U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 10-QSB/A

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________

                       COMMISSION FILE NUMBER: 000-29897

                         WORLD-AM COMMUNICATIONS, INC.
           (Exact name of Registrant as specified in its charter)

           Florida                                              59-3253968
(State or jurisdiction of incorporation                     (I.R.S. Employer
             or organization)                               dentification No.)

    1400 West 122nd Avenue, Suite 104, Westminster, Colorado           80234
            (Address of principal executive offices)               (Zip Code)

                 Registrant's telephone number:  (303) 452-0022

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common
Stock, $0.0001 Par Value

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) been subject to such filing requirements for the past 90 days.
Yes    X       No   .

As of March 31, 2001, the Registrant had 17,267,864  shares of
common stock issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes  No X.

                              TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                      PAGE

ITEM 1.  FINANCIAL STATEMENTS

         REPORT ON REVIEW BY INDEPENDENT
         CERTIFIED PUBLIC ACCOUNTANT                                   3

         CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2001               4

         CONSOLIDATED STATEMENTS OF OPERATIONS
         FOR THE THREE MONTHS ENDED
         MARCH 31, 2001 AND MARCH 31, 2000                             5

         CONSOLIDATED STATEMENTS OF CASH FLOWS
         FOR THE THREE MONTHS ENDED
         MARCH 31, 2001 AND MARCH 31, 2000                             6

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                    7

ITEM 2.  PLAN OF OPERATION                                             8

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                            15

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                    15

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                              16

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS          16

ITEM 5.  OTHER INFORMATION                                            16

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                             16

SIGNATURE                                                             17

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCAL STATEMENTS.

         REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

To the Board of Directors
World-Am Communications, Inc.
Westminster, Colorado

We have reviewed the accompanying consolidated balance sheet of World-
Am Communications, Inc. as of March 31, 2001 and the related
consolidated statements of operations and cash flows for the three
month period ended March 31, 2001 and 2000 included in the
accompanying Securities and Exchange Commission Form 10-QSB for the
period ended March 31, 2001.  These financial statements are the
responsibility of the Company's management.

We conducted our reviews in accordance with standards established by
the American Institute of Certified Public Accountants.  A review of
interim financial information consists principally of applying
analytical procedures to financial data and making inquiries of
persons responsible for financial and accounting matters.  It is
substantially less in scope than an audit conducted in accordance with
generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements as a
whole.  Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications
that should be made to the accompanying financial statements for them
to be in conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted
auditing standards, the balance sheet as of December 31, 2000, and the
related statements of operations, stockholders' equity and cash flows
for the year then ended (not presented herein).  In our report dated
March 28, 2001, we expressed an unqualified opinion on those financial
statements.  In our opinion, the information set forth in the
accompanying balance sheet as of March 31, 2001 is fairly stated in
all material respects in relation to the balance sheet from which it
has been derived.

/s/  Michael Johnson & Co., LLC
Michael Johnson & Co., LLC
Denver, Colorado
May 17, 2001

                       WORLD-AM COMMUNICATIONS, INC.
                        CONSOLIDATED BALANCE SHEET
                               (Unaudited)

                                                       March 31, 2001

                                 ASSETS:

Current Assets:
Cash                                                  $             -
Accounts receivable                                             9,449
Inventory                                                       9,757
Total Current Assets                                           19,206

Property and Equipment:
Office equipment and computers                                 39,993
Less accumulated depreciation                                  (2,641)
Property and Equipment, net                                    37,352

Other Assets:
Goodwill - net                                                  8,462
Total Other Assets                                              8,462

Total Assets                                                   65,020

                 LIABILITIES AND STOCKHOLDERS'  DEFICIT:

Current Liabilities:
Accounts payable                                              177,583
Bank overdraft                                                  3,605
Taxes payable                                                 101,978
Accrued expenses                                                6,502
Lines of credit                                                 1,175
Note payable - current portion                                 47,589
Total Current Liabilities                                     338,432

Stockholders'  Deficit:
Common stock, $.0001 par value, 500,000,000
shares authorized: 17,267,864 and 5,145,972, issued and
outstanding at March 31, 2001 and December 31, 2000,            1,727
respectively

Share subscription receivable                                       -
Additional paid-in capital                                  1,747,092
Retained deficit                                           (2,022,231)
Total Stockholders' Deficit                                  (273,412)

Total Liabilities And Stockholders' Deficit                    65,020

The accompanying notes are an integral part of these financial statements

                      WORLD-AM COMMUNICATIONS, INC.
                  CONSOLIDATED STATEMENTS OF OPERATIONS
                               (Unaudited)

                                                    Three months ended
                                                         March 31
                                                   2001               2000

Revenues:                                          32,350           27,097
Cost Of Goods Sold                                    818            1,795
Gross Profit                                       31,532           25,302

Operating Expenses:
Sales and Marketing                                     -            3,453
General and Administrative                         67,344           59,095
Total Operating Expenses                           67,344           62,548

Net Loss from Operations                          (35,812)          (37,246)

Other Income/Expenses
Other income                                            -                 -
Other expenses                                          -                 -
Total                                                   -                 -

Net (Loss)                                        (35,812)          (37,246)

Weighted average number of
shares outstanding                             13,227,233           512,975

Net Loss Per Share                                 (0.002)            (0.07)

The accompanying notes are an integral part of these financial statements

                        WORLD-AM COMMUNICATIONS, INC.
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Unaudited)

                                                    Three months ended
                                                         March 31
                                                   2001               2000

Cash Flows From Operating Activities:
Net (Loss)                                          (35,812)       (37,246)

Adjustments to reconcile net
loss to net cash used in operating
activities:
Depreciation and amortization                             -            577
Stock issued for services                             1,212              -

Changes in assets and liabilities:
Decrease (Increase) in accounts receivable           10,841        (39,548)
Decrease (Increase) in inventory                      3,777        (22,012)
Increase in accounts payable                          4,985        (38,446)
Increase in payroll liabilities                      15,188         19,643
(Decrease) in accrued expenses                        1,577          8,271
                                                     37,580        (71,515)

Net Cash Used in Operating Activities                 1,768       (108,761)

Cash Flow From Investing Activities:
Purchase of equipment                               (13,580)        (1,497)
Net Cash Used In Investing Activities               (13,580)        (1,497)

Cash Flow From Financing Activities:
Proceeds from issuance of common stock                    -        106,000
Proceeds from notes payable                           8,207         23,250

Net Cash Provided By Financing Activities             8,207        129,250

(Decrease) Increase in Cash                          (3,605)        18,992

Cash and Cash Equivalents -
Beginning of period                                   3,605              -

Cash and Cash Equivalents - End
of period                                                 -         18,992

Supplemental Cash Flow Information:
Interest paid                                             -              -
Taxes paid                                                -              -

The accompanying notes are an integral part of these financial statements

                        WORLD-AM COMMUNICATIONS, INC.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (Unaudited)

1.  Presentation of Interim Information

In the opinion of the management of World-Am Communications, Inc., the
accompanying unaudited financial statements include all normal
adjustments considered necessary to present fairly the financial
position as of March 31, 2001 and the results of operations and cash
flows for the three months ended March 31, 2001 and 2000.  Interim
results are not necessarily indicative of results for a full year.

The financial statements and notes are presented as permitted by Form
10-QSB, and do not contain certain information included in the
Company's audited financial statements and notes for the fiscal year
ended December 31, 2000.

ITEM 2.  PLAN OF OPERATION.

The following discussion should be read in conjunction with the
financial statements of the Registrant and notes thereto contained
elsewhere in this report.

Twelve Month Plan of Operation.

In the year 2001, the Registrant will also actively pursue
several business objectives; corporate growth financing, including but
not limited to commercial lines of credit, capital formation
activities, combined business ventures, market development, product
development, and strategic business development.

In general, the Registrant's efforts during the year following
the acquisition of Isotec, Inc., to augment operating and growth
capital has encountered numerous, unexpected diversions. The
Registrant has increased its activities in pursuit of capitalization,
employing new members of management, legal and consulting teams. These
actions, in combination with the Registrant's plan to immediately take
the steps necessary  to re-domicile the corporation to Nevada with a
new name and symbol in the near future, the Registrant believes will
aid in efforts to capitalize the company and increase shareholder value.

In the year 2001, the Registrant will focus its attention on the
marketing of the existing product line of products and development of
"Transparent Security?" product line.  The Registrant believes the
"Transparent Security?" product line will be ready for introduction
to the market sometime during the second half of 2001.

"Transparent Security" product line is a line of monitoring and
access devices designed to be unobtrusive to the occupant or passerby.
Such devices are designed to monitor and/or keep a count of how many
people pass through a certain area.  They may also be designed to
detect certain items the owner of the space may want to know about in
order to monitor specific movements of the individual(s) detected.  In
some settings an owner may not want to restrict access but does want
to know if there is anyone entering who may be carrying a concealed
weapon in order that the particular individual may be monitored discretely.

The Registrant believes that the "Transparent Security"
products already developed and those currently under development
represent a major new segment in the future growth of security product
marketing industry.

With respect to the marketing of the Registrant's existing
security products line, the Registrant plans to:

(a)  Continue to develop dealerships in key geographic locations
around the United States.  One such Dealership was added in January
2001 in the New York / New Jersey region.  This new dealer furnishes
equipment to clients such as the New York City Police Department, FBI,
U.S. Department of the Treasury and to Mexico.  The Registrant also
recently added a new dealer in the Mid-West.

(b)  The Registrant has entered into a Master Dealership agreement
with a company based in Mexico that will market the Registrants
products throughout Mexico.  The Registrant and this Mexican-owned
company are negotiating a joint manufacturing agreement.

(c)  The Registrant has entered into an agreement to provide a
Model 644 Access Control Portal for evaluation by the internal
security personnel of a major U. S. based electronics manufacturer.
This portal will integrate one of the "Transparent Security"
products, an optical product designed to provide passage control with
minimal physical barrier infrastructure, while employing this new
high-level optical technology.  If the evaluation is favorable, the
Registrant believes this manufacturer may purchase several similar
units for installation in their multiple facilities.

