Exhibit 10.4


                          AGREEMENT AND PLAN OF MERGER

         This Agreement and Plan of Merger  ("Agreement")  is entered into as of
July 8,  2004  (the  "Execution  Date"),  by and among  Nannaco,  Inc.,  a Texas
corporation  ("NNCO"),  Nannaco  Acquisitions,   Inc.,  a  Delaware  corporation
("Acquisition  Sub"),  and Red Alert Group,  Inc., a Georgia  corporation  ("Red
Alert").

                                    RECITALS

A.  NNCO   wishes  to  issue  to  Red  Alert   shareholders   (the  "Red   Alert
Shareholders"),  on the  terms  and  conditions  set  forth  in this  Agreement,
153,341,900  shares of NNCO such that,  subsequent to the Closing (defined below
in Section 2.1), the  shareholders of Red Alert shall own  approximately  Ninety
Seven Percent (97%) of the issued and outstanding shares of NNCO.

B. Upon consummation of the Merger (defined in Section 1.1.1 below), Acquisition
Sub  shall  merge  with  and  into  Red  Alert,  and Red  Alert  shall  become a
wholly-owned subsidiary of NNCO.

C. Together,  Red Alert  Shareholders  are the owners of the following amount of
common stock of Red Alert,  which amount  represents all issued and  outstanding
capital  stock of Red Alert:  34,280,191  shares of common stock (the "Red Alert
Shares").

D. Each Red Alert share  (other than  shares to be canceled in  accordance  with
Section  1.1(b))  shall be  converted  into the  right to  receive  4.4732  (the
"Exchange Ratio") fully paid and nonassessable shares of common stock, par value
$0.001 per share, of NNCO (the "NNCO Shares"). As of the Effective Time, all the
Red Alert  Shares  shall no longer be  outstanding  and shall  automatically  be
canceled and shall cease to exist, and each holder of a certificate representing
any such shares of Red Alert  Shares shall cease to have any rights with respect
thereto,  except the right to receive the their portion of the NNCO Shares to be
issued  in  consideration   therefor  upon  surrender  of  such  certificate  in
accordance herewith.

E. It is the  intent  of the  parties  that the  Merger  qualify  as a  tax-free
corporate reorganization under Section 368(a)(1)(B) of the Internal Revenue Code
of 1986, as amended (the "Code").

Accordingly, the parties hereby agree as follows:

1. MERGER.

1.1.  Effect on Capital Stock. As of the Effective Time, by virtue of the Merger
and  without  any  action on the part of the  holder of any  shares of Red Alert
Shares or any shares of capital stock of Acquisition Sub:

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(a) Capital  Stock of  Acquisition  Sub.  Each issued and  outstanding  share of
capital  stock of  Acquisition  Sub shall be converted  into one share of common
stock of Red Alert.

(b)  Cancellation of Treasury Stock of Red Alert Owned by Red Alert.  Each share
of Red Alert that is owned by Red Alert shall  automatically  be  cancelled  and
shall cease to exist, and no consideration  shall be delivered or deliverable in
exchange therefor.

(c) Conversion of the Red Alert  Shares.Each of the Red Alert Shares (other than
shares to be canceled in accordance with Section 1.1(b)) shall be converted into
the right to receive 4.4732 (the "Exchange  Ratio") fully paid and nonassessable
shares of common stock,  par value $0.001 per share,  of the NNCO Shares.  As of
the Effective  Time, all the Red Alert Shares shall no longer be outstanding and
shall  automatically  be canceled and shall cease to exist, and each holder of a
certificate representing any such shares of Red Alert Shares shall cease to have
any rights with respect  thereto,  except the right to receive the their portion
of the NNCO Shares to be issued in consideration therefor upon surrender of such
certificate in accordance herewith.

1.2 Articles of Merger.  The Merger shall be  effectuated  at the Effective Time
pursuant to Articles of Merger  ("Articles of Merger") filed in accordance  with
applicable provisions of Texas, Georgia and Delaware law (the "Applicable Law").
The  Articles  of  Merger  shall be filed  together  with any other  filings  or
recordings  required by the Applicable Law in connection with the Merger as soon
as  practicable  after the Closing (as defined below in Section  2.1).  The term
"Effective  Time" as used in this  Agreement  means the time at which the Merger
becomes effective under the laws of Texas.

1.3  Procedure.  Each  certificate  evidencing  ownership  of Red  Alert  Shares
outstanding immediately prior to the Effective Time shall, immediately after the
Effective  Time,  be exchanged  for a  certificate  or  certificates  evidencing
ownership  of the  applicable  number of the NNCO  Shares.  At the  Closing  (as
defined below in Section 2.1) Red Alert Shares shall cease to be outstanding and
shall be converted  into and exchanged for the NNCO  Shares(1).  The NNCO Shares
exchanged  for Red Alert  Shares  shall be  referred  to herein as the  "Closing
Shares".

1.4 Name Change.  At the Effective Time, the articles of  incorporation  of NNCO
shall be amended hereby such that name  "Nannaco,  Inc." shall become "Red Alert
Group, Holding Corp.".

2.       CLOSING AND CLOSING DOCUMENTS.

2.1 Date, Time and Place of Closing.  The Merger  contemplated by this Agreement
shall take place at a closing upon the  completion and  satisfaction  of all the
closing  conditions  hereto  (the  "Closing")  to be held at The Otto Law Group,
PLLC, on a date and at a time  convenient to the parties.  The date on which the
Closing occurs is referred to in this Agreement as the "Closing Date."

----------
(1)   Red Alert  Shares and the NNCO Shares shall be converted on a 1 for 4.4732
      basis.  Accordingly,  for  each  share  of Red  Alert  held  by Red  Alert
      Shareholders,  Red Alert  Shareholders  shall receive 4.4732 shares of the
      NNCO Shares.


