AGREEMENT AND PLAN OF MERGER

        AGREEMENT AND PLAN OF MERGER between  EPILOGUE  CORPORATION,  a Delaware
corporation ("Epilogue"), and NEXTPATH TECHNOLOGIES,  INC., a Nevada corporation
("NextPath"),  Epilogue and NextPath being  sometimes  referred to herein as the
"Constituent Corporations."

        WHEREAS, the board of directors of each Constituent Corporation deems it
advisable that the Constituent Corporations merge into a single corporation in a
transaction  intended  to qualify  as a  reorganization  within  the  meaning of
ss.368(a)(1)(A) of the Internal Revenue Code of 1986, as amended ("the Merger");

        NOW,  THEREFORE,  in  consideration  of the premises and the  respective
mutual covenants,  representations and warranties herein contained,  the parties
agree as follows:

        1.  Surviving  Corporation.  Epilogue  shall  be  merged  with  and into
NextPath  which  shall  be the  surviving  corporation  in  accordance  with the
applicable laws of its state of incorporation.

        2. Merger Date.  The Merger shall become  effective  (the "Merger Date")
upon the completion of:

               2.1.  Adoption  of this  agreement  by  Epilogue  pursuant to the
General  Corporation Law of Delaware and by NextPath  pursuant to Nevada Revised
Statutes and the Nevada General Corporation Law; and

               2.2.  Execution and filing by NextPath of Articles of Merger with
the  Department  of State of the State of Nevada in  accordance  with the Nevada
Revised Statutes.

               2.3.  Execution and filing by Epilogue of a Certificate of Merger
with the  Secretary  of State of the State of  Delaware in  accordance  with the
General Corporation Law of Delaware.

        3. Time of  Filings.  The  Articles  of Merger  shall be filed  with the
Department of State of the State of Nevada and the  Certificate  of Merger shall
be filed with the Secretary of State of Delaware upon the approval,  as required
by law, of this agreement by the Constituent Corporations and the fulfillment or
waiver of the terms and conditions herein.

        4.  Governing  Law. The surviving  corporation  shall be governed by the
laws of the State of incorporation of NextPath.

        5.  Certificate  of  Incorporation.  The  Articles of  Incorporation  of
NextPath  shall be the Articles of  Incorporation  of the surviving  corporation
from and after the Merger  Date, subject to the right of  NextPath  to amend its
Articles  of  Incorporation  in  accordance  with the  laws of the  State of its
incorporation.

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        6. Bylaws.  The Bylaws of the surviving  corporation shall be the Bylaws
of NextPath as in effect on the date of this agreement.

        7. Board of  Directors  and  Officers.  The  officers  and  directors of
NextPath,  or such  other  persons  as shall  be  selected  by it,  shall be the
officers and directors of the surviving corporation following the Merger Date.

        8. Name of Surviving Corporation.  The name of the surviving corporation
will continue as "Nextpath Technologies, Inc." unless changed by NextPath.

        9.  Conversion.  The mode of  carrying  the Merger  into  effect and the
manner and basis of  converting  the shares of Epilogue  into shares of NextPath
are as follows:

               9.1.  The  aggregate  number of shares of Epilogue  Common  Stock
issued and  outstanding  on the Merger Date  shall,  by virtue of the Merger and
without  any action on the part of the holders  thereof,  be  converted  into an
aggregate of 150,000  shares of NextPath  Common Stock  adjusted by any increase
for fractional shares and reduced by any Dissenting Shares (defined below).

               The NextPath  Common Stock to be issued  hereunder ("the NextPath
Shares")  will  be  issued  pursuant  to  Rule  506 of  the  General  Rules  and
Regulations of the Securities and Exchange Commission,  will be restricted as to
transferability  pursuant to Rule 144 thereof,  and will bear  substantially the
following legend:

               The  securities  represented  by this  certificate  have not been
               registered  under the United States  Securities  Act of 1933 (the
               "Act") and are "restricted securities" as that term is defined in
               Rule 144  under the Act The  securities  may not be  offered  for
               sale,  sold  or  otherwise  transferred  except  pursuant  to  an
               effective registration statement under the Act, or pursuant to an
               exemption from  registration  under the Act, the  availability of
               which is to be established to the satisfaction of the Company.

               NextPath  agrees to file a  registration  statement  covering the
NextPath Shares with the Securities and Exchange Commission within six months of
the effective date of this Agreement.

               9.2.  Upon  completion  of the Merger,  there shall be 30,122,031
shares  of  NextPath  Common  Stock  issued  and  outstanding,  subject  to such
adjustments,  held  as  follows:  150,000  common  shares  held  by  the  former
shareholders  of  Epilogue  and  29,972,031  common  shares  held  by the  other
shareholders of NextPath.

9.3. All outstanding Common or Preferred Stock of Epilogue and all
warrants,  options or other  rights to its Common or  Preferred  Stock  shall be
retired and canceled as of the Merger Date.


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               9.4.  Each  share  of  Epilogue  Common  Stock  that is  owned by
Epilogue as treasury stock shall, by virtue of the Merger and without any action
on the part of Epilogue, be retired and canceled as of the Merger Date.

               9.5. Each certificate  evidencing ownership of shares of NextPath
Common  Stock issued and  outstanding  on the Merger Date or held by NextPath in
its treasury shall continue  to evidence ownership  of the same number of shares
of NextPath Common Stock.

               9.6.  NextPath  Common  Stock  shall be issued to the  holders of
Epilogue  Common  Stock in  exchange  for their  shares  on a pro rata  basis in
accordance  with each holder's  relative  ownership of the Epilogue Common Stock
that is being exchanged.

               9.7. The shares of NextPath Common Stock to be issued in exchange
for Epilogue  Common Stock  hereunder  shall be  proportionately  reduced by any
shares  owned by Epilogue  shareholders  who shall have  timely  objected to the
Merger  (the  "Dissenting  Shares") in  accordance  with the  provisions  of the
General Corporation Law of Delaware, as provided therein.

        10.  Exchange of  Certificates.  As promptly  as  practicable  after the
Merger  Date,  each  holder  of  an  outstanding   certificate  or  certificates
theretofore   representing   shares  of  Epilogue   Common   Stock  (other  than
certificates representing Dissenting Shares) shall surrender such certificate(s)
for  cancellation  to the party  designated  herein to handle such exchange (the
"Exchange  Agent"),  and shall receive in exchange a certificate or certificates
representing  the number of full shares of NextPath  Common Stock into which the
shares of Epilogue  Common Stock  represented by the certificate or certificates
so surrendered shall have been converted. Any exchange of fractional shares will
be rounded up to the next highest  number of full shares.  NextPath  may, in its
discretion,   require  a  bond  in  customary  form  before  issuing  any  share
certificate where a corresponding  share certificate has not been delivered by a
shareholder of Epilogue because of loss or other reason.

11.  Unexchanged  Certificates.   Until  surrendered,  each  outstanding
certificate  that prior to the Merger Date  represented  Epilogue  Common  Stock
(other than certificates representing Dissenting Shares) shall be deemed for all
purposes,  other  than the  payment  of  dividends  or other  distributions,  to
evidence  ownership of the number of shares of NextPath  Common Stock into which
it was  converted.  No  dividend  or other  distribution  payable  to holders of
NextPath Common Stock as of any date subsequent to the Merger Date shall be paid
to the holders of outstanding  certificates of Epilogue Common Stock;  provided,
however,  that upon  surrender  and  exchange of such  outstanding  certificates
(other than certificates representing Dissenting Shares), there shall be paid to
the record holders of the certificates  issued in exchange  therefor the amount,
without interest thereon,  of dividends and other  distributions that would have
been  payable  subsequent  to the  Merger  Date with  respect  to the  shares of
NextPath Common Stock represented thereby.

        12. Effect of the Merger. On the Merger Date, the separate  existence of
Epilogue  shall cease (except  insofar as continued by statute), and it shall be
merged with and into NextPath.  All the property,  real, personal, and mixed, of
each of the Constituent Corporations, and all debts due to either of them, shall
be transferred to and vested in NextPath, without further act or deed. NextPath


<PAGE>

shall  thenceforth  be  responsible  and  liable  for  all the  liabilities  and
obligations,  including  liabilities to holders of Dissenting Shares, of each of
the Constituent  Corporations,  and any claim or judgment  against either of the
Constituent Corporations may be enforced against NextPath.

        13. Representations and Warranties of Epilogue.  Epilogue represents and
warrants that:

               13.1.  Corporate  Organization  and Good Standing.  Epilogue is a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the State of  Delaware,  and is  qualified  to do  business as a foreign
corporation  in each  jurisdiction,  if any,  in which its  property or business
requires such qualification.

               13.2.  Reporting  Company  Status.  Epilogue  has filed with the
Securities and Exchange Commission a registration  statement on Form 10-SB which
became effective  pursuant to the Securities  Exchange Act of 1934 on August 16,
1999 and is a reporting company pursuant to ss. 12(g) thereunder.

               13.3. Reporting Company Filings. Epilogue has timely filed and is
current  on all  reports  required  to be filed by it  pursuant  to ss.13 of the
Securities Exchange Act of 1934.

               13.4.   Capitalization.   Epilogue's   authorized  capital  stock
consists  of  120,000,000  shares of Common  Stock,  $.0001 par value,  of which
5,000,000   shares  are   issued  and   outstanding,   and   20,000,000   shares
of non-designated preferred stock of which no shares are designated or issued.

               13.5.  Issued Stock.   All the  outstanding  shares of its Common
Stock are duly  authorized  and validly issued, fully paid and non-assessable.

               13.6. Stock Rights. Except as set out by attached schedule, there
are no stock grants,  options,  rights,  warrants or other rights to purchase or
obtain Epilogue Common or Preferred Stock issued or committed to be issued.

               13.7. Corporate  Authority.  Epilogue has nil requisite corporate
power and authority to own,  operate and lease its  properties,  to carry on its
business  as it is now being  conducted  and to  execute,  deliver,  perform and
conclude  the  transactions  contemplated  by  this   agreement  and  all  other
agreements and instruments related to this agreement.

               13.8. Subsidiaries. Epilogue has no subsidiaries.

               13.9. Financial Statements. Epilogue's financial statements dated
June 7, 1999,  copies of which will have been  delivered by Epilogue to NextPath
prior to the Merger Date (the "Epilogue Financial  Statements"),  fairly present
the  financial  condition  of Epilogue as of the date therein and the results of
its operations for the periods then ended in conformity with generally  accepted
accounting principles consistently applied.

