the employees of EX-NV or  any  of
    its   Subsidiaries,  (e)  neither  EX-NV  nor  any   of   its
    Subsidiaries  has  experienced any strike, work  stoppage  or
    other  labor  difficulty,  and (f) no  collective  bargaining
    agreement  relating  to employees of  EX-NV  or  any  of  its
    Subsidiaries is currently being negotiated.

6.17      Employee  Benefit  Plans. Section  6.17  of  the  EX-NV
    Disclosure  Letter  contains a list of all material  employee
    pension and welfare benefit plans covering employees of EX-NV
    and  its Subsidiaries. No listed plan is (1) a multi-employer
    plan  as  defined in Section 3(37) of ERISA, or (2) a defined
    benefit plan as defined in Section 3(35) of ERISA, any listed
    individual  account  pension plan is duly  qualified  as  tax
    exempt under the applicable sections of the Code, each listed
    benefit  plan and related funding arrangement,  if  any,  has
    been  maintained in all material respects in compliance  with
    its  terms and the provisions of ERISA and the Code, and  the
    EX-NV  Disclosure  Letter also lists all material  management
    incentive  plans  and  all material employment  contracts  or
    severance  arrangements pertaining to one  or  more  specific
    employees.

6.18      Compliance  with Law. The operations of EX-NV  and  its
    Subsidiaries  have  been  conducted in  accordance  with  all
    applicable  laws  and regulations of all Governmental  Bodies
    having  jurisdiction over them, except for violations thereof
    which are not likely to have a material adverse effect on the
    business   or   financial  condition   of   EX-NV   and   its
    Subsidiaries, taken as a whole, or which would not require  a
    payment  by EX-NV or its Subsidiaries in excess of $2,000  in
    the  aggregate, or which have been cured. Neither  EX-NV  nor
    any  of its Subsidiaries has received any notification of any
    asserted  present or past failure by it to  comply  with  any
    such   applicable  laws  or  regulations.   EX-NV   and   its
    Subsidiaries have all material licenses, permits,  orders  or
    approvals  from  the  Governmental Bodies  required  for  the
    conduct   of  their  businesses,  and  are  not  in  material
    violation   of  any  such  licenses,  permits,   orders   and
    approvals.  All such licenses, permits, orders and  approvals
    are   in  full  force  and  effect,  and  no  suspension   or
    cancellation of any thereof has been threatened.

6.19 Tax Matters.

     a.  EX-NV and each of its Subsidiaries (1) has filed  all
         non-consolidated and non-combined Tax Returns and all
         consolidated  or  combined Tax Returns  that  include
         only EX-NV and/or its Subsidiaries and not Seller  or
         its  other  Affiliates  (for  the  purposes  of  this
         Section  6.18,  such tax returns shall be  considered
         non-consolidated   and  non-combined   Tax   Returns)
         required to be filed through the date hereof and  has
         paid any Tax due through the date hereof with respect
         to  the time periods covered by such non-consolidated
         and non-combined Tax Returns and shall timely pay any
         such  Taxes required to be paid by it after the  date
         hereof with respect to such Tax Returns and (2) shall
         prepare and timely file all such non-consolidated and
         non-combined Tax Returns required to be  filed  after
         the  date hereof and through the Closing Date and pay
         all  Taxes required to be paid by it with respect  to
         the periods covered by such Tax Returns; (B) all such
         Tax  Returns filed pursuant to clause (A)  after  the
         date  hereof  shall, in each case,  be  prepared  and
         filed in a manner consistent in all material respects
         (including  elections  and,  accounting  methods  and
         conventions) with such Tax Return most recently filed
         in  the  relevant  jurisdiction  prior  to  the  date
         hereof,  except  as  otherwise  required  by  law  or
         regulation. Any such Tax Return filed or required  to
         be filed after the date hereof shall not reflect, any
         new  elections or the adoption of any new  accounting
         methods or conventions or other similar items, except
         to  the extent such particular reflection or adoption
         is required to comply with any law or regulation.

