AGREEMENT AND PLAN OF REORGANIZATION




         AGREEMENT  AND  PLAN OF  REORGANIZATION  ("Agreement")  among  FORESTAY
CORPORATION, a Delaware corporation ("Forestay"), MILINX BUSINESS GROUP, INC., a
Delaware  corporation  ("Milinx")  and the  persons  listed in  Exhibit A hereof
(collectively  the  "Shareholders"),  being  the  owners of record of all of the
issued and outstanding stock of Forestay.

         Whereas, Milinx wishes to acquire and the Shareholders wish to transfer
all of the  issued and  outstanding  securities  of  Forestay  in a  transaction
intended  to  qualify  as  a  reorganization   within  the  meaning  of  Section
368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.

         Now, therefore,  Forestay,  Milinx and the Shareholders adopt this plan
of reorganization and agree as follows:

         1.   EXCHANGE OF STOCK

         1.1. NUMBER OF SHARES.  The Shareholders agree to transfer to Milinx at
the Closing  (defined  below) the number of shares of common  stock of Forestay,
$.0001 par value per share, shown opposite their names in Exhibit A, in exchange
pro rata for an  aggregate of 250,000  shares of voting  common stock of Milinx,
$0.0001 par value per share.

         1.2.   EXCHANGE  OF   CERTIFICATES.   Each  holder  of  an  outstanding
certificate or certificates  theretofore  representing shares of Forestay common
stock shall surrender such  certificate(s) for cancellation to Milinx, and shall
receive in exchange a certificate  or  certificates  representing  the number of
full  shares of Milinx  common  stock into which the shares of  Forestay  common
stock  represented by the certificate or certificates so surrendered  shall have
been  converted.  The transfer of Forestay shares by the  Shareholders  shall be
effected by the delivery to Milinx at the Closing of  certificates  representing
the transferred shares endorsed in blank or accompanied by stock powers executed
in blank.

         1.3. FRACTIONAL SHARES. Fractional shares of Milinx common stock shall
not be issued, but in lieu thereof Milinx shall round up fractional shares to
the next highest whole number.

         1.4.  FURTHER  ASSURANCES.  At  the  Closing  and  from  time  to  time
thereafter,  the Shareholders shall execute such additional instruments and take
such other  action as Milinx may  request  in order  more  effectively  to sell,
transfer,  and assign the  transferred  stock to Milinx and to confirm  Milinx's
title thereto.

         2. RATIO OF EXCHANGE. The securities of Forestay owned by the
Shareholders, and the relative securities of Milinx for which they will be
exchanged, are set out opposite their names in Exhibit A.

         3.   CLOSING.

         3.1. TIME AND PLACE. The Closing contemplated herein shall be held as
soon as possible, but in any event no later than December 9, 1999 at the offices
of Cassidy & Associates at 1504 R Street, NW, Washington, D.C. unless another
place or time is agreed upon in writing by the parties

                                        1

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.  The date of Closing may be  accelerated  or extended by
agreement of the parties.

         3.2. FORM OF DOCUMENTS. 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 lieu 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.

         4.  UNEXCHANGED  CERTIFICATES.   Until  surrendered,  each  outstanding
certificate that prior to the Closing represented Forestay common stock shall be
deemed  for  all  purposes,  other  than  the  payment  of  dividends  or  other
distributions,  to evidence  ownership of the number of shares of Milinx  common
stock into which it was converted.  No dividend or other  distribution  shall be
paid to the holders of certificates of Forestay common stock until presented for
exchange at which time any outstanding dividends or other distributions shall be
paid.

         5.   REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

         The Shareholders, individually and separately, represent and warrant as
follows:

         5.1. TITLE TO SHARES. The Shareholders, and each of them, are the
owners, free and clear of any liens and encumbrances, of the number of Forestay
shares which are listed in the attached Exhibit 1 and which they have contracted
to exchange.

         5.2. LITIGATION.  There is no litigation  or proceeding  pending,  or
to any  Shareholder's  knowledge threatened, against or relating to shares of
Forestay held by the Shareholders.

         6.   REPRESENTATIONS AND WARRANTIES OF FORESTAY. Forestay represents
and warrants that:

         6.1.   CORPORATE   ORGANIZATION  AND  GOOD  STANDING.   Forestay  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.

         6.2. REPORTING COMPANY STATUS. Forestay 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 and is a reporting
company pursuant to ss.12(g) thereunder.

         6.3. REPORTING COMPANY FILINGS. Forestay 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.

                                        2

         6.4. CAPITALIZATION. Forestay's authorized capital stock consists of
100,000,000 shares of Common Stock, $.0001 par value, of which 5,000,000 shares
are issued and outstanding, and 20,000,000 shares of Preferred Stock, of which
no shares are issued or outstanding.