<PAGE>

               13.10. Absence of Undisclosed  Liabilities.  Except to the extent
reflected or reserved against in the Epilogue Financial Statements, Epilogue did
not have at that  date  any  liabilities  or  obligations  (secured,  unsecured,
contingent,  or  otherwise)  of a nature  customarily  reflected  in a corporate
balance  sheet  prepared  in  accordance  with  generally  accepted   accounting
principles.
               13.11. No Material  Changes.  There has been no material  adverse
change in the business, properties, or financial condition of Epilogue since the
date of the Epilogue Financial Statements.

               13.12.  Litigation.  There is not, to the  knowledge of Epilogue,
any pending threatened, or existing litigation,  bankruptcy, criminal, civil, or
regulatory  proceeding  or  investigation,  threatened or  contemplated  against
Epilogue or against any of its officers.

               13.13.  Contracts.  Epilogue  is  not a  party  to  any  material
contract not in the ordinary course of business that is to be performed in whole
or in part at or after the date of this agreement.

               13.14.  Title.  Epilogue has good and marketable title to all the
real  property  and good and valid title to all other  property  included in the
Epilogue Financial Statements. The properties of Epilogue are not subject to any
mortgage, encumbrance, or lien of any kind except minor encumbrances that do not
materially interfere with the use of the property in the conduct of the business
of Epilogue.

               13.15. Tax Returns. All required tax returns for federal,  state,
county,  municipal,  local,  foreign and other taxes and  assessments  have been
properly prepared and filed by Epilogue for all years for which such returns are
due unless an extension  for filing any such return has been filed.  Any and all
federal,  state,  county,   municipal,   local,  foreign  and  other  taxes  and
assessments,  including  any and all interest,  penalties and additions  imposed
with respect to such amounts have been paid or provided for. The  provisions for
federal and state taxes  reflected  in the  Epilogue  Financial  Statements  are
adequate  to cover any such  taxes  that may be  assessed  against  Epilogue  in
respect of its business  and its  operations  during the periods  covered by the
Epilogue Financial Statements and all prior periods.

               13.16.  No  Violation.   Consummation  of  the  Merger  will  not
constitute  or result in a breach or default under any provision of any charter,
bylaw, indenture, mortgage, lease, or agreement, or any order, judgment, decree,
law,  or  regulation  to which any  property  of Epilogue is subject or by which
Epilogue is bound.

        14. Representations  and Warranties  of NextPath.   NextPath  represents
and warrants that:

               14.1.  Corporate Organization  and  Good Standing.  NextPath is a
corporation  duly organized,  validly existing,  and in good  standing under the
laws  of  the  State  of  Nevada  and  is  qualified to do business as a foreign
corporation  in  each  jurisdiction,  if any,  in which its property or business
requires such qualification.

<PAGE>

               14.2.  Capitalization.   NextPath's   authorized   capital  stock
consists  of l00,000,000  shares of  Common  Stock,  $.001 par  value,  of which
29,972,031 shares are issued and outstanding, and 1,000,000  shares of preferred
stock, of which none are issued and outstanding.

               14.3.  Issued Stock.  All the  outstanding  shares of its  Common
Stock are duly authorized and validly issued, fully paid and non-assessable.

              14.4. Stock Rights. There are no stock grants,  options,  rights,
warrants  or other  rights to purchase or obtain  NextPath  Common or  Preferred
Stock issued or committed to be issued.

               14.5. Corporate  Authority.  NextPath has all requisite corporate
power and authority to own,  operate and lease its  properties,  to carry on its
business  as it is now being  conducted  and to  execute,  deliver,  perform and
conclude  the  transactions   contemplated  by  this  Agreement  and  all  other
agreements and instruments related to this agreement.

               14.6. Subsidiaries.  Except as  set out  in  Disclosure  Schedule
14.6, NextPath has no subsidiaries.

               14.7. Financial Statements. NextPath's financial statements dated
December  31,  1998  copies of which will have been  delivered  by  NextPath  to
Epilogue prior to the Merger Date (the "NextPath Financial Statements"),  fairly
present  the  financial  condition of  NextPath  as of the date  therein and the
results  of its  operations  for the  periods  then  ended  in  conformity  with
generally accepted accounting principles consistently applied.

               14.8.  Absence of Undisclosed  Liabilities.  Except to the extent
reflected or reserved against in the NextPath Financial Statements, NextPath did
not have at that  date  any  liabilities  or  obligations  (secured,  unsecured,
contingent,  or  otherwise)  of a nature  customarily  reflected  in a corporate
balance  sheet  prepared  in  accordance  with  generally  accepted   accounting
principles.
               14.9.  No Material  Changes.  There has been no material  adverse
change in the business, properties, or financial condition of NextPath since the
date of the NextPath Financial Statements.

               14.10.  Litigation.  Except  as set  out in  Disclosure  Schedule
14.10, there is not, to the knowledge of NextPath, any pending,  threatened,  or
existing litigation,  bankruptcy,  criminal,  civil, or regulatory proceeding or
investigation, threatened or contemplated against NextPath or against any of its
officers.

               14.11.  Contracts.  NextPath  is  not a  party  to  any  material
contract not in the ordinary course of business or in the course of its proposed
acquisitions that is to be performed in whole or in part at or after the date of
this Agreement.

               14.12.  Title.   NextPath  has good and  marketable  title to all
the real property and good and valid title to all other property included in the
NextPath Financial Statements. The

<PAGE>
properties of NextPath are not subject to any mortgage, encumbrance,  or lien of
any kind except minor  encumbrances  that do not  materially  interfere with the
use of the property in the conduct of the business of NextPath.

               14.13. Tax Returns.  All required tax returns for federal, state,
county,  municipal,  local,  foreign and other taxes and  assessments  have been
properly prepared and filed by NextPath for all years for which such returns are
due unless an extension  for filing any such return has been filed.  Any and all
federal,  state,  county,   municipal,   local,  foreign  and  other  taxes  and
assessments,  including  any and all interest,  penalties and additions  imposed
with respect to such amounts have been paid or provided for. The  provisions for
federal and state taxes  reflected  in the  NextPath  Financial  Statements  are
adequate  to cover any such  taxes  that may be  assessed  against  NextPath  in
respect of its business  and its  operations  during the periods  covered by the
NextPath Financial Statements and all prior periods.

               14.14.  No  Violation.   Consummation  of  the  Merger  will  not
constitute  or result in a breach or default under any provision of any charter,
bylaw, indenture, mortgage, lease, or agreement, or any order, judgment, decree,
law,  or  regulation  to which any  property of  NextPath is subject or by which
NextPath is bound.

        15. Conduct of Epilogue Pending the Merger Date. Epilogue covenants that
between the date of this Agreement and the Merger Date:

               15.1.  No  change  will  be  made  in   Epilogue's   Articles  of
Incorporation or bylaws.

               15.2.  Epilogue  will not  make any  change  in its authorized or
issued  capital stock,  declare or pay any dividend  or  other  distribution  or
issue,  encumber,  purchase, or otherwise acquire any of its capital stock other
than as provided herein.

               15.3. Epilogue will use its best efforts to maintain and preserve
its business organization, employee relationships, and goodwill intact, and will
not  enter  into any  material  commitment  except  in the  ordinary  course  of
business.

        16. Conduct of NextPath Pending the Merger Date. NextPath covenants that
between the date of this Agreement and the Merger Date:

               16.1.  No  change  will  be  made  in   NextPath's   Articles  of
incorporation or bylaws.

               16.2.  NextPath  will  not  make  any change in its authorized or
issued  capital stock,  declare or pay any  dividend  or  other  distribution or
issue,  encumber,  purchase,  or  otherwise  acquire  any  of its  capital stock
otherwise than as provided herein.

               16.3. NextPath will use its best efforts to maintain and preserve
its business organization, employee relationships, and goodwill intact, and will
not  enter  into any  material  commitment  except  in the  ordinary  course  of
business.

<PAGE>


        17.   Conditions   Precedent  to  Obligation  of  Epilogue.   Epilogue's
obligation to consummate the Merger shall be subject to fulfillment on or before
the Merger Date of each of the following conditions, unless waived in writing by
Epilogue:

               17.1.    NextPath's    Representations   and   Warranties.    The
representations  and  warranties  of NextPath set forth herein shall be true and
correct at the  Merger  Date as though  made at and as of that  date,  except as
affected by transactions contemplated hereby.

               17.2.  NextPath's  Covenants.  NextPath  shall have performed all
covenants  required by this  agreement  to be  performed  by it on or before the
Merger Date.

               17.3.  Approval.  This  agreement  shall  have been  approved  by
NextPath in such manner as is required by law including all  appropriate  action
by directors and, if required, by shareholders.

               17.4.  Supporting  Documents  of  NextPath.  NextPath shall  have
delivered to Epilogue supporting documents in form and substance satisfactory to
Epilogue to the effect that:

               (i) NextPath is a corporation duly organized,  validly  existing,
and in good standing.

               (ii)  NextPath's  authorized  and issued  capital stock is as set
forth herein.

               (iii) The execution and adoption of this agreement have been duly
authorized  by  NextPath in such  manner as is  required  by law  including  all
appropriate action by directors and, if required, by shareholders.

        18.   Conditions   Precedent  to  Obligation  of  NextPath.   NextPath's
obligation to consummate the Merger shall be subject to fulfillment on or before
the Merger Date of each of the following conditions, unless waived in writing by
NextPath:

               18.1.    Epilogue's    Representations   and   Warranties.    The
representations  and  warranties of Epilogue  set forth herein shall be true and
correct at the  Merger  Date as though  made at and as of that  date,  except as
affected by transactions contemplated hereby.

               18.2.  Epilogue's  Covenants.  Epilogue shall have  performed all
covenants  required by this  agreement  to be  performed  by it on or before the
Merger Date.

               18.3.  Approval.  This  Agreement  shall  have been  approved  by
Epilogue in such manner as is required by law including all  appropriate  action
by directors and, if required, by shareholders.

               18.4.  Supporting  Documents  of  Epilogue.  Epilogue  shall have
delivered to NextPath supporting documents in form and substance satisfactory to
NextPath to the effect that:


<PAGE>


               (i) Epilogue is a corporation duly organized,  validly  existing,
and in good standing.

               (ii)  Epilogue's  authorized  and issued  capital stock is as set
forth herein.