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<PAGE>

2.2 Red Alert  Closing  Documents.  At the Closing,  Red Alert shall deliver the
following documents to NNCO (collectively, the "Red Alert Closing Documents"):

                  2.2.1 Red Alert Share Certificates.  Certificates representing
all of Red Alert Shares;

                  2.2.2  Articles of Merger.  The Articles of Merger to be filed
with the state of Georgia, executed by Red Alert;

                  2.2.3 Good Standing  Certificate.  A certificate issued by the
Georgia  Secretary of State  indicating  that Red Alert is qualified and in good
standing within such jurisdiction;

                  2.2.4 Red Alert Officer's Certificate.  A certificate dated as
of  the  Closing  Date  executed  by a duly  authorized  officer  of  Red  Alert
certifying  that  all  necessary  actions  have  been  taken  by  Red  Alert  's
shareholders  and directors to authorize the  transactions  contemplated by this
Agreement and that all  representations and warranties made by Red Alert in this
Agreement  are complete  and correct in all material  respects as of the Closing
Date as if made on the Closing Date;

                  2.2.5  Resolutions.  Copies of signed resolutions of the board
of directors and the  shareholders  of Red Alert  approving the Merger with NNCO
and the Acquisition Sub and the execution by Red Alert of this Agreement;

                  2.2.6 Appraisal  Rights.In the event that  shareholders of Red
Alert are entitled to "appraisal  rights" pursuant to Georgia law, copies of all
written appraisal notices and forms sent by Red Alert to the shareholders of Red
Alert as required by Georgia law,  including any waiver of "appraisal rights" by
Red Alert Shareholders;

                  2.2.7 Other  Documents and  Instruments.  Such other documents
and  instruments  as NNCO's  counsel may deem to be  necessary  or  advisable to
effect the transactions contemplated by this Agreement.

2.3 NNCO Closing  Documents.  At the Closing,  NNCO shall deliver or cause to be
delivered to Red Alert the following documents (collectively,  the "NNCO Closing
Documents"):

                  2.3.1  Articles  and  Certificate  of Merger.  The Articles of
Merger to be filed with the state of Texas and the  Certificate  of Merger to be
filed with the State of  Delaware,  executed  by NNCO and the  Acquisition  Sub,
respectively;

                  2.3.2 NNCO Share  Certificates.  Executed minutes of a special
meeting of the board of  directors  of NNCO  authorizing  the issuance of one or
more  stock  certificates  in  the  name  of  each  of  Red  Alert  Shareholders
representing such Red Alert Shareholder's ownership of the NNCO Shares;

                  2.3.3 Good Standing  Certificate.  A certificate issued by the
Texas Secretary of State  indicating that NNCO is qualified and in good standing
within such jurisdiction,  and a certificate issued by the Delaware Secretary of


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<PAGE>

State  indicating  that the  Acquisition  Sub is qualified  and in good standing
within such jurisdiction;

                  2.3.4 NNCO Officer's  Certificate.  A certificate  dated as of
the Closing Date executed by a duly  authorized  officer of NNCO certifying that
all necessary  actions have been taken by NNCO's  shareholders  and directors to
authorize  the  transactions   contemplated  by  this  Agreement  and  that  all
representations  and warranties  made by NNCO in this Agreement are complete and
correct  in all  material  respects  as of the  Closing  Date  as if made on the
Closing Date;

                  2.3.5  Resolutions.  Copies of signed resolutions of the board
of directors and the  shareholders  of NNCO  approving the Merger with Red Alert
and the execution by NNCO of this Agreement;

                  2.3.6 Appraisal  Rights.In the event that shareholders of NNCO
are entitled to "appraisal  rights" pursuant to Texas law, copies of all written
appraisal notices and forms sent by NNCO to the shareholders of NNCO as required
by Texas law;

                  2.3.7 Legal Opinion.  Red Alert shall have received an opinion
dated the Closing Date of The Otto Law Group,  PLLC,  counsel for NNCO,  in form
and substance  reasonably  satisfactory to Red Alert and its counsel relating to
such matters as are customarily  delivered in connection  with the  transactions
contemplated  herein,  including an opinion that the Merger has been approved by
all requisite  action of NNCO and its  shareholders in accordance with Texas Law
and the NNCO Shares will be issued in accordance with all applicable  securities
laws; and

                  2.3.8 Other  Documents and  Instruments.  Such other documents
and  instruments as Red Alert's counsel may deem to be necessary or advisable to
effect the transactions contemplated by this Agreement.

3.       REPRESENTATIONS AND WARRANTIES OF RED ALERT.

Red Alert represents and warrants to NNCO that the statements  contained in this
Section 3 are  correct  and  complete  as of the date of this  Agreement  in all
material respects.

3.1  Organization  of Red  Alert.  Red Alert is a  corporation  duly  organized,
validly  existing,  and in good standing under the laws of the State of Georgia.
Red Alert has all the requisite  power and  authority to own,  lease and operate
all of its  properties  and assets  and to carry on its  business  as  currently
conducted  and as  proposed  to be  conducted.  Red  Alert is duly  licensed  or
qualified to do business and is in good standing in each  jurisdiction  in which
the nature of the business conducted by it makes such licensing or qualification
necessary and where the failure to be so qualified would, individually or in the
aggregate,  have a Material  Adverse Effect upon it. As used in this  Agreement,
the term  "Material  Adverse  Effect" with respect to any party,  shall mean any
change or effect  that is  reasonably  likely to be  materially  adverse  to the
business, operations,  properties, condition (financial or otherwise), assets or
liabilities of such party and such party's subsidiaries taken as a whole.


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<PAGE>

3.2  Authorization.  Subject to the approval of its shareholders,  Red Alert has
full power and  authority  (including  full  corporate  power and  authority) to
execute  and deliver  this  Agreement  and Red Alert  Closing  Documents  and to
perform its obligations  hereunder and thereunder.  This Agreement  constitutes,
and Red Alert  Closing  Documents  will  constitute,  valid and legally  binding
obligations of Red Alert,  enforceable in accordance with their respective terms
and conditions.