(d)  The Registrant recently entered into a Master Dealership
agreement with a company based in Honduras that will market the
Registrant's products throughout Central America.

(e)  The Registrant has hired a market development specialist to
concentrate on developing the distribution channels for the
Registrant's product on the national and international levels.  The
main thrust of this effort is to build up a network of dealers who
will consistently market the Registrants products.

(f)  In January 2001, the Registrant adopted a Non-Employee Directors
and Consultants Retainer Stock Plan.  This plan was adopted to permit
the Registrant to engage the services of consultants for the purposes
of helping to further develop and implement the Registrant's plan.  In
addition, the Registrant will utilize certain consultants to redesign
the corporate identity package.  This includes new logo(s), graphic
design, letterhead and other corporate communications.  It also is
anticipated that the Registrant will incorporate the new identity and
graphic design changes on the corporate Internet Web Site. The
Registrant is also considering utilizing the services of a lobbyist to
introduce the Registrant and its products to more governmental
clients.  The payment of consultants with the stock of the Registrant
aids in conservation of working capital for operational needs.

(g)  The Registrant is exploring several avenues to obtain necessary
financing for growth.  The areas being explored include, but are not
limited to; commercial credit lines, capital formation (i.e. private
placement/Form SB-2 registration), combined business ventures and factoring.

(h)  The Registrant is in discussions with a manufacturer of non-
competitive products.  The purpose of the discussion is to explore
utilizing the manufacturer's capacity to fabricate the metal
components in the Registrant's products.  Such an alliance would aid
the Registrant in accommodating more rapid growth and it would allow
the manufacturing company to utilize their production facility at
higher level of production.

(i)  The Registrant has a strategic alliance with a Colorado-based
security consultancy firm.  This firm specializes in evaluation of
security systems and procedures for many commercial and governmental
entities worldwide. The alliance is one of natural symbiosis and the
two companies are very comfortable with referring clients to one
another in the course of business.

(j)  The Registrant is seeking proposals from professional Investor
Relations and Public Relations firms to pursue sound conservative
approach to communicating information to the shareholders and the
public on an effective and timely basis and within the framework of
the securities regulations.   The Registrant plans to employ a new
IR/PR firm during the first half of 2001.

Recent Developments.

During the first quarter of 2001, the Registrant has continued to
expand its dealer network, both nationally and internationally with
the addition of Geovox Security, Inc., a Texas based dealer
specializing in correctional facilities, and the final negotiation of
a master dealership with a U.S. based, Turkish Security dealer
network.  Discussions are also being held with other dealer candidates
leading to signed agreements in the second quarter of 2001.

In addition, negotiations were successfully concluded with ADI, a
division of Pittway Corporation, for a supplier agreement covering the
sales of Isotec products throughout their national sales organization.
Initial orders are expected in the second quarter of 2001.

The Registrant in this period has continued to develop products
in its line of "Transparent Security?" monitoring and access devices
with the delivery of the first pre-production unit of its door frame,
thin line, weapons/metal detector.  A second such unit will be
delivered and featured at the Forced Protection Equipment
Demonstration show in Quantico, VA.

The Registrant is continuing its efforts to acquire the necessary
funding for growth and is in discussions with several parties to that
end.  Likewise the Registrant is actively pursuing a new investor
relations and public relations firm based upon proposals received.

Risk Factors in Connection with Plan of Operation.

An investment in the Registrant is subject to a number of risks.
Among these risks are the following:

(a)  Limited Prior Operations.

The Registrant has only had limited prior operations, having
embarked on its current line of business in February 2000.  Thus, the
Registrant is subject to all the risks inherent in the creation of a
new business.  The likelihood of the success of the Registrant must be
considered in the light of the problems, expenses, difficulties,
complications, and delays frequently encountered in connection with
the expansion of a business and the competitive environment in which
the Registrant operates.  Unanticipated delays, expenses and other
problems such as setbacks in product development, and market
acceptance are frequently encountered in connection with the expansion
of a business.

Consequently, there is only a limited operating history upon
which to base an assumption that the Registrant will be able to
achieve its business plans.  In addition, the Registrant has only
limited assets.  As a result, there can be no assurance that the
Registrant will generate significant revenues in the future; and there
can be no assurance that the Registrant will operate at a profitable
level.  If the Registrant is unable to obtain customers and generate
sufficient revenues so that it can profitably operate, the
Registrant's business will not succeed.

As a result of the fixed nature of many of the Registrant's
expenses, the Registrant may be unable to adjust spending in a timely
manner to compensate for any unexpected delays in the development and
marketing of the Registrant's products or any capital raising or
revenue shortfall.  Any such delays or shortfalls will have an
immediate adverse impact on the Registrant's business, operations and
financial condition.

(b)  Limited Revenues and Operating Profits.

The Registrant has had limited revenue and no income to date (net
loss of $137,696 for the six-month period ended December 31, 1999, a
net loss of $487,710 for the fiscal year ended December 31, 2000, and
a net loss of $35,812 for the three months ended March 31, 2001).  The
future growth and profitability of the Registrant will be principally
dependent upon its ability to successfully development its plan of
business and market its products.  Accordingly, the Registrant's
prospects must be considered in light of the risks, expenses and
difficulties frequently encountered in connection with the
establishment of a new business in a highly competitive industry,
characterized by new product introductions.

(c)  Additional Financing Will Be Required.

The Registrant has sufficient cash flow to meet its operating
requirements through 2001, but there can be no assurance the
Registrant will continue to meet its cash requirements.  However, the
current funds available to the Registrant, and the revenues generated
by the Registrant, will not be adequate for it to be competitive in
the areas in which it intends to operate, and may not be adequate for
the Registrant to survive.  Therefore, the Registrant will need to
raise additional funds in order to fully implement its business plan
(up to $1,000,000 over the next twelve months); this will enable the
company, among other things, to hire an additional three employees.
The Registrant's continued operations therefore will depend upon its
ability to raise additional funds through bank borrowings, equity or
debt financing.  There is no assurance that the Registrant will be
able to obtain additional funding when needed, or that such funding,
if available, can be obtained on terms acceptable to the Registrant.
If the Registrant cannot obtain needed funds, it may be forced to
curtail or cease its activities.  If additional shares were issued to
obtain financing, current shareholders may suffer a dilution on their
percentage of stock ownership in the Registrant.

(d)  Production.

The Registrant's success is dependant upon being able to secure
the materials necessary to quickly and efficiently produce the
products that the Registrant offers to the public.  Production is also
dependant upon the Registrant continuing to employ individuals to
assist in the manufacture of the products.  The Registrant cannot
guarantee that the Registrant will be able to obtain the materials
necessary to produce the Registrant's products, nor can the Registrant
guarantee that it will be able to retain the employees that it
currently employs to continue to manufacture the Registrant's
products.  Failure in either respect could be detrimental to the
Registrant's success.

(e)  Government Approval of Products.

The Registrant's success is dependant upon being able to secure
government approval for the products that the Registrant manufactures
and installs in facilities.  Many of the clients of the Registrant are
governmental entities and future regulation may deem the products that
the Registrant manufactures obsolete or ineffective.  Failure to
obtain government approval for the Registrant's products could be
detrimental to the Registrant's success.

(f)  Competition.

The Registrant's success is dependent upon being able to define
advantages that its competition currently has over the Registrant, as
well as being able to capitalize upon its strengths over the
competition.  The Registrant's competition has, in many instances,
been in the business longer, has better contacts and contracts, as
well as being better funded, either through equity or sales of
product.  In the event that the Registrant is not able to capitalize
upon its strengths, while working to combat its weaknesses, the
success of the competition may have a detrimental effect upon the
Registrant's success.

(g)  Influence of Other External Factors on Prospects for Registrant.

The industry of the Registrant in general is a speculative venture
necessarily involving some substantial risk. There is no certainty that
the expenditures to be made by the Registrant will result in a
commercially profitable business.  The marketability of its products
will be affected by numerous factors beyond the control of the
Registrant.  These factors include market fluctuations, and the general
state of the economy (including the rate of inflation, and local
economic conditions), which can affect companies' spending.  Factors
which leave less money in the hands of potential customers of the
Registrant will likely have an adverse effect on the Registrant.  The
exact effect of these factors cannot be accurately predicted, but  the
combination of these factors may result in the Registrant not receiving
an adequate return on invested capital.

(h)  Success of the Registrant Dependent on Management.

The Registrant's success is dependent upon the hiring of key
administrative personnel.  None of the Registrant's officers,
directors, and key employees has an employment agreement with the
Registrant; therefore, there can be no assurance that these personnel
will remain employed by the Registrant.  Should any of these
individuals cease to be affiliated with the Registrant for any reason
before qualified replacements could be found, there could be material
adverse effects on the Registrant's business and prospects.

In addition, all decisions with respect to the management of the
Registrant will be made exclusively by the officers and directors of
the Registrant.  Investors will only have rights associated with
shareholders to make decisions which affect the Registrant.  The
success of the Registrant, to a large extent, will depend on the
quality of the directors and officers of the Registrant.  Accordingly,
no person should invest in the shares unless he is willing to entrust
all aspects of the management of the Registrant to the officers and directors.

(i)  Control of Registrant by Officers and Directors.

The Registrant's officers and directors beneficially own
approximately 56% of the outstanding shares of the Registrant's common
stock.  As a result, such persons, acting together, have the ability
to exercise influence over all matters requiring stockholder approval.
Accordingly, it may be difficult for the investors hereunder to
effectuate control over the affairs of the Registrant.  Therefore, it
should be assumed that the officers, directors, and principal common
shareholders who control the majority of voting rights will be able,
by virtue of their stock holdings, to control the affairs and policies
of the Registrant.

(j)  Limitations on Liability, and Indemnification, of Directors
and Officers.

The Florida Statutes provide for permissive indemnification of
officers and directors and the Registrant may provide indemnification
under such provisions.  Any limitation on the liability of any
director, or indemnification of directors, officer, or employees,
could result in substantial expenditures being made by the Registrant
in covering any liability of such persons or in indemnifying them.

(k)  Potential Conflicts of Interest Involving Management.