               (iii) The execution and adoption of this Agreement have been duly
authorized  by  Epilogue in such  manner as is  required  by law  including  all
appropriate action by directors and, if required, by shareholders.

        19.  Access.  From the date  hereof to the  Merger  Date,  NextPath  and
Epilogue shall provide each other with such  information and permit each other's
officers and representatives such access to its properties and books and records
as the other  may from time to time  reasonably  request.  If the  Merger is not
consummated,  all documents  received in connection with this agreement shall be
returned to the party furnishing such documents, and all information so received
shall be treated as confidential.

        20. Closing.

               20.1.  The transfers  and  deliveries to be made pursuant to this
agreement (the "Closing")  shall be made by and take place at the offices of the
Exchange  Agent or other  location  designated by the  Constituent  Corporations
without requiring the meeting of the parties hereof. All proceedings to be taken
and all  documents  to be executed  at the Closing  shall be deemed to have been
taken, delivered and executed  simultaneously, and no proceeding shall be deemed
taken nor  documents  deemed  executed or  delivered  until all have been taken,
delivered and executed.

               20.2.  Any copy,  facsimile  telecommunication  or other reliable
reproduction  of the writing or  transmission  required by this agreement or any
signature  required  thereon  may be  used in lien  of an  original  writing  or
transmission  or signature for any and all purposes for which the original could
be  used,  provided  that  such  copy,  facsimile   telecommunication  or  other
reproduction shall be a complete  reproduction of the entire original writing or
transmission or original signature.

               20.3.  At the  Closing,  Epilogue  shall  deliver to the Exchange
Agent in satisfactory form, if not already delivered to NextPath:

               (i) A list of the  holders  of record of the  shares of  Epilogue
Common Stock being exchanged,  with an itemization  of the number of shares held
by each,  the address  of each  holder,  and the  aggregate  number of shares of
NextPath Common Stock to be issued to each holder,

               (ii) Evidence of the execution and adoption of this  Agreement in
such manner as is required by law including all appropriate  action by directors
and, if required, by shareholders;

               (iii)  Certificate  of the Secretary of State of Delaware as of a
recent date as to the good standing of Epilogue;

<PAGE>

               (iv)  Certified  copies  of  the  resolutions  of  the  board  of
directors  of Epilogue  authorizing  the  execution  of this  agreement  and the
consummation of the Merger;

               (v) The Epilogue Financial Statements;

               (vi) Secretary's  certificate  of  incumbency of the officers and
directors of Epilogue;

               (vii) Any  document  as may be  specified  herein or  required to
satisfy the  conditions,  representations  and warranties  enumerated  elsewhere
herein; and

               (viii) the share certificates for the outstanding Common Stock of
Epilogue  to be  exchanged  hereunder  or,  where  any such  certificate  is not
delivered, an affidavit of lost certificate or other reason for non-delivery.

               20.4.  At the  Closing,  NextPath  shall  deliver to the Exchange
Agent in satisfactory form, if not already delivered to Epilogue:

               (i) A list of its shareholders of record;

               (ii) Evidence of the execution and adoption of this  Agreement in
such manner as is required by law including all appropriate  action by directors
and, if required, by shareholders;

               (iii)  Certificate  of the  Secretary  of State  of its  state of
incorporation as of a recent date as to the good standing of NextPath;

               (iv)  Certified  copies  of  the  resolutions  of  the  board  of
directors  of NextPath  authorizing  the  execution  of this  agreement  and the
consummation of the Merger,

               (v) The NextPath Financial Statements;

               (vi)  Secretary's  certificate  of incumbency of the officers and
directors of NextPath;

               (vii) Any  document  as may be  specified  herein or  required to
satisfy the  conditions,  representations  and warranties  enumerated  elsewhere
herein; and

               (viii) the share  certificates of NextPath to be delivered to the
shareholders  of Epilogue  hereunder,  in proper names and amounts,  and bearing
legends, if any, required and appropriate under applicable securities laws.

21. Survival of Representations and Warranties.  The representations and
warranties  of the  Constituent  Corporations  set out herein shall  survive the
Merger Date.


<PAGE>

        22. Arbitration.

               22.1.  Scope.  The parties  hereby  agree that any and all claims
(except only for requests for  injunctive  or other  equitable  relief)  whether
existing  now,  in the past or in the  future  as to which  the  parties  or any
affiliates may be adverse parties,  and whether arising out of this agreement or
from any other  cause,  will be  resolved  by  arbitration  before the  American
Arbitration Association within the District of Columbia.

               22.2. Consent to Jurisdiction,  Situs and Judgement.  The parties
hereby  irrevocably  consent to the  jurisdiction  of the  American  Arbitration
Association and the situs of the arbitration (and any requests for injunctive or
other  equitable  relief)  within  the  District  of  Columbia.   Any  award  in
arbitration may be entered in any domestic or foreign court having  jurisdiction
over the enforcement of such awards.

               22.3.  Applicable  Law. The law applicable to the arbitration and
this agreement shall be that of the State of Nevada,  determined  without regard
to its provisions which would otherwise apply to a question of conflict of laws.

               22.4.  Disclosure  and  Discovery.  The  arbitrator  may,  in its
discretion,  allow the parties to make  reasonable  disclosure  and discovery in
regard to any  matters  which are the subject of the  arbitration  and to compel
compliance  with such disclosure and discovery  order.  The arbitrator may order
the parties to comply with all or any of the disclosure and discovery provisions
of the Federal Rules of Civil Procedure,  as they then exist, as may be modified
by the  arbitrator  consistent  with the  desire to  simplify  the  conduct  and
minimize the expense of the arbitration.

               22.5. Rules of Law. Regardless of any practices of arbitration to
the contrary,  the arbitrator will apply the rules of contract  and other law of
the  jurisdiction  whose law applies to the  arbitration so that the decision of
the arbitrator will be, as much as possible, the same as if the dispute had been
determined by a court of competent jurisdiction.

               22.6.  Finality  and Fees.  Any award or decision by the American
Arbitration  Association shall be final, binding and non-appealable except as to
errors of law or the  failure  of the  arbitrator  to adhere to the  arbitration
provisions contained in this agreement.  Each party to the arbitration shall pay
its own costs and counsel fees except as specifically provided otherwise in this
agreement.

               22.7.  Measure of  Damages.  In any adverse  action,  the parties
shall restrict  themselves to claims for compensatory  damages and\or securities
issued or to be issued and no claims shall be made by any party or affiliate for
lost profits, punitive or multiple damages.

               22.8.  Covenant  Not to Sue. The parties  covenant  that under no
conditions  will any party or any  affiliate  file any action  against the other
(except only  requests for  injunctive or other  equitable  relief) in any forum
other than before the American Arbitration Association, and

<PAGE>

the  parties  agree that any such  action,  if filed,  shall be  dismissed  upon
application  and shall be  referred  for  arbitration  hereunder  with costs and
attorney's fees to the prevailing party.

               22.9.  Intention.  It is the  intention  of the parties and their
affiliates  that all  disputes of any nature  between  them,  whenever  arising,
whether in regard to this Agreement or any other matter,  from  whatever  cause,
based on whatever law, rule or regulation, whether statutory, or common law, and
however characterized,  be decided by arbitration as provided herein and that no
party or  affiliate  be required to litigate in any other forum any  disputes or
other  matters  except for requests for  injunctive  or equitable  relief.  This
Agreement  shall be interpreted  in  conformance  with this stated intent of the
parties and their affiliates.

               22.10.  Survival. The provisions for arbitration contained herein
shall survive the termination of this agreement for any reason.

        23. General Provisions.

               23.1.  Further  Assurances.  From time to time,  each  party will
execute such  additional  instruments and take such actions as may be reasonably
required to carry out the intent and purposes of this agreement.

               23.2.  Waiver.  Any failure on the part of either party hereto to
comply with any of its obligations,  agreements,  or conditions hereunder may be
waived in writing by the party to whom such compliance is owed.

               23.3.  Brokers.  Each party agrees to indemnify and hold harmless
the other  party  against  any fee,  loss,  or expense  arising out of claims by
brokers or finders employed or alleged to have been employed by the indemnifying
party.

               23.4.  Notices.  All notices and other  communications  hereunder
shall  be in  writing  and shall  be deemed  to have been  given if delivered in
person or sent by prepaid first-class certified mail, return receipt  requested,
or recognized commercial courier service, as follows:

        If to Epilogue, to:

        Epilogue Corporation
        1504 R Street, N.W.
        Washington, D.C. 20009

        If to NextPath, to:

        Nextpath Technologies, Inc.
        114 South Churton Street, Suite 101
        Hillsborough, North Carolina 27278

<PAGE>

        24. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Nevada.

        2S.  Assignment.  This  Agreement  shall inure to the benefit of, and be
binding upon,  the parties hereto and their  successors  and assigns;  provided,
however,  that any assignment by either party of its rights under this agreement
without the written consent of the other party shall be void.

        26. Counterparts.  This agreement may be executed  simultaneously in two
or  more  counterparts,  each of which  shall be deemed an original,  but all of
which together shall constitute one and the same instrument.  Signatures sent by
facsimile  transmission shall be deemed to be evidence of the original execution
thereof.

        27. Exchange Agent and Closing Date. The Exchange Agent shall be Cassidy
& Associates, Washington, D.C. The Closing shall take place upon the fulfillment
by each party of all the conditions of Closing  required  herein,  but not later
than 15 days  following  execution of this Agreement  unless  extended by mutual
consent of the parties.

        28. Review of Agreement. Each party acknowledges that it has had time to
review  this   Agreement  and,  as  desired,   consult  with  counsel.   In  the
interpretation of this agreement,  no adverse  presumption shall be made against
any party on the basis that it has prepared,  or participated in the preparation
of, this Agreement.

        29.  Schedules.   All  schedules   attached  hereto,  if  any, shall  be
acknowledged by each party by signature or initials thereon.

        30.  Effective  Date.  This effective  date of this  agreement  shall be
November 11, 1999.


<PAGE>

                 Signature Page to Agreement and Plan of Merger
                        between Epilogue Corporation and
                           NextPath Technologies, Inc.

        IN WITNESS WHEREOF, the parties have executed this Agreement.

                                             EPILOGUE CORPORATION



                                             By:/s/


                                             NEXTPATH TECHNOLOGIES, INC.