3.3  Noncontravention.  Neither the execution and the delivery of this Agreement
or Red  Alert  Closing  Documents,  nor  the  consummation  of the  transactions
contemplated  hereby or thereby by Red Alert, will (i) violate any constitution,
statute, regulation, rule, injunction,  judgment, order, decree, ruling, charge,
or other restriction of any government,  governmental  agency, or court to which
Red Alert is  subject or any  provision  of its  articles  of  incorporation  or
bylaws,  or (ii)  conflict  with,  result in a breach of,  constitute  a default
under,  result  in the  acceleration  of,  create  in any  party  the  right  to
accelerate,  terminate  modify,  or  cancel,  or require  any  notice  under any
agreement,  contract, lease, license,  instrument, or other arrangement to which
Red  Alert is a party or by which it is bound or to which  any of its  assets is
subject. Red Alert does not need to give any notice to, make any filing with, or
obtain any authorization, consent, or approval of any government or governmental
agency in order for the parties to consummate the  transactions  contemplated by
this Agreement.

3.4 Disclosure.  The representations and warranties  contained in this Section 3
do not  contain  any untrue  statement  of a material  fact or omit to state any
material  fact  necessary  in  order  to make  the  statements  and  information
contained in this Section 3 not misleading.

3.5  Capitalization.  The  authorized  capital  stock of Red Alert  consists  of
50,000,000  shares of common stock,  of which  34,280,191  shares are issued and
outstanding,  and 50,000,000 shares of preferred stock, of which zero (0) shares
are issued and outstanding. All issued and outstanding shares of Red Alert stock
have  been  duly  authorized  and  validly  issued,   and  are  fully  paid  and
nonassessable.  All of the  outstanding  shares of common  stock (and options to
purchase common stock) and other  outstanding  securities of Red Alert have been
duly and validly issued in compliance  with federal and state  securities  laws.
There are no outstanding or authorized subscriptions,  options,  warrants, plans
or,  except for this  Agreement and as  contemplated  by this  Agreement,  other
agreements or rights of any kind to purchase or otherwise  receive or be issued,
or securities or obligations of any kind convertible into, any shares of capital
stock or other  securities of Red Alert,  and there are no dividends  which have
accrued or been declared but are unpaid on the capital stock of Red Alert. There
are no outstanding or authorized  stock  appreciation,  phantom stock or similar
rights  with  respect to Red Alert.  Red Alert  Shares are duly  authorized  and
validly issued,  fully paid and nonassessable.  Red Alert Shares are not subject
to any preemptive rights or other similar restrictions.

3.6 Tax Treatment. As of the date of this Agreement,  Red Alert has no reason to
believe  that the  Merger  will not  qualify  as a  "reorganization"  within the
meaning of Section 368(a) of the Code.

3.7  Noncontravention.  Neither the execution and the delivery of this Agreement
or the Red Alert Closing  Documents,  nor the  consummation of the  transactions
contemplated  hereby or thereby, by Red Alert will (i) violate any constitution,
statute, regulation, rule, injunction,  judgment, order, decree, ruling, charge,


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<PAGE>

or other restriction of any government,  governmental  agency, or court to which
Red Alert is subject, or (ii) conflict with, result in a breach of, constitute a
default under,  result in the  acceleration of, create in any party the right to
accelerate,  terminate  modify,  or  cancel,  or require  any  notice  under any
agreement,  contract, lease, license,  instrument, or other arrangement to which
Red  Alert is a party or by which  Red  Alert is bound or to which  Red Alert is
subject. Red Alert does not need to give any notice to, make any filing with, or
obtain any authorization, consent, or approval of any government or governmental
agency in order for the parties to consummate the  transactions  contemplated by
this Agreement.

3.8  Financial  Statements  and  Financial  Condition.  Each  of  the  financial
statements (the "Financial  Statements") included in the Information  Statements
filed by NNCO  (the  "Reports")  with the  Securities  and  Exchange  Commission
("SEC") has been prepared from, and is in accordance with, the books and records
of Red Alert,  complies with all material  respects with  applicable  accounting
requirements  and with  the  published  rules  and  regulations  of the SEC with
respect thereto,  has been prepared in accordance with U.S.  generally  accepted
accounting  principles applied on a consistent basis during the periods involved
(except as may be  indicated in the notes  thereto)  and fairly  presents in all
material  respects the  consolidated  results of operations  and cash flows (and
changes in financial  position,  if any) of Red Alert, as at the date(s) thereof
or for the period(s) presented therein.

3.9 Absence of Material  Change.  Since the  Execution  Date,  there has been no
change in the business,  operations,  financial  condition or liabilities of Red
Alert as stated in the  Financial  Statements  that  would  result in a Material
Adverse Effect on Red Alert.

3.9 Litigation.  Except as provided in the Reports and Financial Statements,  or
otherwise  disclosed  to Red Alert  prior to the  Execution  Date,  there are no
actions,  suits,  claims,  inquiries,  proceedings or investigations  before any
court, tribunal, commission, bureau, regulatory,  administrative or governmental
agency,  arbitrator,  body or authority pending  orthreatened  against Red Alert
which  would  reasonably  be expected  to result in any  liabilities,  including
defense costs, in excess of $10,000 U.S. in the aggregate.  Red Alert is not the
named  subject of any  order,  judgment  or decree  and is not in  default  with
respect to any such order, judgment or decree.

3.10 Taxes and Tax  Returns.  Except as provided  in the  Reports and  Financial
Statements, or otherwise disclosed to Red Alert prior to the Execution Date, Red
Alert has timely and  correctly  filed tax returns  and  reports  (collectively,
"Returns")   required  by  applicable  law  to  be  filed  (including,   without
limitation, estimated tax returns, income tax returns, excise tax returns, sales
tax returns,  use tax returns,  property  tax  returns,  franchise  tax returns,
information returns and withholding, employment and payroll tax returns) and all
such  returns  were  (at the time  they  were  filed)  correct  in all  material
respects,  and have paid all  taxes,  levies,  license  and  registration  fees,
charges or withholdings of any nature whatsoever reflected on such Returns to be
owed  and  which  have  become  due and  payable  except  for any  that is being
contested in good faith.  Any unpaid U.S.  Federal  income  taxes,  interest and
penalties of Red Alert do not exceed $5,000 U.S. in the aggregate.