Some of the officers and directors have other interests to which
they devote time, either individually or through partnerships and
corporations in which they have an interest, hold an office, or serve
on boards of directors, and each will continue to do so
notwithstanding the fact that management time may be necessary to the
business of the Registrant. As a result, certain conflicts of interest
may exist between the Registrant and its officers and/or directors
which may not be susceptible to resolution.

In addition, conflicts of interest may arise in the area of
corporate opportunities which cannot be resolved through arm's length
negotiations.  All of the potential conflicts of interest will be
resolved only through exercise by the directors of such judgment as is
consistent with their fiduciary duties to the Registrant.  It is the
intention of management, so as to minimize any potential conflicts of
interest, to present first to the board of directors of the Registrant
any proposed investments for its evaluation.

(l)  Absence of Cash Dividends.

The board of directors does not anticipate paying cash dividends
on the shares for the foreseeable future and intends to retain any
future earnings to finance the growth of the Registrant's business.
Payment of dividends, if any, will depend, among other factors, on
earnings, capital requirements, and the general operating and
financial condition of the Registrant, and will be subject to legal
limitations on the payment of dividends out of paid-in capital.

(m)  No Assurance of Continued Public Trading Market; Risk of Low
Priced Securities.

Since inception of public trading of the Registrant's common
stock on the Pink Sheets LLC in February 2000, there has been only a
limited public market for the common stock of the Registrant.  The
common stock of the Registrant is currently quoted on the Over the
Counter Bulletin Board.  As a result, an investor may find it
difficult to dispose of, or to obtain accurate quotations as to the
market value of the Registrant's securities.  In addition, the common
stock is subject to the low-priced security or so called "penny stock"
rules that impose additional sales practice requirements on broker-
dealers who sell such securities.  The Securities Enforcement and
Penny Stock Reform Act of 1990 ("Reform Act") requires additional
disclosure in connection with any trades involving a stock defined as
a penny stock (generally, according to recent regulations adopted by
the U.S. Securities and Exchange Commission, any equity security that
has a market price of less than $5.00 per share, subject to certain
exceptions), including the delivery, prior to any penny stock
transaction, of a disclosure schedule explaining the penny stock
market and the risks associated therewith.   The regulations governing
low-priced or penny stocks sometimes limit the ability of broker-
dealers to sell the Registrant's common stock and thus, ultimately,
the ability of the investors to sell their securities in the secondary
market.

(n)  Effects of Failure to Maintain Market Makers.

If the Registrant is unable to maintain a National Association of
Securities Dealers, Inc. member broker/dealers as market makers after
relisting on the Bulletin Board, the liquidity of the common stock
could be impaired, not only in the number of shares of common stock
which could be bought and sold, but also through possible delays in
the timing of transactions, and lower prices for the common stock than
might otherwise prevail.  Furthermore, the lack of  market makers
could result in persons being unable to buy or sell shares of the
common stock on any secondary market.  There can be no assurance the
Registrant will be able to maintain such market makers.

(o)  Shares Eligible For Future Sale

All of the 7,867,253 shares of common stock which are currently
held by management have been issued in reliance on the private
placement exemption under the Securities Act of 1933.  Such shares
will not be available for sale in the open market without separate
registration except in reliance upon Rule 144 under the Securities Act
of 1933.  In general, under Rule 144 a person (or persons whose shares
are aggregated) who has beneficially owned shares acquired in a non-
public transaction for at least one year, including persons who may be
deemed affiliates of the Registrant (as that term is defined under
that rule) would be entitled to sell within any three-month period a
number of shares that does not exceed the greater of 1% of the then
outstanding shares of common stock, or the average weekly reported
trading volume during the four calendar weeks preceding such sale,
provided that certain current public information is then available.
If a substantial number of the shares owned by these shareholders were
sold pursuant to Rule 144 or a registered offering, the market price
of the common stock could be adversely affected.

Forward Looking Statements.

The foregoing Plan of Operation contains "forward looking
statements" within the meaning of Rule 175 under the Securities Act of
1933, as amended, and Rule 3b-6 under the Securities Act of 1934, as
amended, including statements regarding, among other items, the
Registrant's business strategies, continued growth in the Registrant's
markets, projections, and anticipated trends in the Registrant's
business and the industry in which it operates.  The words "believe,"
"expect," "anticipate," "intends," "forecast," "project," and similar
expressions identify forward-looking statements.  These forward-
looking statements are based largely on the Registrant's expectations
and are subject to a number of risks and uncertainties, certain of
which are beyond the Registrant's control.  The Registrant cautions
that these statements are further qualified by important factors that
could cause actual results to differ materially from those in the
forward looking statements, including, among others, the following:
reduced or lack of increase in demand for the Registrant's products,
competitive pricing pressures, changes in the market price of
ingredients used in the Registrant's products and the level of
expenses incurred in the Registrant's operations.  In light of these
risks and uncertainties, there can be no assurance that the forward-
looking information contained herein will in fact transpire or prove
to be accurate.  The Registrant disclaims any intent or obligation to
update "forward looking statements."

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

The Registrant is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by or
against the Registrant has been threatened.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

Sales of Unregistered Securities.

Other than as set forth below, there were no sales of unregistered
securities in the quarter ended March 31, 2001.  On January 29, 2001, the
Registrant issued stock options to the two principals of the company covering
the 5,400,000 shares of common stock, exerciable at $0.10 per share from the
date of grant until January 29, 2011.  These options were granted under the
Registrant's Employee Stock Incentive Plan.  No commissions or fees were
payable in connection with the issuance of these options.

These issuances of stock options were undertaken under Rule 506 of
Regulation D by the fact that:

the sales were made to a sophisticated investors as defined in Rule 502;

the company gave each purchaser the opportunity to ask questions and
receive answers concerning the terms and conditions of the offering and
to obtain any additional information which the company possessed or
could acquire without unreasonable effort or expense that is necessary
to verify the accuracy of information furnished;

at a reasonable time prior to the sale of securities, the company
advised each purchaser of the limitations on resale in the manner
contained in paragraph Rule 502(d)2 of this section;

neither the company nor any person acting on its behalf sold the
securities by any form of general solicitation or general advertising;
and

the company exercised reasonable care to assure that the purchasers of
the securities are not underwriters within the meaning of section 2(11)
of the Act in compliance with Rule 502(d).

Use of Proceeds.

Not applicable.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

Not Applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5.  OTHER INFORMATION.

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

Exhibits.

Exhibits included or incorporated by reference herein are set
forth in the attached Exhibit Index.

Reports on Form 8-K.

No reports on Form 8-K were filed during the first quarter of the
fiscal year covered by this Form 10-QSB.

                                 SIGNATURE

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

                                          World-Am Communications, Inc.



Dated: August 21, 2001                       By: /s/ James H. Alexander
                                          James H. Alexander, President

                                  EXHIBIT INDEX

Exhibit                           Description
No.

2.1     Agreement and Plan of Merger between the Registrant and Allmon
        Corporation, dated May 11, 2000 (incorporated by reference
        to Exhibit 2.1 of the Form 8-K12g-3 filed on May 16, 2000).

2.2     Stock Purchase Agreement between the Registrant, Isotec,
        Incorporated, and selling shareholders, dated February 22,
        2000 (see below).

3.1     Articles of Incorporation, dated June 29, 1994 (incorporated
        by reference to Exhibit 3.1 of the Form 8-K12g3 filed on May
        16, 2000).

3.2     Amended Articles of Incorporation, dated April 6, 1995
       (incorporated by reference to Exhibit 3.1 of the
        Registration Statement on Form 8-K12g-3 filed on May 16, 2000).

3.3     Articles of Amendment to Articles of Incorporation, dated
        February 7, 1997 (incorporated by reference to Exhibit 3.1
        of the Form 8-K12g-3 filed on May 16, 2000).

3.4     Articles of Amendment to Articles of Incorporation, dated
        July 2, 1997 (incorporated by reference to Exhibit 3.1 of
        the Form 8-K12g-3 filed on May 16, 2000).

3.5     Articles of Amendment to the Articles of Incorporation,
        dated August 17, 1998 (incorporated by reference to Exhibit
        3.1 of the Form 8-K12g-3 filed on May 16, 2000).

3.6     Articles of Amendment to Articles of Incorporation, dated
        January 18, 2000 (incorporated by reference to Exhibit 3.6 of
        The Form 10-QSB filed on August 14, 2001).

3.7     Bylaws, dated May 15, 2000 (incorporated by reference to
        Exhibit 3.2 of the Form 8-K12g-3 filed on May 15, 2000).

4.1     Employee Stock Incentive Plan, dated January 22, 2001
       (incorporated by reference to Exhibit 4.1 of the Form S-8
        filed on January 29, 2001).

4.2     Non-Employee Directors and Consultants Retainer Stock Plan,
        dated January 5, 2001 (incorporated by reference to Exhibit
        4.2 of the Form S-8 filed on January 29, 2001).

21      Subsidiaries of the Registrant (incorporated by reference to
        Exhibit 21 of the Form 10-KSB filed on April 2, 2001).

                                    EX-2.2

                          STOCK PURCHASE AGREEMENT


AGREEMENT, dated as of the 22nd day of February, 2000 by among each of
YT2k, Ltd., a Colorado limited liability company, James Alexander,
Paul Labarile, CAMP Trust, Harsh Development LLC, (the "Selling
Shareholders") and Isotec, Incorporated, (the "Company" or "Isotec"),
the Shareholders being hereinafter separately called the "Selling
Shareholder" and collectively called "Selling Shareholders') and World-
Am Communications, Inc. a Florida corporation ("World") or ("Buyer").