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

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

         6.7. CORPORATE  AUTHORITY.  Forestay 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.

         6.8. AUTHORIZATION.  Execution of this agreement has been duly
authorized and approved by Forestay's board of directors.

         6.9. SUBSIDIARIES.  Forestay has no subsidiaries.

        6.10. FINANCIAL STATEMENTS.  Forestay's financial statements dated as of
June 7, 1999  copies of which will have been  delivered  by  Forestay  to Milinx
prior to the Closing Date (the "Forestay Financial Statements"),  fairly present
the  financial  condition  of Forestay 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.

        6.11. ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent reflected
or reserved against in the Forestay Financial Statements,  Forestay 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.

        6.12. NO MATERIAL CHANGES. Except as set out by attached schedule,
there has been no material adverse change in the business, properties, or
financial condition of Forestay since the date of the Forestay Financial
Statements.

        6.13. LITIGATION. Except as set out by attached schedule, there is not,
to the knowledge of Forestay, any pending, threatened, or existing litigation,
bankruptcy, criminal, civil, or regulatory proceeding or investigation,
threatened or contemplated against Forestay or against any of its officers.

        6.14. CONTRACTS. Except as set out by attached schedule, Forestay 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.

        6.15. TITLE. Except as set out by attached schedule, Forestay has good
and marketable title to all the real property and good and valid title to all
other property included in the Forestay Financial Statements. Except as set out
in the balance sheet thereof, the properties of Forestay are not subject

                                        3



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 Forestay.

        6.16. TAX RETURNS.  Except as set out by attached schedule, all required
tax returns for federal,  state,  county,  municipal,  local,  foreign and other
taxes and assessments have been properly  prepared and filed by Forestay 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
Forestay  Financial  Statements are adequate to cover any such taxes that may be
assessed against  Forestay in respect of its business and its operations  during
the periods covered by the Forestay Financial Statements and all prior periods.

        6.17.  NO  VIOLATION.  The Closing  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 Forestay is subject or by which  Forestay is
bound.

        7. REPRESENTATIONS AND WARRANTIES OF MILINX. Milinx represents and
warrants that:

        7.1. CORPORATE  ORGANIZATION AND GOOD STANDING.  Milinx 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.

        7.2.  CAPITALIZATION.  Milinx's  authorized  capital  stock  consists of
210,000,000  shares of Common Stock,  $.001 par value, of which 8,970,000 shares
are issued and outstanding,  and 40,000,000 shares of preferred stock, $.001 par
value, of which 3,675,000 Series A shares are issued and outstanding.

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

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

        7.5. CORPORATE  AUTHORITY.  Milinx 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.

        7.6. AUTHORIZATION.  Execution of this agreement has been duly
authorized  and approved by Milinx's board of directors.

        7.7. SUBSIDIARIES.  As set out in schedule attached hereto, Milinx has
four subsidiaries.

        7.8. FINANCIAL STATEMENTS.  Milinx's draft audited financial statements,
which are subject

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to revision,  dated as of June 30, 1999,  financial  statements  copies of which
will have been  delivered  by Milinx to Forestay  prior to the Closing Date (the
"Milinx Financial Statements"), fairly present the financial condition of Milinx
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.

        7.9. ABSENCE OF UNDISCLOSED LIABILITIES.  Except to the extent reflected
or reserved against in the Milinx Financial  Statements,  Milinx 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.

        7.10. NO MATERIAL CHANGES. Except as set out by attached schedule,
there has been no material adverse change in the business, properties, or
financial condition of Milinx since the date of the Milinx Financial Statements.

        7.11. LITIGATION. Except as set out by attached schedule, there is not,
to the knowledge of Milinx, any pending, threatened, or existing litigation,
bankruptcy, criminal, civil, or regulatory proceeding or investigation,
threatened or contemplated against Milinx or against any of its officers.

        7.12. CONTRACTS. Except as set out by attached schedule, Milinx 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.

        7.13. TITLE. Except as set out by attached schedule, Milinx has good and
marketable  title to all the real property and good and valid title to all other
property included in the Milinx Financial  Statements.  Except as set out in the
balance sheet thereof, the properties of Milinx 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 Milinx.

        7.14. TAX RETURNS.  Except as set out by attached schedule, all required
tax returns for federal,  state,  county,  municipal,  local,  foreign and other
taxes and  assessments  have been properly  prepared and filed by Milinx 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 Milinx
Financial  Statements  are adequate to cover any such taxes that may be assessed
against Milinx in respect of its business and its operations  during the periods
covered by the Milinx Financial Statements and all prior periods.