3.11     PURPOSELY LEFT BLANK.


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<PAGE>

3.12     Compliance with Applicable Law.

         3.12.1 Red Alert holds all licenses, certificates,  franchises, permits
and other  governmental  authorizations  ("Permits")  necessary  for the  lawful
conduct of its business  and such Permits are in full force and effect,  and Red
Alert is in all material respects complying therewith,  except where the failure
to possess or comply  with such  Permits  would not have,  in the  aggregate,  a
Material Adverse Effect on Red Alert.

         3.12.2 Red Alert is and for the past three years has been in compliance
with all foreign,  federal, state and local laws, statutes,  ordinances,  rules,
regulations and orders applicable to the operation,  conduct or ownership of its
business or  properties  except for any  noncompliance  which is not  reasonably
likely to have, in the aggregate, a Material Adverse Effect on Red Alert.

3.13  Contracts  and  Agreements.  Red  Alert  is not a party to or bound by any
commitment,  contract,  agreement or other  instrument  which  involves or could
involve  aggregate  future payments by Red Alert of more than $10,000 U.S., (ii)
Red Alert is not a party to or bound by any commitment,  contract,  agreement or
other  instrument  which is material to the  business,  operations,  properties,
assets or financial  condition of Red Alert, and (iii) no commitment,  contract,
agreement or other instrument,  other than charter documents, to which Red Alert
is a party or by which Red Alert is bound,  limits  the  freedom of Red Alert to
compete in any line of business or with any person.  Red Alert is not in default
on any contract, agreement or other instruments.

3.14     Affiliate Transactions.

                  3.14.1  Red Alert has not  engaged  in,  and is not  currently
obligated to engage in (whether in writing or orally),  any transaction with any
Affiliated Person (as defined below) involving  aggregate  payments by or to Red
Alert of $10,000 U.S. or more.

                  3.14.2 For purposes of this Section 3.14,  "Affiliated Person"
means:

                           (a) a  director,  executive  officer  or  Controlling
Person (as defined below) of Red Alert;

                           (b) a spouse  of a  director,  executive  officer  or
Controlling Person of Red Alert;

                           (c) a member of the  immediate  family of a director,
executive  officer,  or Controlling Person of Red Alert who has the same home as
such person;

                           (d) any corporation or  organization  (other than Red
Alert) of which a director, executive officer or Controlling Person of Red Alert
is a chief executive officer,  chief financial  officer,  or a person performing
similar  functions  or is a  Controlling  Person of such  other  corporation  or
organization;

                           (e)  any  trust  or  estate  in  which  a   director,
executive  officer,  or  Controlling  Person of Red Alert or the  spouse of such


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<PAGE>

person has a substantial  beneficial  interest or as to which such person or his
spouse serves as trustee or in a similar fiduciary capacity; and

                           (f) for purposes of this Section  3.14,  "Controlling
Person"  means any person or entity which,  either  directly or  indirectly,  or
acting in concert with one or more other persons or entities  owns,  controls or
holds with power to vote, or holds proxies  representing  ten percent or more of
the outstanding common stock or equity securities.

3.15 Limited Representations and Warranties.  Except for the representations and
warranties  of NNCO  expressly  set forth in Section 3, Red Alert has not relied
upon any  representation and warranty made by or on behalf of NNCO in making its
determination  to enter into this  Agreement  and  consummate  the  transactions
contemplated by this Agreement.

3.16 Disclosure.  No representation or warranty made by a Red Alert contained in
this  Agreement,  and no statement  contained in the Schedules  delivered by Red
Alert  hereunder,  contains any untrue statement of a material fact or omits any
material fact necessary in order to make a statement herein or therein, in light
of the circumstances under which it is made, not misleading.

3.17     Title to Property.

         3.17.1  Environmental  Matters.  Red Alert does not have any  financial
liability under any environmental laws.

3.18 Appraisal Rights. Red Alert has complied and is in full compliance with any
and all provisions of Texas law relating to "appraisal rights".

4.       REPRESENTATIONS AND WARRANTIES OF NNCO

NNCO hereby  represents and warrants to Red Alert that the statements  contained
in this Section 4 are correct and  complete as of the date of this  Agreement in
all material respects.

4.1 Organization. NNCO is a corporation duly organized, validly existing, and in
good standing  under the laws of the State of Texas.  NNCO has all the requisite
power and authority to own,  lease and operate all of its  properties and assets
and to carry on its  business  as  currently  conducted  and as  proposed  to be
conducted.  NNCO is duly  licensed or  qualified  to do business  and is in good
standing in each  jurisdiction in which the nature of the business  conducted by
it makes such licensing or  qualification  necessary and where the failure to be
so qualified  would,  individually or in the aggregate,  have a Material Adverse
Effect upon it.

4.2  Authorization of Transaction.  NNCO has full power and authority to execute
and deliver this  Agreement  and the NNCO Closing  Documents  and to perform all
obligations hereunder and thereunder.  This Agreement constitutes,  and the NNCO
Closing Documents will constitute,  the valid and legally binding  obligation of
NNCO enforceable in accordance with their respective terms and conditions.