     b.  All  consolidated  or  combined Tax  Returns  (except
         those  described in subparagraph (a) above)  required
         to  be  filed  by any person through the date  hereof
         that are required or permitted to include the income,
         or    reflect   the   activities,   operations    and
         transactions, of EX-NV or any of its Subsidiaries for
         any  taxable period have been timely filed,  and  the
         income, activities, operations and transactions of EX-
         NV  and Subsidiaries have been properly included  and
         reflected thereon. EX-NV shall prepare and  file,  or
         cause to be prepared and filed, all such consolidated
         or   combined  Tax  Returns  that  are  required   or
         permitted  to  include  the income,  or  reflect  the
         activities, operations and transactions, of EX-NV  or
         any  Subsidiary, with respect to any taxable  yea  or
         the portion thereof ending on or prior to the Closing
         Date,    including,   without   limitation,   EX-NV's
         consolidated  federal  income  tax  return  for  such
         taxable  years. EX-NV will timely file a consolidated
         federal income tax return for the taxable year  ended
         December  31, 2000 and such return shall include  and
         reflect   the  income,  activities,  operations   and
         transactions  of  EX-NV  and  Subsidiaries  for   the
         taxable  period  then  ended,  and  hereby  expressly
         covenants  and agrees to file a consolidated  federal
         income tax return, and to include and reflect thereon
         the  income,  activities, operations and transactions
         of  EX-NV  and  Subsidiaries for the  taxable  period
         through  the  Closing  Date. All  Tax  Returns  filed
         pursuant  to  this subparagraph (b)  after  the  date
         hereof  shall, in each case, to the extent that  such
         Tax  Returns specifically relate to EX-NV or  any  of
         its  Subsidiaries  and  do not  generally  relate  to
         matters    affecting   other   members   of   EX-NV's
         consolidated group, be prepared and filed in a manner
         consistent   in  all  material  respects   (including
         elections  and  accounting methods  and  conventions)
         with  the  Tax  Return  most recently  filed  in  the
         relevant  jurisdictions prior  to  the  date  hereof,
         except as otherwise required by law or regulation. EX-
         NV  has  paid or will pay all Taxes that may  now  or
         hereafter be due with respect to the taxable  periods
         covered by such consolidated or combined Tax Returns.

     c.  Neither EX-NV nor any of its Subsidiaries has agreed,
         or  is  required,  to make any adjustment  (x)  under
         Section  481(a) of the Code by reason of a change  in
         accounting method or otherwise or (y) pursuant to any
         provision of the Tax Reform Act of 1986, the  Revenue
         Act  of  1987  or  the  Technical  and  Miscellaneous
         Revenue Act of 1988.

     d.  Neither  EX-NV  nor  any of its Subsidiaries  or  any
         predecessor or Affiliate of the foregoing has, at any
         time, filed a consent under Section 341(f)(1) of  the
         Code,  or agreed under Section 341(f)(3) of the Code,
         to  have the provisions of Section 341(f)(2)  of  the
         Code apply to any sale of its stock.

     e.  There  is no (nor has there been any request for  an)
         agreement,  waiver  or  consent  providing   for   an
         extension  of time with respect to the assessment  of
         any  Taxes attributable to EX-NV or its Subsidiaries,
         or  their  assets  or  operations  and  no  power  of
         attorney  granted by EX-NV or any of its Subsidiaries
         with respect to any Tax matter is currently in force.

     f.  There  is no action, suit, proceeding, investigation,
         audit,   claim,  demand,  deficiency  or   additional
         assessment in EX-DE, pending or threatened against or
         with  respect to any Tax attributable to  EX-NV,  its
         Subsidiaries or their assets or operations.

     g.  All amounts required to be withheld as of the Closing
         Date  for  Taxes or otherwise have been withheld  and
         paid when due to the appropriate agency or authority.

     h.  No  property  of EX-NV is "tax-exempt  use  property"
         within the meaning of Section 168(h) of the Code  nor
         property that EX-NV and/or its Subsidiaries  will  be
         required  to  treat as being owned by another  person
         pursuant to Section 168(f)(8) of the Internal Revenue
         Code  of  1954, as amended and in effect  immediately
         prior to the enactment of the Tax Reform Act of 1986.

     i.  There  have been delivered or made available to EX-DE
         true  and  complete copies of all income Tax  Returns
         (or with respect to consolidated or combined returns,
         the  portion  thereof)  and  any  other  Tax  Returns
         requested  by EX-DE as may be relevant to EX-NV,  its
         Subsidiaries, or their assets or operations  for  any
         and  all  periods ending after December 31, 1998,  or
         for  any  Tax  years which are subject  to  audit  or
         investigation by any taxing authority or entity.