        7.15.  NO  VIOLATION.  The Closing  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 Milinx is subject  or by which  Milinx is
bound.

        8.   CONDUCT PENDING THE CLOSING

        Forestay,  Milinx and the Shareholders covenant that between the date of
this Agreement and the Closing as to each of them:

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     8.1. No change will be made in the charter documents, by-laws, or other
corporate documents of Forestay.

     8.2.  Forestay  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.

     8.3. No change will be made in the charter documents, by-laws, or other
corporate documents of Milinx.

     8.4. Milinx 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.

     8.5. None of the Shareholders  will sell,  transfer,  assign,  hypothecate,
lien, or otherwise dispose or encumber the Forestay shares of common stock owned
by them.

     9.  CONDITIONS PRECEDENT TO OBLIGATION OF THE SHAREHOLDERS

     The  Shareholder's  obligation to consummate this exchange shall be subject
to  fulfillment  on or before the Closing of each of the  following  conditions,
unless waived in writing by the Shareholders as appropriate:

     9.1. MILINX'S REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Milinx set forth herein shall be true and correct at the Closing
as though made at and as of that date, except as affected by transactions
contemplated hereby.

     9.2. MILINX'S COVENANTS. Milinx shall have performed all covenants
required by this Agreement to be performed by it on or before the Closing.

     9.3. BOARD OF DIRECTOR APPROVAL. This Agreement shall have been
approved by the Board of Directors of Milinx.

     9.4. SUPPORTING DOCUMENTS OF MILINX. Milinx shall have delivered to
the Shareholders the following documents in form and substance reasonably
satisfactory to the Shareholders:

     (a)  A  good  standing   certificate  from  the  jurisdiction  of  Milinx's
organization  stating  that  Milinx is a  corporation  duly  organized,  validly
existing, and in good standing;

     (b) Secretary's certificate stating that Milinx's authorized capital
stock is as set forth herein;

     (c) Certified copies of the resolutions of the
board of directors of Milinx authorizing the execution of this Agreement and the
consummation hereof;

     (d) Secretary's certificate of incumbency of the officers and directors
of Milinx;

     (e) Milinx's draft audited Financial Statements (subject to revision)
for the period ended June 30, 1999; and

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

         10.  CONDITIONS PRECEDENT TO OBLIGATION OF MILINX

         Milinx's  obligation  to consummate  this exchange  shall be subject to
fulfillment on or before the Closing of each of the following conditions, unless
waived in writing by Milinx:

        10.1. SHAREHOLDERS' REPRESENTATIONS AND WARRANTIES. The representations
and warranties of the Shareholders set forth herein shall be true and correct at
the Closing as though made at and as of that date, except as affected by
transactions contemplated hereby.

        10.2. SHAREHOLDERS' COVENANTS. The Shareholders shall have performed
all covenants required by this Agreement to be performed by them on or before
the Closing.

        10.3. FORESTAY'S REPRESENTATIONS AND WARRANTIES. The representations
and warranties of Forestay set forth herein shall be true and correct at the
Closing as though made at and as of that date, except as affected by
transactions contemplated hereby.

        10.4. FORESTAY'S COVENANTS. Forestay shall have performed all covenants
required by this Agreement to be performed by them on or before the Closing.

        10.5. BOARD OF DIRECTOR APPROVAL. This Agreement shall have been
approved by the Board of Directors of Forestay.

        10.6. SUPPORTING DOCUMENTS OF FORESTAY. Forestay shall have delivered
to the Shareholders the following documents in form and substance reasonably
satisfactory to the Shareholders:

         (a) A good standing  certificate  from the  jurisdiction  of Forestay's
organization  stating that Forestay is a  corporation  duly  organized,  validly
existing, and in good standing;

         (b) Secretary's certificate stating that Forestay's authorized capital
stock is as set forth herein;

         (c) Certified copies of the resolutions of the board of directors of
Forestay authorizing the execution of this Agreement and the consummation
hereof;

         (d)  Secretary's certificate of incumbency of the officers and
directors of Forestay;

         (e)  Forestay's Financial Statements; and

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

         11.  SHAREHOLDER REPRESENTATIVE. The Shareholders hereby irrevocably
designate and appoint Cassidy & Associates, 1504 R Street, N.W. Washington,
District of Columbia 20009, as

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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  Agreement,  and to take such other action on
their  behalf  in  connection  with  this  Agreement,   the  Closing,   and  the
transactions  contemplated  hereby  as such  agent or agents  deem  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
hereunder or increase the extent of their obligation to indemnify Reorganization
hereunder.