4.3 Capitalization. The authorized capital stock of NNCO consists of 500,000,000
shares of common stock,  $.001 par value, of which 474,253,389 shares are issued
and outstanding,  and 100,000,000 shares of preferred stock, $.001 par value, of


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<PAGE>

which zero (0) shares are  issued and  outstanding.  All issued and  outstanding
shares of NNCO stock have been duly authorized and validly issued, and are fully
paid and  nonassessable.  All of the  outstanding  shares of common  stock  (and
options to purchase common stock) and other outstanding  securities of NNCO have
been duly and validly  issued in  compliance  with federal and state  securities
laws.  With the  exception of the  convertible  debentures  executed  during the
months of April and March,  2003, by NNCO, copies of which have been provided to
Red  Alert,  there are no  outstanding  or  authorized  subscriptions,  options,
warrants,  plans or,  except  for this  Agreement  and as  contemplated  by this
Agreement,  other  agreements  or rights of any kind to  purchase  or  otherwise
receive or be issued, or securities or obligations of any kind convertible into,
any  shares  of  capital  stock or other  securities  of NNCO,  and there are no
dividends  which have  accrued or been  declared  but are unpaid on the  capital
stock of NNCO.  There  are no  outstanding  or  authorized  stock  appreciation,
phantom stock or similar  rights with respect to NNCO.  The NNCO Shares are duly
authorized and validly issued, fully paid and nonassessable. The NNCO Shares are
not subject to any preemptive rights or other similar restrictions.

4.4  Subsidiaries.  Except for Acquisition  Sub, NNCO does not own,  directly or
indirectly,  any capital  stock or other  equity  interest  in any  corporation,
partnership or other entity.

4.5  Ownership of NNCO Shares.  Each NNCO  shareholder  owns and holds of record
that number of NNCO Shares shown on Schedule 4.5.

4.6  Noncontravention.  Neither the execution and the delivery of this Agreement
or the  NNCO  Closing  Documents,  nor  the  consummation  of  the  transactions
contemplated  hereby or  thereby,  by NNCO will (i)  violate  any  constitution,
statute, regulation, rule, injunction,  judgment, order, decree, ruling, charge,
or other restriction of any government,  governmental  agency, or court to which
NNCO is subject,  or (ii)  conflict  with,  result in a breach of,  constitute a
default under,  result in the  acceleration of, create in any party the right to
accelerate,  terminate  modify,  or  cancel,  or require  any  notice  under any
agreement,  contract, lease, license,  instrument, or other arrangement to which
NNCO is a party or by which NNCO is bound. NNCO does not need to give any notice
to, make any filing with, or obtain any authorization,  consent,  or approval of
any government or governmental agency in order for the parties to consummate the
transactions contemplated by this Agreement.

4.7  Financial  Statements  and  Financial  Condition.  Each  of  the  financial
statements (the "Financial  Statements") included in the reports (the "Reports")
filed with the  Securities  and Exchange  Commission  ("SEC") has been  prepared
from, and is in accordance  with,  the books and records of NNCO,  complies with
all material  respects  with  applicable  accounting  requirements  and with the
published  rules  and  regulations  of the SEC with  respect  thereto,  has been
prepared  in  accordance  with U.S.  generally  accepted  accounting  principles
applied on a  consistent  basis  during the periods  involved  (except as may be
indicated in the notes thereto) and fairly presents in all material respects the
consolidated  results of  operations  and cash flows (and  changes in  financial
position,  if any) of  NNCO,  as at the  date(s)  thereof  or for the  period(s)
presented therein.


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<PAGE>

4.8 Absence of Material  Change.  Since the  Execution  Date,  there has been no
change in the business,  operations,  financial condition or liabilities of NNCO
as stated in the Financial  Statements  that would result in a Material  Adverse
Effect on NNCO.

4.9 Litigation.  Except as provided in the Reports and Financial Statements,  or
otherwise  disclosed  to Red Alert  prior to the  Execution  Date,  there are no
actions,  suits,  claims,  inquiries,  proceedings or investigations  before any
court, tribunal, commission, bureau, regulatory,  administrative or governmental
agency,  arbitrator,  body or authority pending or threatened against NNCO which
would  reasonably be expected to result in any  liabilities,  including  defense
costs, in excess of $10,000 U.S. in the aggregate. NNCO is not the named subject
of any order,  judgment or decree and is not in default with respect to any such
order, judgment or decree.

4.10 Taxes and Tax  Returns.  Except as provided  in the  Reports and  Financial
Statements,  or otherwise  disclosed to Red Alert prior to the  Execution  Date,
NNCO has timely and  correctly  filed tax  returns  and  reports  (collectively,
"Returns")   required  by  applicable  law  to  be  filed  (including,   without
limitation, estimated tax returns, income tax returns, excise tax returns, sales
tax returns,  use tax returns,  property  tax  returns,  franchise  tax returns,
information returns and withholding, employment and payroll tax returns) and all
such  returns  were  (at the time  they  were  filed)  correct  in all  material
respects,  and have paid all  taxes,  levies,  license  and  registration  fees,
charges or withholdings of any nature whatsoever reflected on such Returns to be
owed  and  which  have  become  due and  payable  except  for any  that is being
contested in good faith.  Any unpaid U.S.  Federal  income  taxes,  interest and
penalties of NNCO do not exceed $5,000 U.S. in the aggregate.

4.11 Employees.  NNCO has one (1) employee,  Mr. Steve Careaga,  Chief Executive
Officer.

4.12 Compliance with Applicable Law.

         4.12.1 NNCO holds all licenses,  certificates,  franchises, permits and
other governmental  authorizations  ("Permits") necessary for the lawful conduct
of its business  and such  Permits are in full force and effect,  and NNCO is in
all material respects complying  therewith,  except where the failure to possess
or comply with such Permits would not have, in the aggregate, a Material Adverse
Effect on NNCO.

         4.12.2 NNCO is and for the past three years has been in compliance with
all  foreign,  federal,  state  and local  laws,  statutes,  ordinances,  rules,
regulations and orders applicable to the operation,  conduct or ownership of its
business or  properties  except for any  noncompliance  which is not  reasonably
likely to have, in the aggregate, a Material Adverse Effect on NNCO.