There  is  no contract, agreement, plan or arrangement, including
but not limited to the provisions of this Agreement, covering any
employee  or  former employee of EX-NV or its Subsidiaries  that,
individually or collectively, could give rise to the  payment  of
any  amount that would not be deductible pursuant to Section 280G
or 162 of the Code.

6.20 Environmental Matters.

     a.  At  all times prior to the date hereof, EX-NV and its
         Subsidiaries  have complied in all material  respects
         with    applicable   environmental   laws,    orders,
         regulations,  rules and ordinances  relating  to  the
         Properties (as hereinafter defined), the violation of
         which  would  have a material adverse effect  on  the
         business  or  financial condition of  EX-NV  and  its
         Subsidiaries,  taken  as  a  whole,  or  which  would
         require  a  payment by EX-NV or its  Subsidiaries  in
         excess  of  $2,000 in the aggregate, and  which  have
         been  duly  adopted,  imposed or promulgated  by  any
         legislative,  executive, administrative  or  judicial
         body or officer of any Governmental Body.

     b.  The     environmental    licenses,    permits     and
         authorizations that are material to the operations of
         EX-NV and its Subsidiaries, taken as a whole, are  in
         full force and effect.

     c.  Neither  EX-NV  nor  any  of  its  Subsidiaries   has
         released  or  caused to be released on or  about  the
         properties currently owned or leased by EX-NV or  any
         of   its  Subsidiaries  (the  "Properties")  any  (i)
         pollutants,   (ii)  contaminants,  (iii)   "Hazardous
         Substances,"  as  that  term is  defined  in  Section
         101(14)  of the Comprehensive Environmental  Response
         Act,  as  amended or (iv) "Regulated Substances,"  as
         that  term in defined in Section 9001 of the Resource
         Conservation  and  Recovery Act,  42  U.S.C.  Section
         6901, et seq., as amended, which would be required to
         be   remediated  by  any  governmental  agency   with
         jurisdiction over the Properties under the  authority
         of  laws, regulations and ordinances as in effect and
         currently  interpreted  on  the  date  hereof,  which
         remediation would have a material adverse  effect  on
         the  business or financial condition of EX-NV and its
         Subsidiaries, taken as a whole.

6.21 Registration. EX-NV agrees to file a registration statement
with the Securities and Exchange Commission as soon as possible
following the Closing, and to maintain the effectiveness of the
registration statement for two years. This registration statement
shall cover, at a minimum, all of the Nevada Shares.  EX-NV shall
pay all fees and expenses in connection with the Registration
Statement.  EX-NV shall take all necessary action, including
payment of necessary fees and expenses, which may be required in
qualifying or registering the Nevada Shares for offering and sale
under the securities or blue sky laws of such states as are
provided for EX-NV's issued and outstanding shares.

6.22     Absence  of Certain Commercial Practices. Neither  EX-NV
   nor  any of its Subsidiaries has, directly or indirectly, paid
   or  delivered  any fee, commission or other sum  of  money  or
   item  of  property,  however  characterized,  to  any  finder,
   agent,  government  official or other  party,  in  the  United
   States  or  any other country, which is in any manner  related
   to  the  business or operations of EX-NV or its  Subsidiaries,
   which EX-NV or one of its Subsidiaries knows or has reason  to
   believe  to  have  been illegal under any  federal,  state  or
   local  laws  of the United States or any other country  having
   jurisdiction;  and neither EX-NV nor any of  its  Subsidiaries
   has  participated, directly or indirectly, in any boycotts  or
   other  similar  practices  affecting  any  of  its  actual  or
   potential shareholders in violation of any applicable  law  or
   regulation.