                                      WITNESSETH:

WHEREAS, the Selling Shareholders are the owners of all of the shares
of Isotec and the underlying assets being acquired herein; and

WHEREAS, Buyer is a publicly registered, trading and non-reporting
company; and

WHEREAS, the Company is principally engaged in the business of
designing, creating, interfacing, managing and marketing secure portal
or entrance devices and related technologies (the "Business"); and

WHEREAS, the Selling Shareholders wish to sell to Buyer, and Buyer
wishes to purchase from the Selling Shareholders, the shares of
Isotec, the components, services and know-how of the Selling
Shareholders, all subject to the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of and in reliance upon the
covenants, conditions, representations and warranties herein
contained, the parties hereto hereby agree as follows:

1.  Purchase and Sale Agreement.

1.1.  Agreement of Purchase and Sale.  Subject to the terms and
conditions set forth in this Agreement and in reliance upon the
representations, warranties, covenants and conditions herein
contained, on the Execution Date and as adjusted on the Closing Date
(as defined in Section 2.1 hereof) the Selling Shareholders shall
sell, convey, assign, transfer and deliver to Buyer, and Buyer shall
purchase from the Selling Shareholders, the Purchased Shares, free and
clear of any and all liens, claims, charges or encumbrances of any
nature whatsoever.

1.2.  Purchased Shares.  As used in this Agreement, the term
"Purchased Shares " means all of the shares of Isotec, Incorporated.
which shall include, through its Business, its properties and assets
employed, used or available for use in the Business, real and
personal, tangible and intangible, of every kind and nature, wherever
located, as the same shall exist on the Closing Date, including,
without limitation, all licenses, equipment, software, know-how and
capability of Isotec, Incorporated, including the rights and interests
of Isotec under warranties, guarantees, insurance policies, pending or
executory contracts and commitments for the purchase or lease of
materials, supplies or services in connection with the Business,
pending or executory contracts and commitments for the sale or lease
of products or services in connection with the Business, and other
leases and pending or executory contracts and commitments of any
nature relating to the Business; deferred charges, advance payments,
prepaid expenses and deposits; rights of offset and credits of all
kinds; all other names, brands and marks used in connection with the
Business, and all derivatives and combinations thereof; all
promotional materials; all research and development relating to the
components, materials and systems; new products, new designs,
processes or cost reductions which are used or useful or in any way
related to or of potential benefit to the Business; telephone numbers
listings and rights under governmental and administrative licenses,
permits and approvals, (b) specifications, manuals and technical data,
trade secrets, discoveries, blueprints, drawings, inventions, designs,
patents, improvements, processes, product information and data, shop
rights and know-how, and (c) all properties and assets acquired by
Isotec, Incorporated after January 4, 2000 for use in the business.

1.3.  Assumed Liabilities.  None. The liabilities of the Business
of Isotec, Incorporated shall remain liabilities of Isotec only.

1.4.  Purchase Price.  Subject to any adjustment (as defined in
Subsection 2.4(c)), the purchase price for the Purchased Assets shall
be $1,500,000 (the "Purchase Price"), represented by the issuance of
Seventy Four Million Shares of Common Capital Stock of World-Am
Communications, Inc., based on a per shares valuation of $.0202 cents
per share, in exchange for 100% of the issued and outstanding shares
of Isotec, representing the aggregate amount of the fair market values
of the various categories of such Shares and the underlying Purchased
Assets as agreed upon by Buyer and the Selling Shareholders and set
forth below (Buyer and the Selling Shareholders each hereby agreeing
to report the transaction for tax purposes (federal income or
otherwise) on a basis consistent therewith), increased or decreased in
accordance with any Adjustment.

1.5  Investment Intent.  The Selling Shareholders represent and
warrant that they are acquiring the World Am Communications, Inc.
Shares for investment purposes only and not with an intent to re-sell
the same. The Selling Shareholders shall execute their investment
letter to WORLD as part of the closing of this sale. The Selling
Shareholders acknowledge and understand that the WORLD shares which
are being issued to them are unregistered securities and will bear a
restrictive legend upon issuance. No sale or other disposition of
these shares will be allowed except upon the establishment of an
exemption from the registration provisions of the Securities Act of
19933 (the" Act") or by registration.

2.  Closing

2.1.  Closing Date.  The closing of the sale and purchase provided
for herein (the "Closing") shall take place at 10:00 A.M., local time,
at the offices of World on or before January 30, 2000 or at such other
place, time and date as may hereafter be mutually agreed upon by the
parties (such time and date of Closing being hereinafter called the
"Closing Date"). The execution date shall be the date of execution of
this Agreement.

2.2.  Action by Buyer.  Subject to the terms and conditions herein
contained, on the Execution date of this Agreement Buyer shall deliver
to the Selling Shareholders (in addition to the documents and
instruments to be delivered by it pursuant to Articles 3 and 9 hereof):

(a)  the Purchase Price for the Purchased Assets plus or
minus any Adjustment in cash;

(b)  delivery of seventy four million (74,000,000) shares of
restricted common capital stock of World based upon an agreed
upon value of $.0202 per share;

2.3.  Action by the Selling Individual and Selling Shareholders.
Subject to the terms and conditions herein contained, on the Execution
Date and Closing Date the Selling Individual and/ or the Selling
Shareholders, as the case may be, shall deliver to Buyer (in addition
to the documents and instruments to be delivered by it pursuant to
Articles 3 and 8 hereof):

(a)  a duly executed stock power, signature guaranteed
representing all shares and ownership interests in Isotec and a
assignment of the license attached hereto and made a part hereof
on the execution date;

(b)  all such warranties and licenses necessary to operate
the equipment and software as of the execution date;

(c)  other lease assignments, certificates of title; patent,
trademark, trade name and copyright assignments (in form suitable
for recording in the United States Patent and Trademark Office
and in the comparable offices of all relevant foreign
jurisdiction) and other instruments of transfer; and

(d)  all third party consents and governmental and
administrative approvals, as shall be, in the opinion of Buyer,
necessary or appropriate in order to convey, transfer and assign
to and vest in Buyer good and marketable right, title and
interest in and to the Purchased Shares, free and clear of all
liens, security interests, claims, charges and encumbrances of
any nature whatsoever.

3.  Additional Covenants.

3.1.  Further Assurances.  The Selling Shareholders, Buyer and
each of the Selling Shareholders hereby agrees that it or he shall
from time to time after the Closing Date, at its or his sole cost and
expense, take any and all actions, and execute, acknowledge, deliver,
file and/ or record any and all documents and instruments, as any
other party may reasonably request in order to more fully perfect the
rights which are intended to be granted to such party hereunder.

3.2.  Non-Assignable Contracts.  Anything in this Agreement
contained to the contrary notwithstanding, nothing in this Agreement
shall be construed as an attempt to assign (a) any contract or
agreement that is at law non-assignable without the consent of the
other party thereto and as to which such consent shall not have been
given, or (b) any contract or agreement as to which all the remedies
for the enforcement thereof and the rights thereunder enjoyed by the
Selling Shareholders would not, as a matter of law, pass to Buyer as
an incident of the assignments provided for by this Agreement. In
order, however , that the full value of every contract and agreement
of the character described in clauses (a) and (b) of the immediately
preceding sentence and all claims and demands relating to such
contracts and agreements may be realized, the Selling Shareholders
hereby agree with Buyer that they will, at their sole cost and
expense, at the request and under the direction of Buyer , in the name
of the Selling Shareholders or otherwise, as Buyer shall specify and
as shall be permitted by law, take all such action and do or cause to
be done all such things as shall be, in the opinion of Buyer,
necessary or desirable (i) in order that the rights and benefits of
the Selling Shareholders under such contracts and agreements shall be
preserved and (ii) for, and to facilitate, the collection of the
monies, services or warranties due and payable, and to become due and
payable, to the Selling Shareholders in and under every such contract
and agreement, and the Selling Shareholders will hold the same for the
benefit of and will pay the same, when received, to Buyer.

3.3.  Investigation.  Between the date hereof and the Closing Date
Buyer may, directly and through its representatives, make such
investigation of the Business and the Purchased Shares and underlying
Assets as Buyer deems necessary or advisable, but such investigation
shall not affect any of the representations and warranties of the
Selling Individual or any of the Selling Shareholders contained herein
or in any instrument or document delivered pursuant hereto. In
furtherance of the foregoing, Buyer and Buyer's representatives shall
have, at all reasonable times after the date hereof, full access to
the premises and to the books and records of the Business, and the
Selling Shareholders shall furnish to Buyer and its representatives
such contracts, purchase orders, invoices, financial and operating
data and other information with respect to the Business and the
underlying Purchased Assets as Buyer may from time to time reasonably
request. Buyer shall use its reasonable efforts not to disclose or use
any confidential information that it obtains in connection with the
foregoing, except to the extent which it deems to be necessary in
order to evaluate the Business. In the event that the purchase and
sale transaction provided for herein is not consummated for any reason
whatsoever, Buyer shall return to Isotec and the Selling Shareholders
all documents, workpapers and other written materials which were
obtained by it during the course of such investigation which
constitute confidential information.

3.4.  Consummation of Transaction.  Each of the parties hereto
hereby agrees to use his or its best efforts to cause all conditions
precedent to his or its obligations and to the obligations of the
other parties hereto to consummate the transactions contemplated
hereby to be satisfied, including, but not limited to, using his or
its best efforts to obtain all required consents, waivers, amendments,
modifications, approvals, authorizations, novations and licenses;
provided, however, that nothing herein contained shall be deemed to
modify any of the obligations imposed upon any of the parties hereto
under this Agreement or any agreement executed and delivered pursuant hereto.

3.5.  Cooperation.  Each of the parties hereto hereby agrees to
fully cooperate with the other parties hereto in preparing and filing
any notices, applications, reports and other instruments and documents
which are required by, or which are desirable in the opinion of any of
the parties hereto in respect of, any statute, rule, regulation or
order of any governmental or administrative body in connection with
the transactions contemplated hereby.

3.6.  Accuracy of Representations.  Each party hereto agrees that
prior to the Closing Date he or it will enter into no transaction and
take no action, and will use his or its best efforts to prevent the
occurrence of any event, which would. result in any of his or its
representations, warranties or covenants contained in this Agreement
or in any agreement, document or instrument delivered pursuant hereto
not to be true and correct, or not to be performed as contemplated, at
and as of the time immediately after the occurrence of such
transaction or event.