4.13  Contracts  and  Agreements.  NNCO  is  not a  party  to or  bound  by  any
commitment,  contract,  agreement or other  instrument  which  involves or could
involve  aggregate  future payments by NNCO of more than $10,000 U.S., (ii) NNCO
is not a party to or  bound  by any  commitment,  contract,  agreement  or other
instrument which is material to the business, operations,  properties, assets or
financial  condition of NNCO,  and (iii) no commitment,  contract,  agreement or
other instrument,  other than charter documents,  to which NNCO is a party or by


                                       10
<PAGE>

which  NNCO is bound,  limits  the  freedom  of NNCO to  compete  in any line of
business or with any person.  NNCO is not in default on any contract,  agreement
or other instruments.

4.14     Affiliate Transactions.

                  4.14.1 NNCO has not engaged in, and is not currently obligated
to engage in (whether in writing or orally), any transaction with any Affiliated
Person (as defined below) involving  aggregate payments by or to NNCO of $10,000
U.S. or more.

                  4.14.2  For purposes of this Section 4.14, "Affiliated Person"
means:

                           (a) a  director,  executive  officer  or  Controlling
Person (as defined below) of NNCO;

                           (b) a spouse  of a  director,  executive  officer  or
Controlling Person of NNCO;

                           (c) a member of the  immediate  family of a director,
executive  officer,  or Controlling Person of NNCO who has the same home as such
person;

                           (d) any corporation or organization (other than NNCO)
of which a director,  executive officer or Controlling Person of NNCO is a chief
executive  officer,  chief financial  officer,  or a person  performing  similar
functions or is a Controlling Person of such other corporation or organization;

                           (e)  any  trust  or  estate  in  which  a   director,
executive  officer,  or Controlling  Person of NNCO or the spouse of such person
has a substantial  beneficial  interest or as to which such person or his spouse
serves as trustee or in a similar fiduciary capacity; and

                           (f) for purposes of this Section  4.14,  "Controlling
Person"  means any person or entity which,  either  directly or  indirectly,  or
acting in concert with one or more other persons or entities  owns,  controls or
holds with power to vote, or holds proxies  representing  ten percent or more of
the outstanding common stock or equity securities.

4.15 Limited Representations and Warranties.  Except for the representations and
warranties  of Red Alert  expressly  set forth in Section 3, NNCO has not relied
upon any representation and warranty made by or on behalf of Red Alert in making
its  determination  to enter into this Agreement and consummate the transactions
contemplated by this Agreement.

4.16  Disclosure.  No  statement  contained in the  Schedules  delivered by NNCO
hereunder contains any untrue statement of a material fact or omits any material
fact necessary in order to make a statement  herein or therein,  in light of the
circumstances under which it is made, not misleading.

4.17     Title to Property.


                                       11
<PAGE>

         4.17.1  Real  Property.  NNCO  does  not  own  or  lease,  directly  or
indirectly, any real property.

         4.17.2  Environmental   Matters.  NNCO  does  not  have  any  financial
liability under any environmental laws.

4.18 Personal Property. NNCO does not own any personal property the current fair
market value of which is more than $1,000 U.S. in the aggregate.

4.19 Intellectual Property.  NNCO does not own or lease, directly or indirectly,
any  Intellectual  Property.  "Intellectual  Property",  for  purposes  of  this
Agreement,  shall mean:  patents,  patent  applications,  trademarks,  trademark
registrations,  applications for trademark  registration,  trade names,  service
marks,  registered  Internet  domain names,  licenses and other  agreements with
respect  to any of the  foregoing  to which NNCO is  licensor  or  licensee.  In
addition, there are no pending or threatened,  claims against NNCO by any person
as to any of the Intellectual  Property, or their use, or claims of infringement
by NNCO on the  rights of any  person  and no valid  basis  exists  for any such
claims.

4.20  Insurance.  NNCO  does not own,  directly  or  indirectly,  any  insurance
policies with respect to the business and assets of NNCO.

4.21 Powers of Attorney.  NNCO does not have any powers of attorney  outstanding
other than those in the  ordinary  course of  business  with  respect to routine
matters.

4.22  Bank  Accounts.  Schedule  4.22 is a true  and  complete  list of all bank
accounts, safe deposit boxes and lock boxes of NNCO, including,  with respect to
each  such  account  and  lock  box:  (a)   identification   of  all  authorized
signatories;  (b) identification of the business purpose of such account or lock
box, including  identification of any accounts or lock boxes representing escrow
funds or otherwise subject to restriction;  and (c) identification of the amount
on deposit on the date indicated.

4.24 Product  Claims.  No product or service  liability claim is pending against
NNCO or against  any other  party with  respect to the  products  or services of
NNCO.

4.25 SEC Reports and Financial Statements.  NNCO has filed with the SEC, and has
heretofore  made  available  to Red Alert,  complete  and correct  copies of all
forms, reports,  schedules,  statements and other documents required to be filed
by NNCO under the  Securities  Act, and the Exchange Act (as such documents have
been amended or supplemented since the time of their filing) (collectively,  the
"SEC Reports"). As of their respective dates, the SEC Reports (including without
limitation,  any financial statements or schedules included therein) (a) did not
contain any untrue statement of a material fact required to be stated therein or
necessary  in  order  to make  the  statements  made  therein,  in  light of the
circumstances  under which they were made, not  misleading,  and (b) complied in
all material respects with the applicable requirements of the Securities Act and
Exchange Act (as the case may be) and all  applicable  rules and  regulations of
the SEC promulgated thereunder. Each of the financial statements included in the
SEC Reports has been prepared  from,  and is in accordance  with,  the books and
records of NNCO, complies with all material respects with applicable  accounting
requirements  and with  the  published  rules  and  regulations  of the SEC with


                                       12
<PAGE>

respect thereto,  has been prepared in accordance with U.S.  generally  accepted
accounting  principles  ("U.S.  GAAP") applied on a consistent  basis during the
periods  involved  (except as may be indicated in the notes  thereto) and fairly
presents in all material  respects the  consolidated  results of operations  and
cash  flows (and  changes  in  financial  position,  if any) of NNCO,  as at the
date(s) thereof or for the period(s) presented therein.