6.23     Transactions with Directors and Officers. EX-NV and  its
   Subsidiaries  do  not engage in business with  any  Person  in
   which  any  of  EX-NV's directors or officers has  a  material
   equity  interest.  No director or officer of  EX-NV  owns  any
   property, asset or right which is material to the business  of
   EX-NV and its Subsidiaries, taken as a whole.

6.24     Borrowing and Guarantees. EX-NV and its Subsidiaries (a)
    do  not have any indebtedness for borrowed money, (b) are not
    lending  or committed to lend any money (except for  advances
    to employees in the ordinary course of business), and (c) are
    not guarantors or Sureties with respect to the obligations of
    any Person.

6.25     Purchase for Investment. EX-NV is obtaining the Delaware
    Shares  solely  for  its  own  account  for  the  purpose  of
    investment  and not with a view to, or for sale in connection
    with, any distribution of any portion thereof in violation of
    any applicable securities law.

6.26 Representations and Warranties of EX-NV (post-merger). EX-NV
     agrees to effect the following items in a timely manner after the
     Closing.

     6.26.1    a.) Raising capital. EX-NV will complete a capital
          raise  from the sale of EX-NV's common stock, with  net
          proceeds  of  not  less  than  $2,000,000,  within   30
          calendar  days  of  the Start of  Trading  (as  defined
          below).  EX-NV represents and warrants that this  raise
          of  capital  will be performed in accordance  with  all
          applicable  laws, including, but not limited  to  state
          and  federal securities laws. Proceeds shall be  placed
          with  the Escrow Agent, to be held in trust, and  shall
          be  released to EX-NV, in accordance with the following
          schedule:

               $500,000 within 3 days of the Completion Date (as
               defined below);
               $500,000 within 30 days of the Completion Date;
               $500,000 within 60 days of the Completion Date;
               and
               $500,000 within 120 days of the Completion Date.

          The  "Start of Trading" is defined as the date on which
          (i)  the first trade of EX-NV common stock occurs, (ii)
          the  trading  volume is at least 25,000  shares,  (iii)
          there are at least four (4) trades, and (iv) there  are
          at  least  two (2) market makers. The Start of Trading,
          however,  shall be no later than March  20,  2001.  The
          "Completion Date" is defined as the date on  which  the
          proceeds  of the capital raise are deposited  with  the
          Escrow Agent.

          All  proceeds from the $2,000,000 raise shall  be  used
          solely    as   operating   capital   for   EX-DE    and
          implementation of its existing business practices of EX-
          DE.

          b.) Additional Capital. EX-NV will use its best efforts
          to  raise and advance an additional $500,000 by way  of
          an  equity  or  debt within 210 days of the  Completion
          Date.  These funds will be placed with the Escrow Agent
          for its release. The board of directors may request the
          release  of  the funds on an accelerated basis,  should
          the  board  believe it is in the best interest  of  the
          shareholders.

     6.26.2    Repayment of out-of-pocket expenses and loans. EX-
          NV  agrees  to repay out-of-pocket expenses  and  loans
          made  by  St.  George Capital Corp., PTC Finance  Ltd.,
          Andrew Maltin and Gary Thomas existing on the books  of
          EX-DE,  approximately $375,000, over  the  first  three
          payments  schedules as referred to in  Section  6.26.1,
          each in equal installments. Maltin and Thomas will each
          receive 60/375 of each installment.

     6.26.3    Undertakings of further financing. EX-NV agrees to
          undertake such further financings, from time  to  time,
          as  the  market conditions allow in order to  meet  its
          business plan.

     6.26.4    Employment Agreement. EX-NV agrees to enter into a
          three year employment agreement with Gary Thomas at  an
          annual  compensation level which will be determined  by
          the   board   of   directors,  but   which   shall   be
          approximately $120,000 per year.