         12. TERMINATION. This Agreement may be terminated (1) by mutual consent
in writing; (2) by any of the Shareholders, Milinx or Forestay if there has been
a material  misrepresentation  or material breach of any warranty or covenant by
any other party;  or (3) by any of the  Shareholders,  Milinx or Forestay if the
Closing  shall not have taken place within 15 days  following  execution of this
Agreement, unless adjourned to a later date by mutual consent in writing.

         13.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties of the Shareholders, Milinx and Forestay set out herein shall
survive the Closing.

         14.  ARBITRATION

        14.1.  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.

        14.2. 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.

        14.3. APPLICABLE LAW. The law applicable to the arbitration and this
agreement shall be that of the State of Delaware, determined without regard to
its provisions which would otherwise apply to a question of conflict of laws.

        14.4.  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.

        14.5.  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.

                                        8



        14.6.  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.

        14.7.  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.

        14.8. 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 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.

        14.9. 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.

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

         15.  GENERAL PROVISIONS.

        15.1. 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.

        15.2. 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.

        15.3. 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.

        15.4. 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 Forestay, to:

         Forestay Corporation 1504 R Street, N.W.

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         Washington, District of Columbia 20009

         If to Milinx, to:

         Milinx Business Group Corporation
         c/o Butcher & Williams
         Suite 3827
         1001 Fourth Avenue Plaza
         Seattle, Washington 98154

         If to the Shareholders, to:

         Cassidy & Associates 1504 R Street, N.W.
         Washington, District of Columbia 20009

        15.5. GOVERNING LAW. This agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Delaware.

        15.6.  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.

        15.7. 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.

        15.8.  EXCHANGE  AGENT AND CLOSING DATE. The Exchange Agent shall be the
law firm of 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 December 9, 1999 unless extended by mutual consent of the
parties.

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        15.9. 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.

       15.10. SCHEDULES. All schedules attached hereto, if any, shall be
acknowledged by each party by signature or initials thereon and shall be dated.

       15.11. EFFECTIVE DATE.  This effective date of this agreement shall be
December 8, 1999.

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             SIGNATURE PAGE TO AGREEMENT AND PLAN OF REORGANIZATION
             AMONG FORESTAY, MILINX AND THE SHAREHOLDERS OF FORESTAY


                  IN WITNESS WHEREOF, the parties have executed this agreement.


                                       FORESTAY CORPORATION


                                       By ______________________________________
                                             James M. Cassidy
                                             President

                                       MILINX BUSINESS GROUP CORPORATION


                                       By ______________________________________
                                             Maynard L. Dokken
                                             President

                                       THE SHAREHOLDERS OF FORESTAY
                                       CORPORATION:

                                       TPG CAPITAL CORPORATION:


                                       By ______________________________________
                                             James M. Cassidy, President

                                       12



                                    Exhibit A



Number of           Number of
Forestay Shares     Milinx           Name of
To Be               Shares To Be     Shareholder                   Address
Exchanged           Received



5,000,000           250,000        TPG Capital Corporation       1504 R St. NW,
                                                             Washington DC 20009


                                       13


                   SCHEDULE 7.5- STOCK RIGHTS FOR MILINX STOCK


<TABLE>
<CAPTION>


---------------------------------------- ----------------------------------------------------------  ------------------------
                 TYPE                                         CHARACTERISTICS                               # ISSUED
---------------------------------------- ----------------------------------------------------------  ------------------------

<S>                                       <C>                                                       <C>
1999 Class A Unit                        Convertible  to 1 Series B  Preferred Share  plus 1/2 1999          1,069,750
                                         International Warrant A
---------------------------------------- ----------------------------------------------------------  ------------------------
1999 Internal Warrant A                  Exercisable for 1 common share @ $7.50 each                         900,000
---------------------------------------- ----------------------------------------------------------  ------------------------
1999 Internal Warrant B                  Exercisable for 1 Preferred A Share @ $6.00 each                    650,000
---------------------------------------- ----------------------------------------------------------  ------------------------
Options-                                 Exercisable for 1 common share @ $2.00 each
  Sales Associates                                                                                           200,000
  Directors                                                                                                  500,000
  Director and Executive                                                                                     500,000
---------------------------------------- ----------------------------------------------------------  ------------------------
Options-                                 Exercisable  for 1/2 Common Share @ $0.10 to current market        2,700,000
  Employee Incentive Program             value
---------------------------------------- ----------------------------------------------------------  ------------------------
</TABLE>



                                       14



                    SCHEDULE 7.13- MILINX MATERIAL CONTRACTS



1.  Interactive Intelligence Software Licensing Agreement

2.  KRP Communications Ltd. Software and Hardware Reseller Agreement


                                       15