3.7.  Conduct of Business.  Isotec and the Selling Shareholders
covenant and agree, and each of the Selling Shareholders covenants and
agrees to use his or their best efforts to cause Isotec to conduct its
and their Business operations during the period from the date hereof
to the Closing Date only in the ordinary course of business and in a
manner consistent with the equipment lists and criteria previously
provided to Buyer and in compliance with applicable laws, except
pursuant to the terms hereof or unless World shall otherwise agree in
writing; and the Selling Shareholders shall use their best efforts to,
preserve intact and to maintain and preserve the Business and its
underlying Purchased Assets, to keep available the services of the
respective employees and consultants of Isotec and to preserve the
present goodwill of Isotec and the Selling Shareholders and its
relationships with customers, suppliers and other persons with whom it
has business relations. By way of illustration and not limitation,
neither Isotec nor the Selling Shareholders nor any Selling
Stockholder shall, between the date hereof and the Closing Date,
directly or indirectly do, or propose or commit to do, any of the
following without the prior written consent of World:

(a)  except as set forth on Schedule 3.7(b), and to the
extent required under existing written agreements as in effect on
the date of this Agreement, (i) increase the compensation or
fringe benefits of any of their employees, (ii) enter into
employment arrangements, with any other employee of the Selling
Shareholders involving compensation in excess of $25,000, (iii)
establish, adopt, enter into or amend or terminate any written
agreement or other plan, agreement, trust, fund, policy or
arrangement for the benefit of any employees or (iv)
notwithstanding any agreement to the contrary , pay any bonus,
salary or compensation to any of the Shareholders of the Selling
Shareholders;

(b)  sell, lease, license, mortgage or otherwise encumber or
subject to any lien or otherwise dispose of any of the Purchased
Assets;

(c)  incur any indebtedness for borrowed money or guarantee
any such indebtedness of another person, issue or sell any debt
securities or warrants or other rights to acquire any debt
securities of the Selling Shareholders, guarantee any debt of
another person, or enter into any arrangement having the economic
effect of any of the foregoing;

(d)  authorize or permit any of Isotec's employees or any
investment banker, financial advisor, attorney, accountant or
other representative, to solicit, initiate or encourage
(including by way of furnishing information) or take any other
action to facilitate, any inquiries or the making of any proposal
which constitutes, or may reasonably be expected to lead to an
agreement or a mutual understanding as to terms or the execution
of a letter of intent or definitive agreement or publicly
announced agreement in principle with regard to a transaction or
series of transactions with a party other than World, which
transactions relate to the sale or other disposition of the
shares, assets or business of the Selling Shareholders or any
other financing, stock repurchase, restructuring (including any
merger or consolidation involving the Selling Shareholders) ,
stock issuance or similar transaction (other than in the ordinary
course of business) which causes the Selling Shareholders or the
Selling Shareholders not to consummate any of the transactions
contemplated by this Agreement.

3.8.  Use of Names.  At the Closing Isotec and the Selling
Shareholders shall, at their cost and expense, take such other action
as is necessary or is in the opinion of Buyer desirable so that Buyer
will have full and exclusive right, title and interest in and to, and
exclusive use of, all of the names, brands and marks used in
connection with the Business, including, without limitation, the name
"Isotec". In furtherance of the foregoing, the Selling Shareholders
hereby agree from and after the Closing Date they shall not use or
permit any of their companies or affiliates to use, directly or
indirectly, any of such words, names, brands, marks or expressions, or
anything so closely resembling any of the foregoing as to be likely
confused therewith, or as to be likely to detract from the value of
any of the underlying Purchased Assets or the Business.

3.9.  Waiver of Compliance with Bulk Transfer.  With respect to
the transactions contemplated by this Agreement, Buyer and the Selling
Shareholders hereby waive compliance with any applicable provisions of
the so-called "bulk transfer laws" (Article 6 of the Uniform
Commercial Code) of any relevant jurisdiction. Each of the Selling
Shareholders hereby agrees to indemnify and hold Buyer harmless from
and against any and all losses, liabilities, claims, damages, costs
and expenses (including reasonable attorneys, fees and disbursements)
which Buyer may sustain, suffer or incur as a result of or in
connection with such "bulk transfer laws" or the waiver hereby of
compliance therewith.

3.10.  Payment of Taxes Upon Transfer of Purchased Assets.
The Selling Shareholders shall be responsible for, and shall pay, any
and all sales, use, purchase, transfer and similar taxes (real estate
or otherwise), and any and all filing, recording, registration and
similar fees, arising out of the transactions contemplated by this Agreement.

3.11.  Survival of Representations and Warranties.  Each of
the parties hereto hereby agrees that all representations and
warranties made by or on behalf of him or it in this Agreement or in
any document or instrument delivered pursuant hereto shall survive for
a period of three (3) years following the Closing Date and the
consummation of the transactions contemplated hereby, except with
respect to the representation and warranties set forth in Sections 4
which shall survive for the applicable statute of limitation periods.

3.12.  Books and Records.  The Selling Shareholders shall, for
a period of at least seven (7) years following the Closing Date,
maintain and make available to Buyer and its representatives for
inspection and reproduction, during regular business hours, all books
and records relating to the Purchased Assets, and the Business.  Buyer
shall, for a period of at least seven (7) years following the Closing
Date, maintain and make available to the Selling Shareholders and
their representatives for inspection and reproduction, during regular
business hours, all books and records relating to the underlying
Purchased Assets, the Business, but only insofar as said books and
records relate to periods ending on or prior to the Closing Date.

3.13.  Discharge of Liens.  The Selling Shareholders shall
cause all liens, claims, charges and encumbrances upon any of the
Purchased Shares to be terminated or otherwise discharged at or prior
to the Closing.

3.14.  Products Liability Insurance.  On or prior to the
Closing Date, Isotec shall, at its expense, cause Buyer to be named as
an additional insured under such products liability insurance policies
as in effect on the Closing Date, if any. The Selling Shareholders
shall provide Buyer with a copy of said policies at the Closing,
together with the written agreements of the insurers that said
policies will not be modified or canceled without at least 30 day's
prior written notice to Buyer.

3.15.  Employment Agreement.  At the Closing, Buyer shall
enter into an employment contract with Paul Labarile in substantially
the form of Exhibit D attached hereto (the "Employment Agreement").

4.  Representations and Warranties as to Each Selling Individual and
the Selling Shareholders.  Each of the Selling Shareholders jointly
and severally represent and warrant to Buyer as follows:

4.1.  Ownership and Power.  The Selling Shareholders own the
shares of Isotec without limitation, lien or restriction thereon.
There are no options, rights, or other claims or rights to ownership
of Isotec shares except as disclosed on Exhibit 4.1 hereto. Isotec has
full power and authority to own, lease and operate the underlying
purchased assets, the business and to carry on its business as
presently contemplated and as provided in the marketplace. There are
no states or jurisdictions in which the character and location of any
of the equipment or properties owned or leased by Isotec, or the
conduct of its business, makes it necessary for it to qualify to do
business as a foreign corporation.

4.2.  Fair Market Value.  The fair market value of the purchased
assets is One Million Five Hundred Thousand U.S. Dollars ($1,500,000).
All shares being sold to Buyer herein hereto have been duly and
validly purchased and are fully paid for with no claim or lien or set-off.

4.3.  Authority.  The execution and delivery by the Selling
Shareholders of this Agreement and of all of the agreements to be
executed and delivered by them pursuant hereto, the performance by
them of their obligations hereunder and thereunder, and the
consummation of the transactions contemplated hereby and thereby, have
been duly and validly authorized by all necessary action on the part
of the Selling Shareholders, and the Selling Shareholders have all
necessary power with respect thereto. This Agreement is, and when
executed and delivered by the Selling Individual and the Selling
Shareholders (to the extent that they are parties thereto) each of the
other agreements to be delivered by any or all of them pursuant hereto
will be, the valid and binding obligation of the Selling Individual
and the Selling Shareholders (to the extent that they are parties
thereto) in accordance with its terms.

4.4.  Non-contravention.  Except as set forth on Schedule 4.4
neither the execution and delivery by any Selling Shareholder or any
of the Selling Shareholders of this Agreement or of any agreement to
be executed and delivered by any or all of them pursuant hereto, nor
the consummation of any of the transactions contemplated hereby or
thereby, nor the performance by any of them of any of their respective
obligations hereunder or thereunder, will (nor with the giving of
notice or the lapse of time or both would) (a) conflict with or result
in a breach of any provision of any Agreements or Licenses of the
Selling Shareholders, or (b) give rise to a default, or any right of
termination, cancellation or acceleration, or otherwise be in conflict
with or result in a loss of contractual benefits to any of them, under
any of the terms, conditions or provisions of any note, bond,
mortgage, indenture, license, agreement or other instrument or
obligation to which any of them is a party or by which any of them may
be bound, or require any consent, approval or notice under the terms
of any such document or instrument, or (c) violate any order, writ,
injunction, decree, law, statute, rule or regulation of any court or
governmental or administrative authority which is applicable to any of
them, or (d) result in the creation or imposition of any lien, claim,
security interest restriction, charge or encumbrance upon any of the
Purchased Shares, or (e) interfere with or otherwise adversely affect
the ability of Buyer to carry on the Business after the Closing Date
on substantially the same basis as is now contemplated by the Selling
Shareholders.

4.5.  Absence of Undisclosed Liabilities.  Isotec and the Selling
Shareholders have no liabilities or obligations of any nature
whatsoever, whether accrued, absolute, contingent or otherwise, which
have not been (a) in the case of liabilities and obligations of a type
customarily reflected on a balance sheet prepared in accordance with
GAAP, or (b) in the case of other types of liabilities and
obligations, described in any of the Schedules delivered pursuant
hereto or omitted from said Schedules in accordance with the terms of
this Agreement.

4.6.  Shares and Underlying Assets.  The Purchased Shares and the
Assets of Isotec comprise all of the assets which are necessary in
order for Buyer to carry on the proposed Business after the Closing
Date on substantially the same basis as is now contemplated by the
Selling Shareholders and as represented to the Buyer. The Selling
Shareholders have good and valid title to all of the Purchased Shares,
free and clear of all mortgages, liens, pledges, charges or
encumbrances of any nature whatsoever and Isotec has good and valid
title to all of its Assets. All equipment and software which are
material to the business, operation or condition (financial or
otherwise) of Isotec is in good operating condition and repair, and
are suitable for the purposes for which they are used; and none of
such equipment, software or systems, when built, will require any
specialized repairs except for ordinary , routine maintenance and
repairs which are not substantial in nature or cost.