     6.26.5     Salary accruals. EX-NV agrees to pay Gary  Thomas
          and  Andrew  Maltin salary accruals of up  to  $150,000
          combined which shall be paid over a three month  period
          commencing  on  the  advance of the  first  payment  of
          $500,000 as referred to in Section 6.26.1.

     6.26.6     Nomination of EX-DE Director. EX-NV  agrees  that
          Andrew   Maltin,   Gary  Thomas,  and   Scott   London,
          collectively, may appoint one director to serve on  EX-
          NV's three-person board of directors.

     6.26.7     Option Plan. EX-NV agrees to establish an  option
          plan  consistent with industry standards  within  three
          months  of  the  Closing Date for  current  and  future
          employees of EX-DE.  Notwithstanding the foregoing, EX-
          NV  hereby agrees to assume the obligations of  EX-DE's
          existing Option Agreements

     6.26.8    Indemnification. EX-NV hereby agrees to indemnify,
          defend   and   hold  harmless,  EX-DE,  its   officers,
          directors,  shareholders, agents,  and  employees,  and
          their  successors and assigns, against all liabilities,
          damages,  claims, costs, expenses and losses (including
          reasonable  attorneys' fees and costs)  incurred  as  a
          result  of any breach of or failure of EX-NV to fulfill
          any  representation,  warranty, covenant  or  agreement
          made by it under this Agreement.

     6.26.9    Insurance. EX-NV agrees to purchase liability insurance
          to cover the actions of all officers and directors of EX-NV, and
          will have this insurance in effect at the Closing.
6.26.10   Existing Debt. EX-NV will deposit into the EX-DE
accounts funds that are sufficient to pay all outstanding checks
drawn upon those accounts. The total amount to be deposited
pursuant to this section shall not exceed US$ 70,000 and shall be
attributable to payroll taxes and salary accruals.
6.26.11   Consulting Agreement. EX-NV will cause EX-DE to enter
into a consulting agreement with Andrew Maltin. This agreement,
which will be drafted by EX-NV, shall cover a period of six (6)
months, and require Maltin to provide full-time service
(equivalent to 40 hours per week). Mr. Maltin shall receive
monthly payments of $10,000 during the term of the consulting
agreement. Such monthly payments shall be reduced pro-rata if Mr.
Maltin provides less than full-time service.

7. Access and Reporting; Filings With Governmental Authorities;
   Other Covenants.

  7.1 Access  between the date of this Agreement and the  Closing
      Date.  Each of EX-DE and EX-NV shall (a) give to the  other
      and its authorized representatives reasonable access to all
      plants,   offices,  warehouse  and  other  facilities   and
      properties  of EX-DE or EX-NV, as the case may be,  and  to
      its  books  and  records,  (b) permit  the  other  to  make
      inspections  thereof, and (c) cause its  officers  and  its
      advisors  to  furnish  the other with  such  financial  and
      operating  data and other information with respect  to  the
      business  and properties of such party and its Subsidiaries
      and to discuss with such and its authorized representatives
      its affairs and those of its Subsidiaries, all as the other
      may from time to time reasonably request.

  7.2 Exclusivity. From the date hereof until the earlier of  the
      Closing  or the termination of this Agreement, EX-NV  shall
      not  solicit or negotiate or enter into any agreement  with
      any  other Person with respect to or in furtherance of  any
      proposal for a merger or business combination involving, or
      acquisition of any interest in, or (except in the  ordinary
      course  of  business) sale of assets by, EX-NV, except  for
      the  exchange of the Nevada Shares for the Delaware  Shares
      from the EX-DE' Shareholders.

  7.3 Publicity.  Between  the  date of this  Agreement  and  the
      Closing  Date, EX-NV and EX-DE shall discuss and coordinate
      with  respect to any public filing or announcement  or  any
      internal  or  private announcement (including  any  general
      announcement  to  employees)  concerning  the  contemplated
      transaction.

  7.4 Regulatory  Matters. EX-DE and EX-NV shall  (a)  file  with
      applicable  regulatory  authorities  any  applications  and
      related documents required to be filed by them in order  to
      consummate  the contemplated transaction and (b)  cooperate
      with   each  other  as  they  may  reasonably  request   in
      connection with the foregoing.