                                             By:/s/ James R. Ladd
                                                -------------------------------
                                                James R. Ladd, President


<PAGE>
                        NEXTPATH DISCLOSURE SCHEDULE 14.6

Subsidiaries of NextPath Technologies, Inc.,
                   -------------------------------------------
                            (As of November 11, 1999)

Name                         Date Formed        State of Incorporation
        ----                         -----------        ----------------------
  Willow Systems, Inc.                 10/12/99               Delaware

  Sagebrush Technology, Inc.           10/12/99               Delaware

  Laser Wireless, Inc.                 10/12/99               Delaware

  Laser Wireless, Inc.                  3/2/98                Pennsylvania

  Global Certified Mail, Inc.          10/14/99               Delaware

  PriMedium, Inc.                    10/14/99               Delaware



<PAGE>


                       NEXTPATH DISCLOSURE SCHEDULE 14.10

                                   Litigation
                                   ----------

1.    Demand letter dated April 29, 1999, addressed to Mr. James Ladd, President
      of NextPath (formerly Hyperion) Technologies, Inc.  from  Dr. David Medved
      of JOLT, Ltd.

<PAGE>

                      AGREEMENT AND PLAN OF REORGANIZATION

               THIS AGREEMENT AND PLAN OF  REORGANIZATION  ("Plan") is made this
19th day of January,  1998,  among FSC  Holdings,  Inc., a Nevada  corporation
("FSC"); Compact Power International,  Inc., a Delaware corporation, any and all
of its subsidiaries and fictitious names (hereinafter  collectively  referred to
as "CPI") and its shareholders (hereinafter "Shareholders").

               FSC wishes to acquire  one hundred  percent  (100%) of the issued
and  outstanding  stock of CPI for and in exchange  for stock of FSC, in a stock
for stock  transaction  intending to qualify as a tax-flee  exchange pursuant to
ss.  368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.  The parties
intend for this Plan to  represent  the terms and  conditions  of such  tax-free
reorganization, which Plan the parties hereby adopt.

               NOW,  THEREFORE,  in  consideration  of the mutual  covenants and
promises contained herein, IT IS AGREED:

                                    Section 1

                                Terms of Exchange

               1.1  Number of Shares.  Upon the execution hereof, the holders of
all the  issued and  outstanding  stock of CPI agree to  assign,  transfer,  and
deliver to FSC,  free and clear of all liens,  pledges,  encumbrances,  charges,
restrictions or known claims of any kind,  nature or  description,  all of their
shares of CPI stock,  and FSC agrees to acquire such shares on the date thereof,
or as soon as  practicable  thereafter,  by issuing and  delivering  in exchange
therefore  solely  common  shares  of FSC's  stock,  par  value  $0.001,  in the
aggregate of 5,800,000 shares, of the then issued and outstanding  shares of FSC
subject to the provisions of this Plan. Such shares will represent at least 100%
of the issued and outstanding shares of CPI.  Subsequent to the date hereof, the
Shareholders  shall,  upon the  surrender of the CPI  certificates  representing
their  respective  beneficial and record ownership one hundred percent (100%) of
the  issued  and  outstanding  shares  of CPI to FSC,  as  soon  as  practicable
hereafter, and further provided an exemption from the registration provisions of
Section 5 of the Securities  Act of 1933 is available for the issuance  thereof,
the Shareholders shall be entitled to receive a certificate(s) evidencing shares
of the exchanged FSC stock as provided for herein.  Upon the consummation of the
transaction  contemplated  herein,  FSC  shall  merge  with CPI and  become  the
surviving corporation.

               1.2 Anti-Dilution.  For all  relevant purposes  of this Plan, the
number of FSC shares to be issued and  delivered  pursuant to this Plan shall be
appropriately  adjusted to take into  account any stock split,  stock  dividend,
reverse stock split,  recapitalization,  or similar  change in FSC common stock,
which may occur  between the date of the  execution of this Plan and the date of
the delivery of such shares.

               1.3 Delivery of Certificates,  The Shareholders shall transfer to
FSC at the  closing  provided  for in  Section 2 (the  "Closing")  the shares of
common stock of CPI listed opposite their  respective  names on Exhibit A hereto
(the "CPI shares") in exchange for shares of the common stock


<PAGE>



of FSC as outlined  above in Section 1.1 hereof (the "FSC  Stock").  All of such
shares of FSC stock shall be issued at the closing to the  Shareholders,  in the
numbers shown  opposite their  respective  names in Exhibit "A." The transfer of
CPI shares by the  Shareholders  shall be effected by the delivery to FSC at the
Closing of certificates representing the transferred shares endorsed in blank or
accompanied by stock powers executed in blank, with all signatures guaranteed by
a national bank and with all necessary  transfer  taxes and other revenue stamps
affixed and acquired at the Shareholders' expense.

               1.4 Further  Assurances.  Subsequent to the execution hereof, and
from time to time  thereafter,  the  Shareholders  shall execute such additional
instruments  and take  such  other  action as FSC may  request  in order to more
effectively  sell,  transfer  and assign  clear title and  ownership  in the CPI
shares to FSC.

                                    Section 2

                                     Closing

               2.1  Closing.  The Closing  contemplated  by Section 1.3 shall be
held at the law offices of Daniel W. Jackson, Esq. on or before February 1, 1998
or at such other time or place as may be mutually  agreed upon in writing by the
parties.  The Closing may also be  accomplished  by wire,  express mail or other
courier service,  conference telephone  communications or as otherwise agreed by
the respective parties or their duly authorized  representatives.  In any event,
the closing of the  transactions  contemplated by this Plan shall be effected as
soon as  practicable  after all of the  conditions  contained  herein  have been
satisfied.

               2.2  Closing Events . At the  Closing,  each  of  the  respective
parties  hereto shall execute, acknowledge and deliver   (or shall cause  to  be
executed, acknowledged,  and delivered) any  agreements,  resolutions,  rulings,
or other instruments  required  by this Plan to be so  delivered  at or prior to
Closing, together with such other items as may be  reasonably  requested  by the
parties hereto  and their  respective legal  counsel in  order to  effectuate or
evidence the transaction contemplated hereby.

               2.3 Mediation Arbitration.  If a dispute arises out of or relates
to this  Plan,  or the breach  thereof,  and if said  dispute  cannot be settled
through  direct  discussions,  the parties agree to first endeavor to settle the
dispute in an amicable manner by mediation under the Commercial  Mediation Rules
of the  American  Arbitration  Association,  before  resorting  to  arbitration.
Thereafter,  any Unresolved controversy or claim arising out of or relating this
Plan, or breach thereof,  shall be settled by arbitration in accordance with the
Commercial  Arbitration  Rules  of the  American  Arbitration  Association,  and
judgment  upon the Award  rendered  by the  arbitrator(s)  may be entered in any
court having jurisdiction thereof.


                                       -2-

<PAGE>


                                    Section 3

                Representations, Warranties and Covenants of FSC

               FSC  represents  and  warrants  to,   and  covenants   with,  the
    Shareholders and CPI as follows:

3.1  Corporate  Status.  FSC is a  corporation  duly  organized,
validly existing and in good standing under the laws of the State of Nevada. FSC
has full corporate  power and is duly  authorized,  qualified,  franchised,  and
licensed  under all  applicable  laws,  regulations,  ordinances,  and orders of
public  authorities  to own all of its properties and assets and to carry on its
business on all material respects as it is now being conducted,  and there is no
jurisdiction  in which the  character and location of the assets owned by it, or
the nature of the business transacted by it, requires qualification. Included in
the FSC  schedules  (defined  below)  are  complete  and  correct  copies of its
Articles  of  Incorporation  and  Bylaws as in effect  on the date  hereof.  The
execution  and  delivery  of this  Plan does not,  and the  consummation  of the
transactions  contemplated  hereby  will not,  violate  any  provision  of FSC's
Articles of Incorporation  or Bylaws.  FSC has taken all action required by law,
its Articles of  Incorporation,  its Bylaws,  or  otherwise,  to  authorize  the
execution and delivery of this Plan.

               3.2 Capitalization. The authorized capital stock of FSC as of the
date  hereof  consists  of  100,000,000  common  shares,  par  value  $0.001 and
1,000,000  preferred  shares,  par value $.001.  The common shares of FSC issued
and outstanding  are fully paid, non-assessable shares. There are no outstanding
options,  warrants, obligations  convertible  into shares of stock,  or calls or
any  understanding, agreements, commitments,  contracts or promises with respect
to the issuance of FSC's common stock or with regard to any options, warrants or
other contractual rights  to acquire any of FSC's authorized but unissued common
shares. There are no issued and outstanding preferred shares. As of the Closing,
FSC shall have not more than 7,885,043 shares issued and outstanding.

               3.3 Financial Statements.
                   --------------------

                      (a) FSC  hereby  warrants  and  covenants  to CPI that the
audited  financial  statements  dated  December  31,  1995  and  1996  and   the
unaudited financial statements for the period ended September 30,  1997,  fairly
and accurately represent the financial  condition  of FSC and  that no  material
change has occurred in the financial condition of FSC.

                      (b) FSC hereby  warrants and  represents  that the audited
financial statements  for the  periods  set  forth in subparagraph  (a),  supra,
fairly and  accurately  represent  the  financial  condition of FSC as submitted
heretofore  to CPI for examination and review.

               3.4 Conduct of Business.  FSC is a development  stage company and
has not engaged in any operational activities prior to the date hereof.

                                       -3-

<PAGE>



                  FSC will use its best  efforts to maintain  and  preserve  its
    business organization,  employee relationships and goodwill intact, and will
    not,  without  the prior  written  consent of CPI,  enter into any  material
    commitments except in the ordinary course of business.

                  FSC will conduct  itself in the following  manner  pending the
Closing:

                      (a)  Certificate of  Incorporation  and Bylaws.  No change
will be made in the Articles of Incorporation or Bylaws of FSC.

                      (b)  Capitalization.  etc. FSC will not make any change in
its  authorized  or issued  shares of any class,  declare or pay any dividend or
other  distribution, or issue,  encumber,  purchase  or  otherwise  acquire  any
of its shares of any class.

               3.5 Options. Warrants and Rights. FSC has no options, warrants or
stock  appreciation  fights  related to the  authorized  but unissued FSC common
stock.  There are no existing  options,  warrants,  calls, Or commitments of any
character  relating to the  authorized  and  unissued FSC common  stock,  except
options,  warrants,  calls, or commitments,  if any, to which FSC is not a party
and by which it is not bound.

               3.6 Title to Property.  FSC has good and  marketable title to all
of its properties and  assets, real and personal,  proprietary or otherwise,  as
will be reflected in the balance sheets of FSC, and the properties and assets of
FSC are subject to no mortgage, pledge, lien or encumbrance, unless as otherwise
disclosed in its financial statements.