4.7.  Litigation.  Other than as set forth in Schedule 4.7 there
are no claims, suits, actions, arbitration, investigations, inquiry or
other proceeding before any governmental agency, court or tribunal,
domestic or foreign, or before any private arbitration tribunal,
pending or, to the best of the knowledge of the Selling Shareholders,
threatened, against or relating to the Selling Shareholders, the-
Business or any of the Purchased Assets; nor, is there any basis for
any such claim, suit, action, arbitration, investigation, inquiry or
other proceeding. There are no judgments, orders, stipulations,
injunctions, decrees or awards in effect which relate to the Selling
Shareholders, the Business or any of the Purchased Assets, the effect
of which is (a) to limit, restrict, regulate, enjoin or prohibit any
business practice in any area, or the acquisition of any properties,
assets or businesses, or (b) otherwise materially adverse to the
Business or any of the Purchased Shares or underlying Assets.

4.8.  No Violation of Law.  The Selling Shareholders are not
engaging in any activity or omitting to take any action as a result of
which (a) it is in violation of any law, rule, regulation, zoning or
other ordinance, statute, order, injunction or decree, or any other
requirement of any court or governmental or administrative body or
agency, applicable to the Selling Shareholders, the Business or any of
the Purchased Shares or Assets, including, but not limited to, those
relating to: occupational safety and health; environmental and
ecological protection (e.g., the use, storage, handling, transport or
disposal of pollutants, contaminants or hazardous or toxic materials
or wastes, and the exposure of persons thereto); business practices
and operations; labor practices; employee benefits; and zoning and
other land use, and (b) the Selling Shareholders, the Business and/ or
any of the Purchased Assets have been or may be materially and
adversely affected.

4.9.  Intellectual Property.  Schedule 4.9 is a complete and
correct list of all (a) United States and foreign patents, trademark
and trade name registrations, trademarks and trade names, brand marks
and brand name registrations, service-marks and serviceman
registrations, assumed names and copyrights and copyright
registrations, owned in whole or in part or used by Isotec and/ or the
Selling Shareholders for use through Isotec, and all applications
therefor, (b) inventions, discoveries, improvements, processes,
formulae, proprietary rights and trade secrets relating to the
Business, and (c) licenses and other agreements to which the Selling
Shareholders is a party or otherwise bound which relate to any of the
foregoing. Except as expressly set forth in said Schedule 4.9 (a) the
Selling Shareholders owns or has the right to use all of the
foregoing; (b) no proceedings have been instituted, are pending or, to
the best of the knowledge of the Selling Shareholders are threatened,
which challenge the rights of the Selling Shareholders in respect
thereto or the validity thereof and, to the best knowledge of the
Selling Shareholders, there is no valid basis for any such
proceedings; (c) none of the aforesaid violates any laws, statutes,
ordinances or regulations, or has at any time infringed upon or
violated any rights of others, or is being infringed by others; and
(d) none of the aforesaid is subject to any outstanding order, decree,
judgment, stipulation or charge.

4.10.  Tax Matters.  The Selling Shareholders have filed with
the appropriate governmental agencies all tax returns and reports
required to be filed by them, and have paid in full or made adequate
provision for the payment of, all taxes, interest, penalties,
assessments and deficiencies shown to be due or claimed to be due on
such tax returns and reports. The United States federal income tax
returns of the Isotec has not been examined by the Internal Revenue
Service ("the IRS").

4.11  Insurance.  Attached hereto as Schedule 4.11 is a complete
and correct list and summary description of all policies of insurance
relating to any of the underlying Purchased Assets or the Business in
which the Selling Shareholders are an insured party, beneficiary or
loss payable payee. Such policies are in full force and effect, all
premiums due and payable with respect thereto have been paid, and no
notice of cancellation or termination has been received by the Selling
Shareholders with respect to any such policy. In the opinion of the
Selling Shareholders, such policies cover risks normally insured
against, and are in amounts normally carried, by companies engaged in
similar businesses. The Selling Shareholders has not sustained any
material loss or interference with their business from fire, storm,
explosion, flood or other casualty, whether or not covered by
insurance, or from any labor dispute or court of governmental action,
order or decree.

4.12  Employee Arrangements.

(a)  Schedule 4.12 is a complete and correct list and
summary description of all (i) union, collective bargaining,
employment, management, termination and consulting agreements to
which the Selling Shareholders is a party or otherwise bound, and
(ii) compensation plans and arrangements; bonus and incentive
plans and arrangements; deferred compensation plans and
arrangements; pension and retirement plans and arrangements;
profit-sharing and thrift plans and arrangements; stock purchase
and stock option plans and arrangements; hospitalization and
other life, health or disability insurance or reimbursement
programs; holiday, sick leave, severance, vacation, tuition
reimbursement, personal loan and product purchase discount
policies and arrangements; and other plans or arrangements
providing for benefits for employees of the Selling Shareholders.
Said Schedule also lists the names and compensation of all
employees of the Selling Shareholders whose earnings during the
last fiscal year was $25,000 or more (including bonuses and other
incentive compensation), and all employees who are expected to
receive at least said amount in respect of the present year.

(b)  Schedule 4.12 also sets forth all outstanding loans and
other advances (other than travel advances in the ordinary course
of business which do not exceed $1,000 per individual) made by
the Selling Shareholders to any of its officers, directors,
employees, Shareholders, partners or consultants.

4.13.  Certain Business Matters.  Except as is set forth in
Schedule 4.13 (a) neither Isotec nor the Selling Shareholders is/ are
not a party to or bound by any distributorship, dealership, sales
agency, franchise or similar agreement which relates to the sale or
distribution of any of the products and services of the Business, (b)
the product and service warranties given by the Company or by which
they are bound (complete and correct copies or descriptions of which
are set forth on Schedule 4.13, entail no greater obligations than are
customary in the business of the Company, (c) the Company is not a
party to or bound by any agreement which limits its freedom to compete
in any line of business or with any person, or which is otherwise
materially burdensome to it, and (d), Isotec is not a party to or
bound by any agreement in which (or any affiliate of any such person)
has, or had when made, a direct or indirect material interest.

4.14.  Certain Contracts.  Schedule 4.14 is a complete and
correct list of all contracts, commitments, indentures, mortgages,
obligations, agreements and understandings which are not set forth in
any other Schedule delivered hereunder and to which Isotec is a party
or otherwise bound, except for each of those which (a) was made in the
ordinary course of business, and (b) either (i) is terminable by
Isotec (and will be terminable by Buyer) without liability, expense or
other obligation on 30 days, notice or less, or (ii) may be
anticipated to involve aggregate payments to or by Isotec of $10,000
(or the equivalent) or less calculated over the full term thereof, and
(c) is not otherwise material to the Business or any of the underlying
Purchased Assets. Complete and correct copies of all contracts,
commitments, indentures, mortgages, obligations, agreements and
undertakings set forth on any of the Schedules delivered pursuant to
this Agreement have been furnished by Isotec to Buyer, and except as
expressly stated on the Schedule on which they are set forth, (a) each
of them is in full force and effect, no person or entity which is a
party thereto or otherwise bound thereby is in default thereunder, and
no event, occurrence, condition or act exists which does (or which
with the giving of notice or the lapse of time or both would) give
rise to a default or right of cancellation, acceleration or loss of
contractual benefits thereunder; (b) there has been no threatened
cancellations thereof, and there are no outstanding disputes
thereunder; and (c) none of them is materially burdensome to the
Company. None of the material provisions of such contracts,
instruments or agreements violates any existing applicable law, rule,
regulation, judgment, order or decree of any governmental agency or
court having jurisdiction over the Business or the underlying
Purchased Assets.

4.15.  Approvals.  Schedule 4.15 is a complete and correct
list of all governmental, administrative and third-party consents,
permits, appointments, approvals, licenses, certificates, franchises
and other authorizations which, are necessary for the operation of the
Business or to own or operate Isotec and the underlying Purchased
Assets, all of which have been obtained by Isotec and/ or the Selling
Shareholders and are in full force and effect. There are no
proceedings pending or, to the best of the Selling Shareholders'
knowledge, threatened, or any basis therefor, seeking to cancel,
terminate or limit such consents, permits, appointments, approvals,
licenses, certificates, franchises or other authorizations.

4.16.  Information as to the Selling Shareholders.  None of
the representations or warranties made by the Selling Shareholders or
any of the Selling Shareholders in this Agreement or in any agreement
executed and delivered by or on behalf of any of them pursuant hereto
are false or misleading with respect to any material fact, or omit to
state any material fact necessary in order to make the statements
therein contained not misleading.

5.  Representations and Warranties as to Buyer.  World represents and
warrants to the Selling Shareholders as follows:

5.1.  Organization. Standing and Power.  World is a Florida
corporation duly organized, validly existing and in good standing
under the laws of the State of Florida, with full corporate power and
authority to own, lease and operate its properties and to carry on its
business as presently conducted by it. As of January 1, 2000, World
has 500,000,000 common shares authorized, of which 114,228,200 are
issued and outstanding.  All shares are fully paid and non-assessable.
World shall effect a reverse split of its shares and W. C.
Entertainment Inc. shall cancel that portion of its shares to the
effect that at the closing of the transaction, World will have not
more than 7,000,000 shares issued and outstanding on a fully diluted
basis, plus shares held in trust for liabilities.

5.2.  Authority.  The execution and delivery by World of this
Agreement and of each agreement to be executed and delivered by it
pursuant hereto, the compliance by World with the provisions hereof
and thereof, and the consummation of the transactions contemplated
hereby and thereby, have been duly and validly authorized by all
necessary corporate action on the part of World and World has all
necessary corporate power with respect thereto. This Agreement is, and
when executed and delivered by World each other agreement to be
executed and delivered by either or both of them pursuant hereto will
be, the valid and binding obligation of World, as applicable, in
accordance with its terms. Neither the execution and delivery by World
of this Agreement or of any of the aforementioned other agreements,
nor the consummation of the transactions contemplated hereby or
thereby, nor the compliance by World with the provisions hereof and
thereof, will (nor with the giving of notice or the lapse of time or
both, would) conflict with or result in a violation of any provision
of the Certificates of Incorporation or By-laws of either World, or in
the breach of any material agreement to which World is a party or
otherwise bound.