  7.5 Confidentiality. Prior to the Closing Date (or at any  time
      if  the  Closing  does not occur) each of EX-DE  and  EX-NV
      shall  keep  confidential and not disclose  to  any  Person
      (other  than  its  employees,  attorneys,  accountants  and
      advisors)   or   use   (except  in  connection   with   the
      transactions    contemplated   hereby)    all    non-public
      information obtained pursuant to Section 7.1. Following the
      Closing,  each  of EX-DE and EX-NV shall keep  confidential
      and  not  disclose to any Person (other than its employees,
      attorneys,  accountants and advisors)  or  use  (except  in
      connection.  with  preparing  Tax  Returns  and  conducting
      proceeds  relating  to  Taxes)  any  nonpublic  information
      relating  to  the  other. This Section  7.5  shall  not  be
      violated  by  disclosure pursuant  to  court  order  or  as
      otherwise required by law, on condition that notice of  the
      requirement  for such disclosure is given the  other  party
      prior  to  making any disclosure and the party  subject  to
      such  requirement  cooperates as the other  may  reasonably
      request  in  resisting it. If the Closing does  not  occur,
      each  of  EX-DE  and EX-NV shall return to  the  other,  or
      destroy,  all information it shall have received  from  the
      other   in   connection  with  this   Agreement   and   the
      transactions contemplated hereby, together with any  copies
      or  summaries thereof or extracts therefrom. Each of  EX-DE
      and  EX-NV  shall  use their best efforts  to  cause  their
      respective     representatives,    employees,    attorneys,
      accountants  and advisors to whom information is  disclosed
      pursuant  to  Section 7.1 to comply with the provisions  of
      this Section 7.5.

8. Conduct of EX-NV's Business Prior to the Closing.

    8.1  Operation in Ordinary Course. Between the date  of  this
         Agreement  and  the  Closing  Date.  EX-NV  shall  cause
         conduct its businesses in all material respects  in  the
         ordinary course.

    8.2  Business   Organization.  Between  the  date   of   this
         Agreement and the Closing Date, EX-NV shall (a) preserve
         substantially intact the business organization of EX-NV;
         and  (b)  preserve in all material respects the  present
         business  relationships and good will of EX-NV and  each
         of its Subsidiaries.

    8.3  Corporate  Organization.  Between  the  date   of   this
         Agreement and the Closing Date, EX-NV shall not cause or
         permit any amendment of its certificate of incorporation
         or  by-laws  (or other governing instrument)  and  shall
         not:

          a.   issue,  sell or otherwise dispose of  any  of  its
               Equity  Securities, or create, sell  or  otherwise
               dispose of any options, rights, conversion  rights
               or  other  agreements or commitments of  any  kind
               relating  to the issuance, sale or disposition  of
               any of its Equity Securities;

          b.   create  or  suffer to be created  any  Encumbrance
               thereon,  or create, sell or otherwise dispose  of
               any  options, rights, conversion rights  or  other
               agreements or commitments of any kind relating  to
               the sale or disposition of any Equity Securities;

          c.   reclassify,  split up or otherwise change  any  of
               its Equity Securities;

          d.   be  party  to any merger, consolidation  or  other
               business combination;

          e.   sell,  lease, license or otherwise dispose of  any
               of  its  properties or assets (including, but  not
               limited  to  rights with respect  to  patents  and
               registered  trademarks  and  copyrights  or  other
               proprietary  rights),  in  an  amount   which   is
               material to the business or financial condition of
               EX-NV  and  its Subsidiaries, taken  as  a  whole,
               except in the ordinary course of business; or

          f.   organize any new Subsidiary or acquire any  Equity
               Securities  of  any  Person  or  any   equity   or
               ownership interest in any business.