               3.7 Litigation.   There   are  no  material  actions,  suits,  or
proceedings, pending, or, to the best knowledge of FSC, threatened by or against
or effecting  FSC at  law or  in equity,  or before  any governmental  agency or
instrumentality,  domestic or foreign, or before any arbitrator of any kind; FSC
does not  have any  knowledge of  any default  on its  part with  respect to any
judgment,  order, writ, injunction,  decree, warrant, rule, or regulation of any
court, arbitrator, or governmental agency or instrumentality.

               3.8  Books  and  Record.  From  the  date  hereof,  and  for  any
reasonable period subsequent  thereto,  FSC and its present  management will (i)
give to the Shareholders and CPI, or their duly authorized representatives, full
access,  during normal business hours, to all of its books,  records,  contracts
and other corporate  documents and properties so that the  Shareholders and CPI,
or their duly  authorized  representatives,  may inspect them;  and (ii) furnish
such   information   concerning  the  properties  and  affairs  of  FSC  as  the
Shareholders and CPI, or their duly authorized  representatives,  may reasonably
request.  Any such  request to inspect  FSC's  books  shall be directed to FSC's
counsel,  Daniel W. Jackson,  at the address set forth herein under Section 10.4
Notices.

               3.9 Confidentiality.   Until the Closing (and thereafter if there
is  no  Closing),  FSC  and  its  representatives  will  keep  confidential  any
information  which they obtain from the  Shareholders or from CPI concerning its
properties, assets and the proposed business operations of CPI. If the terms and
conditions of this Plan imposed on the parties hereto are not  consummated on or
before  5:00 p.m.  MST on February  1, 1998 or  otherwise  waived or extended in
writing to a date

                                       -4-

<PAGE>



               3.17  Contracts or  Agreements.  FSC is not bound by any material
contracts,  agreements or obligations  which it has not already disclosed to CPI
in writing or in this Agreement or in any Exhibit attached hereto.

3.18   Governmental   Authorizations.   FSC  has   all   licenses,
franchises,  permits  and  other  government  authorizations  that  are  legally
required  to enable it to conduct  its  business  in all  material  respects  as
conducted on the date hereof.

               3.19 Compliance with Laws and Regulations.  FSC has complied with
all  applicable  statutes  and  regulations  of any  federal,  state,  or  other
applicable   jurisdiction  or  agency   thereof,   except  to  the  extent  that
noncompliance   would  not  materially   and  adversely   effect  the  business,
operations, properties, assets, or condition of FSC or except to the extent that
noncompliance would not result in the occurrence of any material liability,  not
otherwise disclosed to CPI.

               3.20  Approval  of  Plan.  The  Board  of  Directors  of FSC  has
authorized  the execution and delivery of this Plan by FSC and have approved the
Plan and the transactions  contemplated  hereby. FSC has full power,  authority,
and  legal  right to enter  into this Plan and to  consummate  the  transactions
contemplated hereby.

               3.21  Investment  Intent.  FSC is acquiring  the CPI shares to be
transferred  to it under this Plan for the  purpose of merging  with CPI and not
with a view to the sale or  distribution  thereof,  and FSC shall cancel the CPI
shares upon the completion of the merger.

               3.22   Unregistered   Shares  and  Access  to  Information.   FSC
understands  that the offer and sale of the CPI shares have not been  registered
with or reviewed by the Securities and Exchange  Commission under the Securities
Act of 1933, as amended,  or with or by any state securities law  administrator,
and no federal,  state securities law administrator has reviewed or approved any
disclosure  or other  material  concerning  CPI or the CPI shares.  FSC has been
provided with and reviewed all information  concerning CPI, the CPI shares as it
has considered necessary or appropriate as a prudent and knowledgeable  investor
to enable it to make an informed  investment decision concerning the CPI shares.
FSC has made an  investigation  as to the merits and risks of its acquisition of
the  CPI  Shares and  has had the  opportunity  to ask  questions  of,  and  has
received satisfactory answers from, the officers and directors of CPI concerning
CPI, the CPI  shares and related  matters,  and has had an opportunity to obtain
additional  information necessary to verify the accuracy of such information and
to evaluate the merits and risks of the proposed acquisition of the CPI shares.

               3.23 Obligations. FSC is not aware of any outstanding obligations
to any of its employees or consultants as of the Closing.

               3.24 FSC Schedules.  FSC  has  delivered  to  CPI  the  following
items  listed below,  hereafter  referred to  as  the  "FSC  Schedules",   which
is  hereby  incorporated by  reference  and made  a part hereof. A certification
executed by a  duly authorized  officer of  FSC on or about  the date within the
Plan is executed to certify that the FSC Schedules are tree and correct.

                                       -6-
<PAGE>

                      (a) Copy  of  Articles of  Incorporation,  as amended, and
                          Bylaws;

                      (b) Financial statements;

                      (c) Shareholder list;

                      (d) Resolution of Directors approving Plan;

                      (e) Officers' Certificate as required under Section 6.2 of
                          the Plan;

                      (f) Opinion  of counsel as required  under  Section 6.4 of
                          the Plan;

                      (g) Certificate of Good Standing;

                      (h) Consent of Shareholders approving Plan.

                                    Section 4

                Representations, Warranties and Covenants of CPI

               CPI  represents   and  warrants  to,  and  covenants   with,  the
Shareholders and FSC as follows:

               4.1  Corporate  Status.  CPI  is a  corporation  duly  organized,
validly  existing and in good  standing  under the laws of the State of Delaware
incorporated  on  June  27,  1997.  CPI has  full  corporate  power  and is duly
authorized,  qualified,  franchised,  and licensed  under all  applicable  laws,
regulations,  ordinances,  and  orders of public  authorities  to own all of its
properties  and assets and to carry on its business on all material  respects as
it is now being  conducted,  and there is no jurisdiction in which the character
and location of the assets owned by it, or the nature of the business transacted
by it, requires qualification. Included in the CPI schedules (defined below) are
complete and correct  copies of its Articles of  Incorporation  and Bylaws as in
effect on the date hereof. The execution and delivery of this Plan does not, and
the consummation of the transactions  contemplated  hereby will not, violate any
provision of CPI's Articles of Incorporation or Bylaws. CPI has taken all action
required by law, its Articles of  Incorporation,  its Bylaws,  or otherwise,  to
authorize the execution and delivery of this Plan.

               4.2 Capitalization. The authorized capital stock of CPI as of the
date hereof  consists  of 1,500 common shares.  As of the date hereof all common
shares of CPI issued and  outstanding  are fully  paid,  non-assessable  shares.
There are no outstanding options, warrants,  obligations convertible into shares
of stock, or calls  or any understanding,  agreements, commitments, contracts or
promises with respect to the  issuance of CPI's  common  stock or with regard to
any  options,  warrants  or  other  contractual  rights to acquire  any of CPI's
authorized  but unissued common shares.

               4.3 Conduct of Business.  Disposal of domestic  waste is becoming
an increasing  problem around the world, and existing sites are filling rapidly.
In order to reflect the tree cost of

                                       -7-


<PAGE>



disposal to  landfills  governments  are  starting to impose taxes and duties on
waste, such as the recently introduced  landfill tax in the United Kingdom.  The
transport  required to take  wastes  from where they are  disposed of is also an
environmental burden.

               One solution to this problem is, or course,  the use of municipal
solid waste to generate electricity and heat. Ideally this would happen is small
plants  near to the  source  of the  waste,  supplying  heat  and  power  to the
community   which   generates  the  waste.   This  would  minimize  losses  from
transmitting power and greatly reduce the amount of traffic to remove the waste.

               CPI, Inc. is an alternative  energy company which  specializes in
waste to energy  technologies.  The Company's  primary emphasis is on developing
projects  which  utilize  one or  both  of  the  following  technologies:  (1) a
pyrolysis  system which is capable of reducing  solid  wastes by eighty  percent
while co-generating  electricity and (2) an algae-based system which uses waste
eater streams to produce a renewable substitute for diesel fuels.

               The  pyrolysis  system  has  numerous   potential   applications,
including  disposal of Municipal  Solid  Wastes,  conversion of waste coal which
cannot be used in normal combustion  systems to electricity;  disposal of animal
wastes  from  hogs  and  chickens  which  have  become  a  major  threat  to the
environment in many rural states (again, white co-generating  electricity);  and
the safe  destruction  of hazardous  materials such as hospital  wastes.  CPI is
currently   pursuing  several  potential  projects  involving  this  technology,
including one with the Cherokee Nation in Oklahoma  (municipal solid wastes) and
another with the government of Kazakhstan (waste coal).

               The biodiesel algae production  system has numerous  applications
as well.  First and  foremost,  it is a  cost-effective  method for  producing a
clean-burning,  renewable  alternative to diesel  fuel.  In the context of CPI's
two-pronged mission of reducing harmful  environmental  pollutants,  this system
also  represents  a  tremendous  method for  cleaning  up waste  water  streams,
especially those generated by large scale agricultural  operations.  These large
hog and chicken  operations  have become such a threat to the drinking  water in
may southern states that several state  legislatures  have taken steps to either
curtail or impose  moratoriums on the expansion of these  industries.  The Japan
National  Oil  Corporation,  the  Kingdom  of  Thailand,  the US  Department  of
Agriculture  and  the  Dairy  Producers  of New  Mexico  are all  exploring  the
potential application of this technology.

               The  technologies  which  the  Company  will  apply  all  fit the
description of "appropriate  technologies." They represent  environmentally safe
ways  to deal  with  two of the  most  serious  dilemmas  which  confront  modem
civilization: (1) how to dispose of waste products safely; and (2) how to supply
cost-effective, environmentally safe, renewable fuels.

               CPI  will use its best  efforts  to  maintain  and  preserve  its
business organization, employee relationships and goodwill intact, and will not,
without the prior written  consent of FSC,  enter into any material  commitments
except in the ordinary course of business.


                                       -8-

<PAGE>


               CPI agrees that CPI will conduct itself in the  following  manner
pending the Closing:

(a) Certificate of Incorporation and Bylaws.  No change
will be made in the Certificate of Incorporation or Bylaws of CPI.

(b)  Capitalization.  etc CPI will not make any change in
its  authorized  or issued  shares of any class,  declare or pay any dividend or
other  distribution, or issue,  encumber,  purchase  or  otherwise  acquire  any
of its shares of any class.