4.26 Issued and  Outstanding  Shares of NNCO. The issued and  outstanding  stock
disclosed in Schedule 4.5 of this Agreement is all of the issued and outstanding
stock of NNCO. With the exception of the convertible  debentures executed during
the months of April and March, 2003, by NNCO, copies of which have been provided
to Red Alert, there exist no options, warrants, rights or any other arrangements
for the issuance of additional shares of NNCO stock.

4.27 Appraisal Rights.  NNCO has complied and is in full compliance with any and
all provisions of Texas law relating to "appraisal rights".

5.   COVENANTS OF THE PARTIES.

5.1  Conduct of the  Business  of NNCO.  During the period from the date of this
Agreement  to the Closing  Date,  NNCO will  conduct its  business and engage in
transactions only in the ordinary course  consistent with past practice.  During
such  period,  NNCO  will use its best  efforts  to (a)  preserve  its  business
organization  intact,  and (b)  maintain its current  status as a company  whose
shares are traded on the Over The Counter  Bulletin Board. In addition,  without
limiting the generality of the foregoing, NNCO agrees that from the date of this
Agreement to the Closing Date,  except as otherwise  consented to or approved by
Red Alert in  writing  (which  consent  or  approval  shall not be  unreasonably
withheld,  delayed or conditioned) or as permitted or required by this Agreement
or as required by law, NNCO will not:

                  5.1.1 grant any severance or termination  pay to or enter into
or amend any  employment  agreement  with, or increase the amount of payments or
fees to, any of its employees, officers or directors other than salary increases
to employees consistent with past increases; 5.1.2 make any capital expenditures
in excess of $1,000 U.S.;

                  5.1.3  guarantee the  obligations  of any person except in the
ordinary course of business consistent with past practice;

                  5.1.4 acquire assets other than those necessary in the conduct
of its business in the ordinary  course having a total value in excess of $1,000
U.S.;

                  5.1.5 sell, transfer, assign, encumber or otherwise dispose of
assets with a value in excess of $1,000 U.S.;

                  5.1.6 enter into or amend or terminate any long term (one year
or more) contract (including real property leases);


                                       13
<PAGE>

                  5.1.7  enter  into or amend any  contract  that  calls for the
payment by NNCO of $1,000 U.S. or more after the date of this Agreement;

                  5.1.8 engage or  participate  in any material  transaction  or
incur or sustain any material  obligation  otherwise than in the ordinary course
of business;

                  5.1.9    contribute to any benefit plans;

                  5.1.10   increase the number of employees;

                  5.1.11   acquire any real property; or

                  5.1.12   agree to do any of the foregoing.

5.2 No Solicitation and Liquidated  Damages.  During the period beginning on the
date of this  Agreement and ending on the Closing Date,  neither NNCO nor any of
its directors, officers, shareholders,  representatives, agents or other persons
controlled by any of them, shall,  directly or indirectly  encourage or solicit,
or hold  discussions or  negotiations  with, or provide any  information to, any
persons,  entity or group other than Red Alert  concerning  any merger,  sale of
substantial  assets not in the ordinary  course of  business,  sale of shares of
capital  stock or  similar  transactions  involving  NNCO.  NNCO  will  promptly
communicate to Red Alert the identity of any interested or inquiring  party, all
relevant  information  surrounding the interest or inquiry, as well as the terms
of any  proposal  that NNCO may receive in respect of any such  transaction.  If
this  Agreement is terminated by NNCO due to uncured breach of this Section 5.2,
then Red Alert shall be entitled to Two Hundred Thousand Dollars ($200,000) U.S.
from NNCO as liquidated  damages.  Such liquidated damages shall constitute full
payment and the exclusive remedy for any damages suffered by Red Alert by reason
of such  breach and the terms of this  Agreement.  NNCO and Red Alert agree that
actual  damages would be difficult to ascertain and that $200,000 U.S. is a fair
and equitable amount to reimburse Red Alert for such damages and the termination
of this Agreement.

5.3      Access to Properties and Records; Confidentiality.

                  5.3.1  NNCO  shall  permit  Red Alert and its  representatives
reasonable access to its properties and shall disclose and make available to Red
Alert all books,  papers and records relating to the assets,  stock,  ownership,
properties,  obligations,  operations and liabilities of NNCO, including but not
limited to, all books of account  (including the general  ledger),  tax records,
minute books of directors and stockholders meetings,  organizational  documents,
bylaws,   material  contracts  and  agreements,   filings  with  any  regulatory
authority, accountants work papers, litigation files, plans affecting employees,
and any other  business  activities  or  prospects in which Red Alert may have a
reasonable  interest,  in each  case  during  normal  business  hours  and  upon
reasonable  notice.  NNCO shall not be required to provide access to or disclose
information where such access or disclosure would jeopardize the attorney-client
privilege or would contravene any law, rule, regulation, order, judgment, decree
or  binding  agreement  entered  into prior to the date of this  Agreement.  The
parties  will  use  all  reasonable  efforts  to  make  appropriate   substitute
disclosure  arrangements  under  circumstances  in which the restrictions of the
preceding sentence apply.


                                       14
<PAGE>

                  5.3.2 All  information  furnished  by NNCO to Red Alert or the
representatives or affiliates of Red Alert pursuant to, or in any negotiation in
connection  with,  this Agreement  shall be treated as the sole property of NNCO
until consummation of the Merger and if the Merger shall not occur Red Alert and
its  affiliates,  agents and advisors shall upon written  request return to NNCO
all  documents  or other  materials  containing,  reflecting,  referring to such
information,  and shall keep  confidential  all such  information  and shall not
disclose or use such  information for  competitive  purposes for a period of two
(2) years. The obligation to keep such information  confidential shall not apply
to (i) any information which (w) Red Alert can establish by evidence was already
in its  possession  (subject to no obligation of  confidentiality)  prior to the
disclosure  thereof by NNCO;  (x) was then  generally  known to the public;  (y)
becomes known to the public other than as a result of actions by Red Alert or by
the directors,  officers,  employees, agents or representatives of Red Alert; or
(z) was  disclosed to Red Alert,  or to the  directors,  officers,  employees or
representatives  of  Red  Alert,  solely  by a  third  party  not  bound  by any
obligation of confidentiality; or (ii) disclosure in accordance with the federal
securities  laws, a federal  banking laws, or pursuant to an order of a court or
agency of competent jurisdiction.