    8.4  Other  Restrictions. Between the date of this  Agreement
         and the Closing Date, EX-NV shall not:

          a.   borrow  any funds or otherwise become subject  to,
               whether  directly  or  by  way  of  guarantee   or
               otherwise, any indebtedness for borrowed money;

          b.   create  any  material Encumbrance on  any  of  its
               material properties or assets;

          c.   except   in   the  ordinary  course  of  business,
               increase  in  any manner the compensation  of  any
               director or officer or increase in any manner  the
               compensation of any class of employees;

          d.   create  or  materially modify any material  bonus,
               deferred  compensation, pension,  profit  sharing,
               retirement,   insurance,  stock  purchase,   stock
               option,  or other fringe benefit plan, arrangement
               (any  other  employee benefit plan as  defined  in
               section 3(3) of ERISA);

          e.   make  any  capital  expenditure  or  acquire   any
               property or assets;

          f.   enter into any agreement that materially restricts
               EX-NV,  EX-DE  or  any of their Subsidiaries  from
               carrying on business;

          g.   pay,  discharge  or  satisfy any  material  claim,
               liability   or   obligation,  absolute,   accrued,
               contingent  or otherwise, other than  the  payment
               discharge or satisfaction. in the ordinary  course
               of   business   of   liabilities  or   obligations
               reflected  in  the EX-NV Financial  Statements  or
               incurred  in  the ordinary course of business  and
               consistent  with past practice since the  date  of
               the EX-NV Financial Statements; or

          h.   cancel  any  material debts or waive any  material
               claims or rights.

9. Definitions.

     As  used  in  this Agreement, the following terms  have  the
     meanings specified or referred to in this Section 9.

     9.1"Business  Day"  -  Any day that is  not  a  Saturday  or
        Sunday  or  a day on which banks located in the  City  of
        New York are authorized or required to be closed.

     9.2"Code" - The Internal Revenue Code of 1986, as amended.

     9.3"Disclosure  Letter" -- A letter dated the date  of  this
        Agreement, executed by either EX-DE and EX-NV,  addressed
        and  delivered  to  the other and containing  information
        required  by  this  Agreement  and  exceptions   to   the
        representations and warranties under this Agreement.

     9.4"Encumbrances"  - any security interest, mortgage,  lien,
        charge,  adverse  claim  or  restriction  of  any   kind,
        including,  but  not limited to, any restriction  on  the
        use,   voting,  transfer,  receipt  of  income  or  other
        exercise  of  any attributes of ownership, other  than  a
        restriction  on transfer arising under Federal  or  state
        securities laws.

     9.5 "Equity   Securities"  See  Rule   3a-11-l   under   the
         Securities Exchange Act of 1934.

     9.6 "ERISA"- The Employee Retirement Income Security Act  of
         1974, as amended.

     9.7 "Governmental Body" - Any domestic or foreign  national,
         state  or municipal or other local government or  multi-
         national  body  (including,  but  not  limited  to,  the
         European  Economic Community), any subdivision,  agency,
         commissioner authority thereof.

     9.8 "Knowledge"   -   Actual  knowledge,  after   reasonable
         investigation.

     9.9 "Person"  -  Any  individual, corporation,  partnership,
         joint   venture,   trust,  association,   unincorporated
         organization, other entity, or Governmental Body.

     9.10      "Subsidiary"  -  With respect to any  Person,  any
         corporation  of  which securities having  the  power  to
         elect   a  majority  of  that  corporation's  Board   of
         Directors (other than securities having that power  only
         upon  the  happening  of  a  contingency  that  has  not
         occurred) are held by such Person or one or more of  its
         Subsidiaries.

10.     Termination.

     10.1 Termination.  This  Agreement may be terminated  before
          the Closing occurs only as follows:

          a.   By written agreement of EX-DE and EX-NV at any
               time.

          b.   By  EX-NV, by notice to EX-DE at any time, if  one
               or  more of the conditions specified in Section  4
               is  not satisfied at the time at which the Closing
               (as  it  may be deferred pursuant to Section  2.1)
               would otherwise occur or if satisfaction of such a
               condition is or becomes impossible.

          c.   By  EX-DE, by notice to EX-NV at any time, if  one
               or  more of the conditions specified in Section  3
               is  not satisfied at the time at which the Closing
               (as  it may be deferred pursuant to Section  2.1),
               would otherwise occur or if satisfaction of such a
               condition is or becomes impossible.

          d.   By  either party, by notice to the other,  at  any
               time  after  the  Start of Trading  but  prior  to
               completion   of  the  obligations  under   Section
               6.26.1.a.