               4.4 Title to Property.  CPI has good and marketable  title to all
of its properties and assets,  real and personal,  proprietary or otherwise,  as
will be reflected in the balance sheets of CPI, and the properties and assets of
CPI are subject to no mortgage, pledge, lien or encumbrance, unless as otherwise
disclosed in its financial statements.

4.5  Litigation.   There  are  no  material  actions,   suits,  or
proceedings, pending, or, to the best knowledge of CPI, threatened by or against
or  effecting  CPI at law or in  equity,  or before any  governmental  agency or
instrumentality,  domestic or foreign, or before any arbitrator of any kind; CPI
does not have any  knowledge  of any  default  on its part with  respect  to any
judgment,  order, writ, injunction,  decree, warrant, rule, or regulation of any
court, arbitrator, or governmental agency or instrumentality.

               4.6  Books  and  Records.  From  the  date  hereof,  and  for any
reasonable period subsequent  thereto,  CPI and its present  management will (i)
give to FSC,  or their duly  authorized  representatives,  full  access,  during
normal  business  hours,  to all of its  books,  records,  contracts  and  other
corporate  documents  and  properties  so that  FSC,  or their  duly  authorized
representatives,  may inspect them; and (ii) furnish such information concerning
the  properties  and affairs of CPI as the  Shareholders  and CPI, or their duly
authorized representatives,  may reasonably request. Any such request to inspect
CPI's books shall be directed to CPI's representative,  at the address set forth
herein under Section 10.4 Notices.

               4.7  Confidentiality.   Until  the  Closing  (and  thereafter  if
there is no Closing),  CPI and its  representatives  will keep  confidential any
information  which they obtain from the  Shareholders or from CPI concerning its
properties, assets and the proposed business operations of CPI. If the terms and
conditions of this Plan imposed on the parties hereto are not  consummated on or
before 5:00 p.m.  MST on February  1, 1998 or,  otherwise  waived or extended in
writing to a date mutually  agreeable to the parties hereto,  CPI will return to
FSC all  written  matter  with regard to FSC  obtained  in  connection  with the
negotiations or consummation of this Plan.

               4.8 Investment  Intent.  The Shareholders  represent and covenant
that they are acquiring the unregistered and restricted  common shares of FSC to
be delivered to them under this Plan for investment purposes and not with a view
to the  subsequent  sale or  distribution  thereof,  and as agreed,  supra,  the
Shareholders,  their  successors and assigns agree to execute and deliver to FSC
on the date of Closing or no later than the date on which the restricted  shares
are issued and delivered to the Shareholders,  their assigns,  or designees,  an
Investment Letter similar in form to that attached hereto as Exhibit B.

                                       -9-

<PAGE>

4.9 Unregistered  Shares and Access to Information.  CPI and the
Shareholders  understand  that the offer and sale of FSC shares to be  exchanged
for the CPI shares have not been  registered  with or reviewed by the securities
and Exchange Commission under the Securities Act of 1933, as amended, or with or
by any state  securities law  administrator,  and no federal or state securities
law  administrator  has reviewed or approved any  disclosure  or other  material
facts concerning FSC or FSC stock.  CPI and the Shareholders  have been provided
with and reviewed all information concerning FSC and FSC shares, to be exchanged
for the CPI shares as they have  considered  necessary or appropriate as prudent
and knowledgeable investors to enable them to make informed investment decisions
concerning  the FSC shares,  to be  exchanged  for the CPI  shares.  CPI and the
Shareholders  have made an  investigation  as to the  merits  and risks of their
acquisition  of the FSC shares,  to be exchanged for the CPI shares and have had
the opportunity to ask questions of, and have received satisfactory answers from
the officers and directors of FSC  concerning FSC shares to be exchanged for the
CPI shares and related matters, and have had an opportunity to obtain additional
information necessary to verify the accuracy of such information and to evaluate
the  merits  and  risks of the  proposed  acquisition  of the FSC  shares  to be
exchanged for the CPI shares.

               4.10 Title to Shares.  The  Shareholders  are the  beneficial and
record owners, free and clear of any liens and encumbrances, of whatever kind or
nature,  of all of the  shares of CPI of  whatever  class or  series,  which the
Shareholders have contracted to exchange.

               4.11 Contracts.

                      (a) Set  forth  in  the   CPI  Schedules   are  copies  or
descriptions of all material contracts which written or  oral,  all  agreements,
franchises, licenses, or other  commitments to  which CPI is a party or by which
CPI or its properties are bound.

                      (b)  Except as  may  be set forth  in the  CPI  Schedules,
CPI is not a party to any contract, agreement, corporate restriction, or subject
to any judgment, order, writ,  injunction,  decree,  or award,  which materially
and adversely effect the business, operations, properties, assets, or conditions
of CPI.

                      (c) Except as set forth in the CPI  Schedules,  CPI is not
a party  to any  material oral  or written  (i) contract  for employment  of any
officer  which  is not  terminable  on 30 days  (or less)  notice;   (ii) profit
sharing,  bonus,  deferred  compensation, stock option,  severance, or any other
retirement plan of arrangement covered by Title  IV of the  Employee  Retirement
Income Security Act, as amended, or otherwise covered; (iii) agreement providing
for the sale, assignment or transfer of any of its rights, assets or properties,
whether tangible  or  intangible,  except sales  of its property in the ordinary
course of business with a value of less than $2,000; or (iv) waiver of any right
of any value which in the aggregate is extraordinary or material  concerning the
assets or properties scheduled by CPI,   except for adequate  value and pursuant
to contract.  CPI has not entered into  any  material  transaction  which is not
listed in the CPI Schedules or reflected in the CPI financial statements.

               4.12 Material  Contract  Defaults.   CPI is not in default in any
material  respect  under the  terms of  any contract,  agreement, lease or other
commitment which is material to the business,

                                      -10-

<PAGE>

operations,  properties  or assets,  or condition  of CPI, and there is no event
of  default  or  event  which,  with  notice  of  lapse  of time or both,  would
constitute  a  default  in  any  material  respect  under  any   such  contract,
agreement,  lease,  or  other  commitment in  respect of which CPI has not taken
adequate  steps   to  prevent   such   default  from   occurring,  or  otherwise
compromised,  reached  a  satisfaction  of,  or provided  for extensions of time
in which to perform  under  any one or more  contract obligations, among others.

4.13  Conflict with Other  Instruments.  The  consummation  of the
within  transactions  will not result in the breach of any term or provision of,
or constitute a default under any indenture,  mortgage,  deed of trust, or other
material agreement or instrument to which CPI was or is a party, or to which any
of its  assets  or  operations  are  subject,  and  will not  conflict  with any
provision of the Articles of Incorporation or Bylaws of CPI.

               4.14 Governmental Authori7ation.q' CPI is in good standing in the
State of Delaware. Except for compliance with federal and state securities laws,
no authorization,  approval, consent or order of, or registration,  declaration,
or filing with, any court or other  governmental  body is required in connection
with the execution and delivery by CPI of this Plan and the  consummation by CPI
of the transactions contemplated hereby.

               4.15  Compliance  with Laws and  Regulation.,:.  CPI has complied
with all applicable  statutes and  regulations of any federal,  state,  or other
applicable   jurisdiction  or  agency   thereof,   except  to  the  extent  that
noncompliance   would  not  materially   and  adversely   effect  the  business,
operations, properties, assets, or condition of CPI or except to the extent that
noncompliance would not result in the occurrence of any material liability,  not
otherwise disclosed to FSC.

               4.16  Approval  of  Plan,  The  Board  of  Directors  of CPI have
authorized  the execution and delivery of this Plan by CPI and have approved the
Plan and the transactions  contemplated  hereby. CPI has full power,  authority,
and  legal  right to enter  into this Plan and to  consummate  the  transactions
contemplated hereby.

               4.17 Information.  The  information  concerning  CPI set forth in
this Plan, and  the CPI  Schedules attached hereto, are complete and accurate in
all material respects and do not contain, or will not contain,  when  delivered,
any untrue statement  or a  material  fact or omit to state a material  fact the
omission of which would be misleading to FSC in connection with this Plan.

               4.18  CPI Schedules. CPI has delivered to FSC the following items
listed  below,  hereafter  referred to as the "CPI  Schedules",  which is hereby
incorporated by reference and made a part hereof. A certification  executed by a
duly authorized  officer of CPI on or about the date within the Plan is executed
to certify that the CPI Schedules are tree and correct.

                      (a)    Copy of Articles of Incorporation and Bylaws;

                      (b)    Financial Statements

                      (c)    Resolution of Board of Directors approving Plan;

                                      -11-

<PAGE>

                      (d)    Consent of Shareholders approving Plan;

                      (e)    A   list  of  key  employees,   including   current
compensation, with notation as  to job  description  and  whether  or  not  such
employee  is  subject  to  written  contract,  and if  subject  to a contract or
employment agreement a copy of the same;

                      (f)    A schedule  showing  the  name and location of each
bank or other institution with  which CPI has an  account  and  the names of the
authorized persons to draw thereon or having access thereto;

                      (g)    A  schedule  setting   forth   the    shareholders,
together with the number of shares owned beneficially or of record by each (also
attached as Exhibit A);

                      (h)    Officers'  Certificate  as  required by Section 7.2
of the Plan;

                      (i)    Certificate of Good Standing

                                    Section 5

                                Special Covenants

               5.1  CPI   Information   Incorporated   in   FSC's   Report.  CPI
represents  and warrants to FSC that all the  information  furnished  under this
Plan shall be tree and  correct in all  material  respects  and that there is no
omission  of any  material  fact  required  to make the  information  stated not
misleading. CPI agrees to indemnify and hold FSC harmless, including each of its
Directors and Officers,  and each person, if any, who controls such party, under
any  applicable  law from  and  against  any and all  losses,  claims,  damages,
expenses or liabilities to which any of them may become subject under applicable
law, or reimburse  them for any legal or other expenses  reasonably  incurred by
them in connection with investigating or defending any such actions,  whether or
not resulting in liability,  insofar as such losses, claims, damages,  expenses,
liabilities  or  actions  arise  out of or are  based on any  untrue  statement,
alleged  untrue  statement, or omission  of a  material  fact  contained in such
information delivered hereunder.