6.  Indemnification.

6.1.  Indemnification by the Selling Shareholders and the Selling
Stockholders.  The Selling Shareholders and each Selling Stockholders,
jointly and severally, indemnify and hold World harmless from and
against any and all losses, obligations, deficiencies, liabilities,
claims, damages, costs and expenses including, without limitation, the
amount of any settlement entered into pursuant hereto, and all
reasonable legal and other expenses incurred in connection with the
investigation, prosecution or defense of any matter indemnified
pursuant hereto (a "Loss") which Loss World and/or Buyer may sustain,
suffer or incur and which arise out of, are caused by, relate to, or
result or occur from or in connection with (a) liabilities other than
the Assumed Liabilities, (b) the noncompliance with any applicable
bulk transfer laws of any jurisdiction, or (c) the breach by the
Selling Shareholders or any of the Selling Shareholders of any
representation, warranty or covenant made by him or it in this
Agreement or in any agreement or instrument executed and delivered
pursuant hereto. This indemnification obligation shall also apply to
claims directly by World against the Selling Shareholders and/ or the
Selling Stockholders as well as to third party claims.

6.2.  Indemnification by Buyer.  Buyer indemnities and holds the
Selling Shareholders and the Selling Shareholders harmless from and
against any Loss, which Loss any of them may sustain, suffer or incur
and which arise out of, are caused by, relate to, or result or occur
from or in connection with (a) the Assumed Liabilities or (b) the
breach by Buyer of any representation, warranty or covenant made by it
in this Agreement or in any agreement or instrument executed and
delivered pursuant hereto. This indemnification obligation shall also
apply to claims directly by the Selling Shareholders and/ or the
Selling Shareholders against Buyer as well as to third party claims.

6.3.  Third Party Claims.  If a claim by a third party is made
against any party or parties hereto and the party or parties against
whom said claim is made intends to seek indemnification with respect
thereto under this Article 6, the party or parties seeking such
indemnification shall promptly notify the indemnifying party or
parties, in writing, of such claim; provided, however, that the
failure to give such notice shall not affect the rights of the
indemnified party or parties hereunder unless such failure materially
and adversely affects the indemnifying party or parties. The
indemnifying party or parties shall have ten days after said notice is
given to elect, by written notice given to the indemnified party or
parties, to undertake, conduct and control, through counsel of their
own choosing (subject to the consent of the indemnified party or
parties, such consent not to be unreasonably withheld) and at their
sole risk and expense, the good faith settlement or defense of such
claim, and the indemnified party or parties shall cooperate with-the
indemnifying parties in connection therewith; provided: (i) in the
case of the Selling Shareholders and/ or any of the Selling
Shareholders as the indemnifying party or parties, it or they shall
not thereby permit to exist any lien, encumbrance or other adverse
change upon any of the Purchased Assets, Buyer or the Business, and
(ii) the indemnified party or parties shall be entitled to participate
in such settlement or defense through counsel chosen by the
indemnified party or parties, provided that the fees and expenses of
such counsel shall be borne by the indemnified party or parties. So
long as the indemnifying party or parties are contesting any such
claim in good faith, the indemnified party or parties shall not payor
settle any such claim; provided, however, that notwithstanding the
foregoing, the indemnified party or parties shall have the right to
payor settle any such claim at any time, provided that in such event
they shall waive any right of indemnification therefor by the
indemnifying party or parties, If the indemnifying parties do not make
a timely election to undertake the good faith defense or settlement of
the claim as aforesaid, or if the indemnifying parties fail to proceed
with the good faith defense or settlement of the matter after making
such election, then, in either such event, the indemnified party or
parties shall have the right to contest, settle or compromise the
claim at their exclusive discretion, at the risk and expense of the
indemnifying parties to the full extent set forth in Sections 6.1 or
6.2 hereof, as the case may be.

7.  Non-disclosure; Non-compete.

7 .1.  "Confidential Information" Defined.  As used in this
Article 7, the term "Confidential Information" shall mean any and all
information (oral and written) relating to the Business or the
Purchased Assets, other than such information which can be shown by
the Selling Shareholders to be in the public domain (such information
not being deemed to be in the public domain merely because it is
embraced by more general information which is in the public domain)
other than as the result of a breach of the provisions of Section 7.2
below, including, but not limited to, information relating to:
identity and description of goods and services used; purchasing;
costs; pricing; machinery and equipment; manufacturing processes;
technology; research; test procedures and results; customers and
prospects; marketing; and selling and servicing.

7 .2.  Non-disclosure of Confidential Information.  The
Selling Shareholders and each of the Selling Shareholders hereby
agrees not to, at any time, directly or indirectly, use, communicate,
disclose or disseminate any Confidential Information in any manner whatsoever

7 .3.  Non-compete Covenant. Except as otherwise provided in
the Employment Agreements, the Selling Shareholders and each of the
Selling Shareholders shall not, during the six month period commencing
on the Closing Date, directly or indirectly, within any county (or
adjacent counties) in any state or Canadian province in which Isotec
is engaged in the Business, (a) engage or become interested in any
entity (whether as owner , manager, operator, licensor, licensee,
lender, partner, stockholder, joint venturer, employee, consultant or
otherwise) sells, distributes or otherwise deals with any products (or
similar or competitive products) which are currently or at the
expiration of the six month period are manufactured, sold, distributed
or otherwise dealt with by Isotec, or (b) take any other action which
constitutes an interference with or a disruption of Buyer's operation
of the Business or Buyer's use, ownership and enjoyment of the
Business of Isotec including, without limitation, the solicitations of
Isotec's customers, [Notwithstanding the foregoing, the Selling
Shareholders and each Selling Stockholder shall be permitted to own
not more than 10% of any class of securities which is registered under
the Securities Exchange Act of 1934, as amended; provided, however,
that said limitation shall apply to the aggregate holdings of any
Selling Stockholder or the Selling Shareholders, as the case may be,
and those of all other persons and entities with whom he or it has
agreed to act for the purpose of acquiring, holding, voting or
disposing of such securities.  Further, such limitation shall not
apply to Harsh Development LLC in any manner.

For purposes of clarification, but not of limitation, the Selling
Shareholders and each of the Selling Shareholders hereby acknowledges
and agrees that the provisions of this Section 7.3 shall serve as a
prohibition against him or it, during the period described therein,
directly or indirectly, hiring, offering to hire, enticing away or in
any other manner persuading or attempting to persuade any officer,
employee, agent, lessor, lessee, licensor, licensee, customer,
prospective customer or supplier of the Business to discontinue or
alter his or its relationship with the Business.

7 .4.  Injunctive Relief. etc.  The parties hereto hereby
acknowledge and agree that (a) Buyer and World would be irreparably
injured in the event of a breach by the Selling Individual or any of
the Selling Shareholders of any of his or its obligations under this
Article 7 with respect to unauthorized disclosure of Confidential
Information or engaging in activities in violation of Section 7.3, (b)
monetary damages would not be an adequate remedy for any such breach,
and (c) Buyer shall be entitled to injunctive relief, in addition to
any other remedy which it may have, in the event of any such breach.
It is hereby also agreed that the existence of any claims which the
Selling Shareholders or any of the Selling Shareholders may have
against Buyer, whether under this Agreement or otherwise, shall not be
a defense to the enforcement by Buyer of any of its rights under this
Article 7.

7.5.  Scope of Restriction.  It is the intent of the parties
hereto that the covenants contained in this Article 7 shall be
enforced to the fullest extent permissible under the laws of and
public policies of each jurisdiction in which enforcement is sought
(the Selling Shareholders and the Selling Shareholders hereby
acknowledging that said restrictions are reasonably necessary for the
protection of Buyer). Accordingly, it is hereby agreed that if anyone
or more of the provisions of this Article 7 shall be adjudicated to be
invalid or unenforceable for any reason whatsoever, said provision
shall be (only with respect to the operation thereof in the particular
jurisdiction in which such adjudication is made) construed by limiting
and reducing it so as to be enforceable to the extent permissible.

7.6.  Additional Undertakings.  The provisions of this
Article 7 shall be in addition to, and not in lieu of, any other
obligations with respect to the subject matter hereof, whether arising
as a matter of contract, by law or otherwise, including, but not
limited to, any obligations which may be contained in any employment
or consulting agreements between Buyer and any of the Selling
Shareholders.

8.  Right of World to Abandon.  World shall have the right to
terminate this Agreement and abandon the transactions contemplated
hereby in the event that any of the following shall not be true or
shall not have occurred, as the case may be, as of the Closing Date:

8.1.  Accuracy of Representations and Warranties.  The
representations and warranties of the Selling Shareholders and the
Selling Shareholders contained in this Agreement or in any document,
agreement or instrument delivered by any or all of them pursuant
hereto shall have been true when made, and, in addition, shall be true
on and as of the Closing Date with the same force and effect as though
made on and as of the Closing Date.

8.2.  Performance of Agreements.  The Selling Shareholders and the
Selling Shareholders shall have performed all obligations and
agreements, and complied with all covenants and conditions, contained
in this Agreement or in any document, agreement or instrument
delivered by any or all of them pursuant hereto and required to be
performed or complied with by any or all of them at or prior to the
Closing Date.

8.3.  Certificate.  The Selling Individual and the Selling
Shareholders shall have each furnished Buyer with a certificate or
certificates (executed, on behalf of the Selling Shareholders, by its
President), dated the Closing Date, to the effect that he or it has
fulfilled the conditions specified in Sections 8.1 and 8.2 above.

8.4.  Opinion of Counsel for the Selling Shareholders.  Buyer
shall have received an opinion of Thomas F. Pierson, P.C., counsel for
the Selling Shareholders, dated the Closing Date, in substantially the
form of Exhibit E attached hereto and made a part hereof.