     10.2 Effect  of Termination. If this Agreement is terminated
          pursuant   to   Section  10.1,  this  Agreement   shall
          terminate  without any liability or further  obligation
          of  any party to another; provided however, EX-NV shall
          immediately  change its name so as not to  be  confused
          with  "Exotics.com." Notwithstanding this section,  the
          indemnification clause in Section 6.26.8 shall  survive
          the termination of this Agreement without limitation.

11.   Previous Agreements. By entering into this Agreement, EX-NV
  and  EX-DE  (and, where applicable, the Delaware  Shareholders)
  specifically  acknowledge  that any  and  all  representations,
  warranties,  or  provisions  in prior  agreements  between  the
  parties, whether written or oral, are superceded by the terms and
  conditions of this Agreement.

12.  Intentionally left blank.

13.   Notices.  All  notices,  consents,  assignments  and  other
   communications under this Agreement shall be in writing and shall
   be deemed to have been duly given when (a) delivered by hand, (b)
   sent  by telex or facsimile (with receipt confirmed), provided
   that  a  copy  is  mailed by registered mail,  return  receipt
   requested,  or  (c) received by the delivery service  (receipt
   requested),  in each case to the appropriate addresses,  telex
   numbers and facsimile numbers set forth below (or to such other
   addresses, telex numbers and facsimile numbers as a party  may
   designate as to itself by notice to the other parties),

  (a)  If to EX-NV:

                    Exotics.com, Inc.

                    Facsimile No.:
                    Attention:

          With a copy to:



                    Facsimile No.:
                    Attention:

(b)       If to EX-DE:

                    Exotics.com, Inc.
                    Facsimile No.:
                    Attention:

          With a copy to:

                    Chapman & Flanagan, Ltd.
                    2080 E. Flamingo Road, Suite 112
                    Las Vegas, NV 89119
                    Facsimile No.: (702) 650-5667
                    Attention:     Sean P. Flanagan, Esq.

14. Miscellaneous.

    14.2 Expenses.  Each  party  shall  bear  its  own   expenses
         incident to the preparation, negotiation, execution  and
         delivery  of this Agreement and the performance  of  its
         obligations hereunder.

    14.3 Captions.  The  captions  in  this  Agreement  are   for
         convenience of reference only and shall not be given any
         effect in the interpretation of this agreement,

    14.4 No  Waiver. The failure of a party to insist upon strict
         adherence to any term of this Agreement on any  occasion
         shall  not be considered a waiver or deprive that  party
         of  the right thereafter to insist upon strict adherence
         to  that  term or any other term of this Agreement.  Any
         waiver must be in writing.

    14.5 Exclusive    Agreement;   Amendment.   This    Agreement
         supersedes  all prior agreements among the parties  with
         respect  to its subject matter with respect thereto  and
         cannot be changed or terminated orally.

    14.6 Counterparts. This Agreement may be executed in  two  or
         more counterparts, each of which shall be considered  an
         original, but all of which together shall constitute the
         same instrument.

    14.7 Governing  Law.  This  Agreement and  (unless  otherwise
         provided) all amendments hereof and waivers and consents
         hereunder shall be governed by the internal law  of  the
         State of Nevada, without regard to the conflicts of  law
         principles thereof

    14.8 Binding  Effect.  This  Agreement  shall  inure  to  the
         benefit  of  and be binding upon the parties hereto  and
         their  respective successors and assigns, provided  that
         neither  party  may assign its rights hereunder  without
         the  consent  of  the other, provided  that,  after  the
         Closing,  no  consent  of  EX-DE  shall  be  needed   in
         connection  with  any merger or consolidation  of  EX-NV
         with or into another entity.

IN WITNESS WHEREOF, the corporate parties hereto have caused this
Agreement  to be executed by their respective officers,  hereunto
duly  authorized,  and entered into as of the  date  first  above
written.