               5.2 FSC Information Incorporated in CPI's Reports. FSC represents
and warrants to CPI that all the information  furnished under this Plan shall be
tree and correct in all  material  respects and that there is no omission of any
material  fact  required  to make the  information  stated not  misleading.  The
current  officers and directors of FSC agree to indemnify and hold CPI harmless,
including  each of its  Directors  and  Officers,  and each person,  if any, who
controls  such  party,  under any  applicable  law from and  against any and all
losses, claims, damages, expenses or liabilities to which any of them may become
subject under  applicable law, or reimburse them for any legal or other expenses
reasonably  incurred by them in connection with  investigating  or defending any
such actions,  whether or not  resulting in  liability,  insofar as such losses,
claims, damages,  expenses,  liabilities or actions arise out of or are based on
any untrue statement,  alleged untrue statement,  or omission of a material fact
contained in such information delivered hereunder.

                                      -12-

<PAGE>

this Agreement,  unless waived or extended in writing by the parties hereto. CPI
shall  have been  furnished  with a  certificate,  signed  by a duly  authorized
executive officer of FSC and dated the Closing date, to the foregoing effect.

6.2  Officers' Certificate.  CPI and the Shareholders  shall have
been  furnished  with a certificate  dated the Closing date and signed by a duly
authorized  executive  officer  of  FSC,  to  the  effect  that  no  litigation,
proceeding,  investigation,  claim, demand or inquiry is pending, or to the best
knowledge  of FSC,  threatened,  which  might  result  in an action to enjoin or
prevent the consummation of the transactions contemplated by this Plan, or which
might result in any material adverse change in the assets, properties, business,
or  operations  of FSC, and that this  Agreement  has been  complied with in all
material respects.

               6.3 No Material Adverse Change.  Prior to the Closing date, there
shall have not occurred any material adverse change in the financial  condition,
business or  operations of FSC, nor shall any event have  occurred  which,  with
lapse of time or the giving of notice or both,  may cause or creme any  material
adverse change in the financial condition, business or operations of FSC, except
as otherwise disclosed to CPI.

               6.4 Opinion of Counsel of FSC.  FSC shall  furnish to CPI and the
Shareholders  an opinion  dated as of the Closing date and in form and substance
satisfactory to CPI and the Shareholders to the effect that:

                      (a) FSC is a corporation duly organized, validly existing,
and  in  good  standing  under  the laws  of the  State of Nevada,  and with all
requisite  corporate  power to perform its obligations under this Plan.

                      (b)  The   business  of  FSC,  as   presently   conducted,
including, upon the consummation hereof,  the ownership of all of the issued and
outstanding  shares of CPI, does not  require it to register  it to do  business
as a foreign  corporation on any jurisdiction  other than under the jurisdiction
of its Articles of Incorporation or Bylaws and FSC has  complied  to the best of
its  knowledge  in  all  material  respects  with  all  the  laws,  regulations,
licensing  requirements  and  orders  applicable to its  business activities and
has  filed  with  the proper  authorities, including the Department of Commerce,
Division of Corporations,  and  Secretary of  State for the State of Nevada, all
statements and reports required to be filed.

                      (c) The authorized and outstanding capital stock of FSC as
set forth in Section 3.2 above,  and all  issued  and  outstanding  shares  have
been  duly  and  validly  authorized  and  issued  and  are  fully paid and non-
assessable.

                      (d) There are no  material  claims,  suits or other  legal
proceedings pending or threatened  against  FSC of any court or before or by any
governmental  body  which  might  materially  effect the  business of FSC or the
financial  condition  of  FSC as  a whole  and  no such  claims,  suits or legal
proceedings  are  contemplated  by governmental authorities against FSC.

                                      -14-

<PAGE>

                      (e)  To  the  best   knowledge   of  such   counsel,   the
consummation of the transactions contemplated  by  this Plan will not violate or
contravene  the provisions of the Certificate of Incorporation or Bylaws of FSC,
or any contract, agreement, indenture, mortgage, or order by which FSC is bound.

                      (f) This  Plan  constitutes  a legal,  valid  and  binding
obligation  of  FSC enforceable  in accordance  with its terms,  subject  to the
effect of any bankruptcy, insolvency, reorganization, moratorium, or similar law
effecting   creditors'   rights  generally  and  general  principles  of  equity
(regardless of whether such principles  are considered in a proceeding in equity
or law).

                      (g)  The  execution  and  delivery  of this  Plan  and the
consummation  of the  transactions contemplated  hereby  have been ratified by a
majority of  the Shareholders  of FSC and have been duly authorized by its Board
of Directors.

                      (h) FSC has not,  nor will it  undertake  any action,  the
result of which would endanger the tax-free nature of the Plan.

               6.5  Good Standing.   CPI  shall have  received a  Certificate of
Good  Standing  from the State of Nevada,  dated within sixty (60) days prior to
Closing,  but in no event later than ten days subsequent to the execution hereof
certifying that FSC is in good standing as a corporation in the State of Nevada.

               6.6 Other Items.  CPI and the  Shareholders  shall have  received
such  further   documents,   certifications  or  instruments   relating  to  the
transactions  contemplated  hereby as CPI and the  Shareholders  may  reasonably
request.

                                    Section 7

                   Conditions Precedent to Obligations of FSC

               All  obligations  of FSC  under  this  Plan are  subject,  at its
option,  to the  fulfillment,  before  the  Closing,  of each  of the  following
conditions:

               7.1  Accuracy  of   Representations.    The  representations  and
warranties made by CPI and the Shareholders  under this Plan were true when made
and shall be true as of the Closing date (except for changes  therein  permitted
by this  Plan) with the same  force and  effect as if such  representations  and
warranties  were  made  at and as of the  Closing  date;  and,  FSC  shall  have
performed  and complied  with all aspects of this  Agreement,  unless  waived or
extended in writing by the parties hereto.  FSC shall have been furnished with a
certificate,  signed by a duly authorized executive officer of CPI and dated the
Closing date, to the foregoing effect.

               7.2 Officers'  Certificate.  FSC shall have been furnished with a
certificate  dated the Closing  date and signed by a duly  authorized  executive
officer of CPI, to the effect  that no  litigation,  proceeding,  investigation,
claim, deed, or inquiry is pending, or to the best knowledge of CPI, threatened,
which  might  result in an action to enjoin or prevent the  consummation  of the
transactions

                                      -15-

<PAGE>



contemplated by this Plan, or which might result in any material  adverse change
in the  assets,  properties,  business,  or  operations  of CPI,  and that  this
Agreement has been complied with in all material respects.

               7.3 No Material Adverse Change.  Prior to the Closing date, there
shall have not occurred any material adverse change in the financial  condition,
business or  operations of FSC, nor shall any event have  occurred  which,  with
lapse of time or the giving of notice or both,  may cause or create any material
adverse change in the financial condition, business or operations of CPI, except
as otherwise disclosed to FSC.

               7.4  Dissenters'  Rights Waived.  Shareholders  representing  one
hundred percent (100%) of the issued and outstanding  shares of CPI, and each of
them,  have agreed and hereby waive any  dissenters'  rights,  if any, under the
laws of the  State of  Delaware  in  regards  to any  objection  to this Plan as
outlined  herein and otherwise  consent to and agree and authorize the execution
and consummation of the within Plan in accordance to the terms and conditions of
this Plan by the management of CPI.

               7.5 Other Items. FSC shall have received such further  documents,
certifications or instruments  relating to the transactions  contemplated hereby
as FSC may reasonably request.

               7.6 Execution of Investment  Letter.  The Shareholders shall have
executed and delivered copies of Exhibit B to FSC.

                                    Section 8

                                   Termination

               8.1  Termination  by CPI or the  Shareholders.  This  Plan may be
terminated  at any  time  prior  to the  Closing  date by  action  of CPI or the
Shareholders,  if FSC shall fail to comply in any  material  respect with any of
the  covenants  or  agreements  contained  in  this  Plan,  or  if  any  of  its
representations  and  warranties  contained  herein shall be  inaccurate  in any
material respect.

               8.2  Termination  by FSC. This Plan may be terminated at any time
prior to the  Closing  date by action of FSC if CPI shall  fail to comply in any
material respect with any of the covenants or agreements contained in this Plan,
or if any  of its  representations  or  warranties  contained  herein  shall  be
inaccurate in any material respect.

8.3 Termination by Mutual Consent

                      (a) This Plan  may be terminated  at any time prior to the
Closing  date  by  mutual  consent of  FSC,  expressed by action of its Board of
Directors, CPI or the Shareholders.

                      (b) If this Plan is terminated pursuant to Section 8, this
Plan  shall be  of no  further  force  and  effect and  no obligation,  right or
liability  shall arise  hereunder.  Each party  shall  bare  its  own  costs  in
connection herewith.

                                      -16-

<PAGE>


                                    Section 9
                          Shareholders' Representative

               The Shareholders  hereby irrevocably  designate and appoint James
R. Ladd, 1224 R. Street NW,  Washington DC 20009, as their agent and attorney in
fact (the  "Shareholders'  Representative")  with full power and authority until
the  Closing  to  execute,  deliver  and  receive on their  behalf all  notices,
requests and other  communications  hereunder;  to fix and alter on their behalf
the  date,  time and  place of the  Closing;  to  waive,  amend  or  modify  any
provisions  of this  Plan and to take  such  other  action  on their  behalf  in
connection with this Plan, the Closing and the transactions  contemplated hereby
as such  agent  deems  appropriate;  provided,  however,  that  no such  waiver,
amendment or modification  may be made if it would decrease the number of shares
to be issued to the  Shareholders  under Section 1 hereof or increase the extent
of  their  obligation  to  FSC  hereunder,  unless  agreed  in  writing  by  the
Shareholders.

                                   Section 10
                               General Provisions

10.1  Further  Assurances,  At any time,  and from time to time,
after the Closing date, each party will execute such additional  instruments and
take such action as may be reasonably requested by the other party to confirm or
perfect  title to any property  transferred  hereunder or otherwise to carry out
the intent and purposes of the Plan.

               10.2  Payments  of Costs  and Fees,  FSC and CPI shall  each bear
their own costs  and  expenses,  including  any  legal  and  accounting  fees in
connection with the negotiation, execution and consummation of the Plan.

               10.3 Press Release and Shareholders' Communications.  On the date
of Closing, or as soon thereafter as practicable, CPI and the Shareholders shall
cause to have promptly  prepared and disseminated a news release  concerning the
execution and consummation of the Plan, such press release and  communication to
be  released  promptly  and  within  the time  required  by the laws,  roles and
regulations  as  promulgated  by  the  United  States  Securities  and  Exchange
Commission,  and  concomitant  therewith  to  cause  to be  prepared  a full and
complete letter to FSC's shareholders which shall contain  information  required
by Regulation 240.14f-1 as promulgated under Section 14(f) as mandated under the
Securities and Exchange Act of 1934, as amended.