8.5.  Litigation.  No order of any court or administrative agency
shall be in effect which restrains or prohibits the transactions
contemplated hereby, and no suit, action, inquiry , investigation or
proceeding in which it will be, or it is, sought to restrain, prohibit
or change the terms of or obtain damages or other relief in connection
with this Agreement or any of the transactions contemplated hereby,
and which in the judgment of Buyer or World makes it inadvisable to
proceed with the consummation of such transactions, shall have been
instituted or threatened by any person or entity.

8.6.  Consents and Approvals.  All consents, waivers, approvals,
licenses and authorizations by third parties and governmental and
administrative authorities (and all amendments or modifications to
existing agreements with third parties) required as a precondition to
the performance by the Selling Shareholders of their respective
obligations hereunder and under any agreement delivered pursuant
hereto, including, without limitation, the consent of Landlord, or
which in Buyer's judgment are necessary to continue unimpaired any
rights in and to the Purchased Assets which could be impaired by the
purchase and sale hereunder, shall have been duly obtained and shall
be in full force and effect.

8.7.  Date of Consummation.  The sale and purchase of the
Purchased Assets pursuant hereto shall have been consummated on or
prior to January 30, 2000.

8.8.  Validity of Transactions.  The validity of all transactions
contemplated hereby, as well as the form and substance of all
agreements, instruments, opinions, certificates and other documents
delivered by the Selling Shareholders and the Selling Shareholders
pursuant hereto, shall be satisfactory in all material respects to
World and its counsel.

8.9.  Board Authorization.  The approval of this Agreement and all
of the transactions contemplated hereby by the Board of Directors of
Buyer.

8.10.  Due Diligence.  Buyer being satisfied that the results
of its "due diligence" investigation (as contemplated in Section 3.3
hereof) of the Selling Shareholders' business, liabilities, properties
and assets are materially consistent with all of the data, statistics,
financial statements, representations, assurances and other
information, financial and otherwise relating to the Isotec's business
liabilities, properties and assets provided to Buyer by the Selling
Shareholders and/or the Selling Shareholders, either orally or in
writing, prior to the date of this Agreement.

8.11.  Audit of Istoec.  Buyers' expert and accountants shall
have commenced their financial audit of Isotec and the underlying
Purchased Assets.

8.12.  Employment Agreement.  Paul Labarile shall have
executed the Employment Agreement with Buyer.

8.13.  No Material Adverse Changes.  Except as otherwise
permitted by this Agreement, there shall not have occurred after the
date hereof, in the reasonable judgment of Buyer, a material adverse
change in the condition or capability of Isotec, the underlying
Purchased Assets or the Business.

9.  Right of the Selling Shareholders to Abandon.  The Selling
Shareholders shall have the right to terminate this Agreement and
abandon the transactions contemplated hereby in the event that any of
the following shall not be true or shall not have occurred, as
the case may be, as of the Closing Date:

9.1.  Accuracy of Representations and Warranties.  The
representations and warranties of World contained in this Agreement or
in any document, agreement or instrument delivered by it pursuant
hereto shall have been true when made, and, in addition, shall be true
on and as of the Closing Date with the same force and effect as though
made on and as of the Closing Date.

9.2.  Performance of Agreements.  World shall have performed all
obligations and agreements, and complied with all covenants and
conditions, contained in this Agreement or in any document, agreement
or instrument delivered by it pursuant hereto and required to be
performed or complied with by it at or prior to the Closing Date.

9.3.  Certificate.  Buyer shall have furnished the Selling
Shareholders with a certificate, executed by a responsible executive
officer of Buyer, dated the Closing Date, to the effect that it has
fulfilled the conditions specified in Sections 9.1 and 9.2 hereof.

9.4.  Opinion of Counsel for Selling Shareholders.  The Selling
Shareholders shall have received an opinion of Richard Anslow, Esq.
Counsel for Buyer, dated the Closing Date, in substantially the form
of Exhibit F attached hereto and made a part hereof.

9.5.  Litigation.  No order of any court or administrative agency
shall be in effect which restrains or prohibits the transactions
contemplated hereby, and no suit, action, inquiry , investigation or
proceeding in which it will be, or it is, sought to restrain, prohibit
or change the terms of or obtain damages or other relief in connection
with this Agreement or any of the transactions contemplated hereby,
and which in the judgment of Selling Shareholders makes it inadvisable
to proceed with the consummation of such transactions, shall have been
instituted or threatened by any person or entity.

9.6.  Consents and Approvals.  All consents, waivers, approvals,
licenses and authorizations by third parties and governmental and
administrative authorities (and all amendments and modifications to
existing agreements with third parties) required as a precondition to
the performance by the Buyer of its obligations hereunder shall have
been duly obtained and shall be in full force and effect.

9.7.  Date of Consummation.  The sale and purchase of the
Purchased Assets pursuant hereto shall have been consummated on or
prior to January 30, 2000.

9.8.  Employment Agreement.  Buyer shall have executed the
Employment Agreement with Paul Labarile.

10.  Miscellaneous Provisions.

10.1.  Effect of Abandonment.  In the event that this
Agreement is terminated and the transactions contemplated hereby are
abandoned pursuant to the terms hereof, this Agreement shall forthwith
become wholly void and of no force and effect, except as to the last
two sentences of Section 3.3 hereof and Section 10.2 hereof; provided,
however, that nothing in this Agreement contained shall be deemed to
relieve any party hereto from liability for any breach of this
Agreement prior to termination.

10.2.  Expenses.  Except as otherwise provided in this
Agreement, each of the parties hereto shall pay his or its own costs
and expenses in connection with this Agreement and the transactions
contemplated hereby. For purposes of this Agreement, the expenses of
the Selling Shareholders shall be deemed to be the expenses of the
Selling Shareholders.

10.3.  Execution in Counterparts.  This Agreement may be
executed in one or more counterparts, and by the different parties
hereto in separate counterparts, each of which shall be deemed to be
an original but all of which taken together shall constitute one and
the same agreement, and shall become effective when one or more
counterparts has been signed by each of the parties hereto and
delivered to each of the other parties hereto.

10.4.  Notices.  All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to
have been duly given or made as of the date delivered, if delivered
personally, or one (1) business day after having been deposited with
courier, if sent by overnight courier or having been sent by telecopy,
if sent by telecopy (receipt confirmed), or three (3) business days
after having been mailed, if mailed by registered or certified mail,
postage prepaid, return receipt requested, as follows:

If to Buyer, to:

World-Am Communications, Inc.
2215 High Point Drive
Brandon, Florida 33511
Attn: Robert

Copy to:

Richard J. Anslow, Esq.
Freehold Executive Center
4400 Route 9 South, 2nd Floor
Freehold, N.J. 07728

If to the Selling Shareholders, to:

The addresses listed on Ex. "A" hereto.

Copy to:

Thomas F. Pierson, P.C.
1004 Depot Hill Road, Suite 1E
Broomfield, Colorado 80020
Attn: Thomas F. Pierson, Esq.

or to such other address as any party shall have designated by like
notice to the other parties hereto (except that a notice of change of
address shall only be effective upon receipt).

10.5.  Amendment.  This Agreement may only be amended by a
written instrument executed by each of the parties hereto.

10.6.  Entire Agreement.  This Agreement (together with the
other agreements and documents being delivered pursuant to or in
connection with this Agreement) constitutes the entire agreement of
the parties hereto with respect to the subject matter hereof, and
supersedes all prior agreements and understandings of the parties,
oral and written, with respect to the subject matter hereof.

10.7.  Headings.  The headings contained herein are for the
sole purpose of convenience of reference, and shall not in any way
limit or affect the meaning or interpretation of any of the terms or
provisions of this Agreement.

10.8.  Assignment.  Prior to the Closing Date, neither this
Agreement nor any rights, interests or obligations hereunder may be
assigned (by operation of law or otherwise) by any party hereto
without the prior written consent of all of the parties hereto, except
that this Agreement may be assigned to a wholly-owned subsidiary of
Buyer without the need for such prior consent.

10.9.  Binding Effect; Benefits.  This Agreement shall inure
to the benefit of, and shall be binding upon, the parties hereto and
their respective heirs, legal representatives, successors and
permitted assigns. Nothing herein contained, express or implied, is
intended to confer upon any person other than the parties hereto and
their respective heirs, legal representatives, successors and
permitted assigns, any rights or remedies under or by reason of this
Agreement.

10.10.  Waiver, etc.  The failure of any of the parties hereto
to at any time enforce any of the provisions of this Agreement shall
not be deemed or construed to be a waiver of any such provision, nor
to in any way affect the validity of this Agreement or any provision
hereof or the right of any of the parties hereto to thereafter enforce
each and every provision of this Agreement. No waiver of any breach of
any of the provisions of this Agreement shall be effective unless set
forth in a written instrument executed by the party or parties against
whom or which enforcement of such waiver is sought; and no waiver of
any such breach shall be construed or deemed to be a waiver of any
other or subsequent breach.

10.11.  Severability.  Any provision of this Agreement which is
held by a court of competent jurisdiction to be prohibited or
unenforceable in any jurisdictions) shall be, as to such
jurisdictions), ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this
Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.

10.12.  Announcements.  No party hereto shall issue any press
release or otherwise divulge the existence of this Agreement or the
transactions contemplated hereby without the prior approval of the
other parties hereto, except as may be required by applicable law or
the applicable rules or regulations of any stock exchange.

10.13.  Schedules.  The Schedules delivered pursuant to this
Agreement are an integral part hereof. Each such Schedule shall be in
writing, shall indicate the section.

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

WORLD-AM COMMUNICATIONS, INC. (Buyer)


By: /s/ Robert Esposito
Robert Esposito, President


ISOTEC, INCORPORATED (Buyer)


By: /s/ James Alexander
James Alexander, President


/s/ Paul Labarile
Paul Labarile, Individual Seller


By: /s/ James Alexander
James Alexander, Individual Seller


EAST EUROPEAN ENTERPRISES, INC.


By: /s/  Richard Muller
Richard Muller


CAMP TRUST

By: /s/  Thomas Pierson, AIF
Richard Muller, AIF


HARSH DEVELOPMENT LLC


By: /s/  M. Harsh
M. Harsh