               10.4 Notices.  All notices and other  communications  required or
permitted hereunder shall be sufficiently given if personally delivered, sent by
registered  mail, or certified mail, return receipt requested,  postage prepaid,
or by facsimile  transmission  addressed to the following  parties  hereto or at
such other addresses as follows:

If to FSC:                   FSC Holdings, Inc.
                             215 South State Street, Suite 1100
                             Salt Lake City, Utah 84111

                                      -17-


<PAGE>



With a copy to:              Daniel W. Jackson, Esq.
                             215 South State Street, Suite 1100
                             Salt Lake City, Utah 84111

If to CPI:                   Compact Power International, Inc.
                             7106 Sunrise Road
                             Chapel Hill, NC 27514

With a copy to:              Steven A. Zrenda
                             1520 Liberty Tower
                             100 N. Broadway
                             Oklahoma City, OK 73102

or at such other  addresses as shall be furnished in writing by any party in the
manner for giving notices hereunder,  and any such notice or communication shall
be  deemed  to have  been  given as of the date so  delivered,  mailed,  sent by
facsimile transmission, or telegraphed.

               10.5 Entire Agreement,  This Plan represents the entire agreement
between  the  parties  relating  to the subject  matter  hereof,  including  any
previous letters of intent,  understandings,  or agreements between FSC, CPI and
the  Shareholders  with respect to the subject matter  hereof,  all of which are
hereby  merged into this Plan,  which alone fully and  completely  expresses the
agreement of the parties  relating to the subject matter  hereof.  Excepting the
foregoing  agreement,  there are no other  courses of  dealing,  understandings,
agreements, representations, or warranties, written or oral, except as set forth
herein.

               10.6 Governing Law. This Plan shall be governed by and  construed
and enforced in accordance with the laws of the State of  Nevada,  except to the
extent  preempted  by federal  law,  in which  event (and to that  extent  only)
federal law shall govern.

               10.7 Tax Treatment.  The transaction contemplated by this Plan is
intended  to qualify as a  "tax-free"  reorganization  under the  provisions  of
Section  368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.  CPI and
FSC  acknowledge,  however,  that  each are being  represented  by their own tax
advisors  in  connection  with  this  transaction,  and  neither  has  made  any
representations  or  warranties  to the other with  respect to treatment of such
transaction or any part or effect thereof under applicable tax laws, regulations
or  interpretations;  and no attorney's  opinion or tax revenue  ruling has been
obtained with respect to the tax consequences of the  transactions  contemplated
by the within Plan.

               10.8 Attorney  Fees. In the event that any party  prevails in any
action or suit to enforce this Plan, or secure relief from any default hereunder
or breach  hereof,  the  nonprevailing  party or  parties  shall  reimburse  the
prevailing party or parties for all costs,  including  reasonable attorney fees,
incurred in connection therewith.

               10.9 Amendment of Waiver.  Every right and remedy provided herein
shall be cumulative with every other right and remedy, whether conferred herein,
at law or in equity, and may

                                      -18-

<PAGE>



be  enforced  concurrently  or  separately,  and  no  waiver by any party of the
performance of any obligation by the other shall be construed as a waiver of the
same or any other default then,  therefore, or thereafter occurring or existing.
Any time prior to the  expiration of thirty (30) days from the date hereof, this
Plan may be amended by a writing  signed by all  parties  hereto,  with  respect
to any of the terms contained herein, and any term or condition of this Plan may
be waived or  the  time  for  performance  thereof may  be extended by a writing
signed by the party or parties for whose benefit the provision is intended.

               10.10  Counterparts.   This Plan may be executed in any number of
counterparts,  each of which when  executed and  delivered shall be deemed to be
an original,  and  all  of  which  together  shall  constitute  one and the same
instruments.

               10.11  Headings.   The section  and  subsection  headings in this
Plan  are  inserted  for  convenience  only and  shall not effect in any way the
meaning or interpretation of the Plan.

               10.12 Parties in Interest.  Except as may be otherwise  expressly
provided  herein,  all terms and  provisions  of this Plan shall be binding upon
and  inure  to the benefit of the parties  hereto and  their  respective  heirs,
beneficiaries,   personal  and  legal representatives, and assigns.

               IN  WITNESS  WHEREOF,   the parties have  executed  this Plan and
Agreement of Reorganization effective the day and year first set forth above.

                                             FSC HOLDINGS, INC.

Attest:



/s/                                          By:/s/Robert Taylor
   ---------------------                     -----------------------------------
                                             Its President



                                            COMPACT POWER INTERNATIONAL, INC.
Attest:




/s/                                          By:/s/Jack Ladd
  ----------------------                     -----------------------------------
                                             Its President



                                      -19-

<PAGE>



                                             SHAREHOLDERS:

Attest:



                                             By:/s/Jack Ladd
---------------------------------            -----------------------------------



Attest:



                                             By:/s/Mary W. Harrison
---------------------------------            -----------------------------------

Attest:



                                             By:/s/Joseph P. Kane
---------------------------------            -----------------------------------

<PAGE>
                          AGREEMENT AND PLAN OF MERGER

               This Agreement and Plan of Merger ("Agreement") is made as of the
8th  day  of  May,  1997,  by  and   between  Petrogenetics,  Inc.,  a  Colorado
corporation  "Petrogenetics"),  and FSC  Holdings,  Inc.,  a Nevada  corporation
("FSC").
                                    RECITALS:

               WHEREAS, Petrogenetics and FSC  believe that it would be to their
mutual  benefit  if  Petrogenetics  were  to  merge  into  FSC,  thereby  moving
Petrogenetics' domicile to the State of Nevada; and

               WHEREAS,  pursuant to ss.ss. 368(a)(1)(A) and 368(a)(1)(F) of the
Internal Revenue Code of 1986, as amended,  to date, ss. 7-7-101 of the Colorado
Revised  Statutes,  and ss. 78.461 of the Nevada Revised  Statutes,  as amended,
Petrogenetics  and FSC  desire  that  Petrogenetics  merge  with and  into  FSC,
pursuant to an agreement of merger whereby the separate corporate  existence of
Petrogenetics shall cease.

                                   AGREEMENT

               NOW, THEREFORE, the parties agree as follows:

               1. Merger.  On the effective date of the merger,  as  hereinafter
defined,  Petrogenetics  shall be merged with and into FSC (the  "Merger").  FSC
shall  be the  sole  surviving  corporation  in the  Merger,  and its  corporate
identity, existence, Property, franchises and  rights shall continue unaffected
and   unimpaired  by  the  Merger.   On  the  effective   date  of  the  Merger,
Petrogenetics's  corporate identity  property,  purposes,  powers,  franchises,
rights and obligations  shall be transferred to, vest in, and be merged with FSC
without further act or deed.

                                                                       Exhibit A


<PAGE>



Petrogenetics  hereby  appoints  and  designates  the  president  of  FSC as its
attorney-in-fact to execute, acknowledge and deliver on  behalf of Petrogenetics
any assignments,  deed, statements,  verifications or similar instruments deemed
necessary or appropriate  by FSC, or its counsel,  to effectuate or evidence the
transfer   of vesting   of any  property,  right,   privilege  or  franchise  of
Petrogenetics in FSC as a result of the Merger. Except as otherwise specifically
provided by law, Petrogenetics's separate existence shall cease on the effective
date of the Merger.

               2.  Issuance  and  Cancellation  of Shares.  The  parties  hereto
acknowledge and  agree that shares of the common stock of FSC shall be issued to
the shareholders of Petrogenetics in connection  with the Merger.  The number of
newly  issued shares  shall equal the number of shares owned by the shareholders
of Petrogenetics on the effective date of the Merger. Upon the effective date of
the  Merger,  each  share of  issued  and  outstanding  voting  common  stock of
Petrogenetics shall, without further action by Petrogenetics or FSC, be canceled
on the books and records of Petrogenetics.

               3. Effective  Date of Merger,  The merger shall be effective upon
the filing of the Agreement.

               4. Articles of Incorporation.

               (a)  The Articles of Incorporation of  FSC,  as in effect  on the
effective  date  of the  Merger,  shall continue in full force and effect as the
Certificate of Incorporation of FSC and shall  not be  changed or amended by the
Merger.

               (b) FSC reserves the right and power, after the effective date of
the Merger, to alter, amend, change, or  repeal any  of the provisions contained
in its Articles of Incorporation in

                                      -2-
<PAGE>



the manner now or hereafter  prescribed by statute, and all rights conferred  on
officers,  directors or shareholders of FSC  and  of  Petrogenetics  herein  are
subject to this reservation.

               5.  Bylaws.   The  Bylaws  of FSC,  as such  Bylaws  exist on the
effective  date of Merger,  shall remain and be the Bylaws of FSC until altered,
ammended or  repealed,  or until new Bylaws  shall be adopted in accordance with
the  provisions  thereof,  the  Articles  of  Incorporation,  or  in  the manner
permitted by the applicable provisions of Nevada law.

               6. Officers and Directors.

(a)  The directors  of FSC as of the effective  date of the Merger
shall  continue in office until the next annual meeting of the  shareholders  of
FSC.  The number of directors of FSC shall be two.  Anita  Patterson  and Robert
Taylor shall hold those positions.

               (b)  The  following  officers  of FSC  immediately  prior  to the
effective  Date of the Merger shall  continue in office after the effective date
of the Merger and until the next  annual  meeting  of the Board of  Directors of
FSC.
                        Anita Patterson               President

                        Robert Taylor                 Secretary/Treasurer

               7.  Governing Law.   This  Agreement  shall  be  governed  by and
construed under and in accordance with the laws of the State of Nevada.

               8. Binding  Agreement.  This Agreement  shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns.

               9,  Amendments.  This  Agreement may not be amended  except by an
instrument in writing signed by or on behalf of the parties hereto.

                                      -3-


<PAGE>



                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
    Agreement  to be  executed on its behalf as of the date and year first above
    written.

                                             PETROGENETICS, INC.
                                              a Colorado corporation



                                             By/s/Robert Taylor
                                               ---------------------------------
                                               Robert Taylor, President



                                             FSC HOLDINGS, INC.
                                              a Nevada corporation



                                             By/s/Anita Patterson
                                               ---------------------------------
                                               Anita Patterson, President