5.4      Regulatory Matters.

         5.4.1 The parties will cooperate with each other and use all reasonable
efforts to prepare all necessary documentation,  to effect all necessary filings
and to obtain all necessary permits, consents,  approvals, and authorizations of
all  third  parties  and   governmental   bodies  necessary  to  consummate  the
transactions contemplated by this Agreement including, without limitation, those
that may be required from the SEC, other regulatory authorities,  or Red Alert's
shareholders.  NNCO and Red Alert shall each have the right to review reasonably
in advance all  information  relating to NNCO or Red Alert,  as the case may be,
and any of their respective  subsidiaries,  together with any other  information
reasonably requested,  which appears in any filing made with or written material
submitted  to  any  governmental   body  in  connection  with  the  transactions
contemplated by this Agreement.

         5.4.2 NNCO and Red Alert will  promptly  furnish each other with copies
of  written  communications  received  by  NNCO  or Red  Alert  or any of  their
respective  subsidiaries  from,  or  delivered by any of the  foregoing  to, any
governmental body in respect of the transactions contemplated by this Agreement.

5.5 Further  Assurances.  Subject to the terms and conditions of this Agreement,
each of the parties agrees to use all commercially  reasonable  efforts to take,
or cause to be taken,  all  action  and to do, or cause to be done,  all  things
necessary,  proper  or  advisable  under  applicable  laws  and  regulations  to
consummate and make effective the transactions contemplated by this Agreement.

5.6  Public  Announcements.  Prior  to the  Closing,  no  party  will  issue  or
distribute any information to its  shareholders or employees,  any news releases
or any other public  information  disclosures  with respect to this Agreement or
any of the  transactions  contemplated by this Agreement  without the consent of
the other parties or their designated representative, except as may be otherwise
required by law.


                                       15
<PAGE>

5.7 Appraisal and  Dissenters'  Rights.  Notwithstanding  any other provision in
this Agreement to the contrary,  Red Alert agrees to be responsible  for any and
all payments  required to be made by NNCO to  shareholders of NNCO in connection
with the "appraisal"  and/or  "dissenters"  rights provided to NNCO shareholders
under Texas law.

6.       CONDITIONS PRECEDENT TO RED ALERT'S OBLIGATIONS.

The obligations of Red Alert to consummate the transactions contemplated by this
Agreement are subject to satisfaction  of the following  conditions at or before
the Closing Date and may be waived only in writing by Red Alert:

6.1 NNCO's Covenants,  Representations and Warranties.  All the covenants, terms
and  conditions of this Agreement to be complied with or performed by NNCO at or
before the  Closing  Date shall have been  complied  with and  performed  in all
respects.  The  representations  and  warranties  made by NNCO in this Agreement
shall be complete  and correct at and as of the Closing Date with the same force
and effect as though such representations and warranties had been made at and as
of the Closing Date.

6.2 Delivery of Documents by NNCO.  NNCO shall have duly executed and delivered,
or caused to be executed  and  delivered  this  Agreement  and the NNCO  Closing
Documents.

6.3 NNCO  shareholder  Approval.  This  Agreement  shall have been  approved and
adopted by the affirmative  votes of that amount of NNCO's  outstanding  capital
stock necessary for the consummation of the Merger pursuant to Texas law.

6.4 Other Approvals.  All authorizations,  consents,  orders or approvals of any
United  States  federal  or  state   governmental   agency   necessary  for  the
consummation  of the Merger or the  transactions  contemplated by this Agreement
(other than such actions,  approvals or filings which,  pursuant to the terms of
this  Agreement,  are to take  place on or after the  Closing)  shall  have been
filed, occurred or been obtained.

6.5 No Litigation. No administrative  investigation,  action, suit or proceeding
seeking to enjoin the  consummation  of the  transactions  contemplated  by this
Agreement shall be pending or threatened.

6.6 Current Liabilities of NNCO. NNCO shall have no liabilities other than those
listed the Financial Statement and the Reports.

6.7 Appraisal  Rights.  NNCO shall have complied with any and all  provisions of
the Texas General Business Law relating to "appraisal rights".

6.8 Absence of Material Change. There shall have been no change in the business,
operations,  financial  condition  or  liabilities  of  NNCO  as  stated  in the
Financial Statements that has had a Material Adverse Effect on NNCO.

6.9 Legal  Opinion.  Red Alert shall have  received an opinion dated the Closing
Date of The Otto Law  Group,  PLLC,  counsel  for  NNCO,  in form and  substance
reasonably satisfactory to Red Alert relating to such matters as are customarily
delivered in connection with the transactions  contemplated herein, including an


                                       16
<PAGE>

opinion that the Merger has been  approved by all  requisite  action of NNCO and
its shareholders in accordance with Texas Law and the NNCO Shares will be issued
in accordance with all applicable securities laws.

6.10  Certificate.  A  certificate  issued  by  the  Texas  Secretary  of  State
indicating that NNCO is qualified and in good standing within such  jurisdiction
shall have been delivered to Red Alert.

6.11  Reverse-Split.  NNCO shall have completed a 1 for 100 reverse-split of the
issued  and  outstanding  shares  of  the  common  stock  of the  Company  while
maintaining  the amount of shares of common stock NNCO is authorized to issue at
500,000,000 ("Reverse-Split"),  such that, subsequent to the Reverse-Split, NNCO
has approximately 4,742,533 shares of common stock issued and outstanding.

7.       CONDITIONS PRECEDENT TO NNCO'S OBLIGATIONS.

The  obligations of NNCO to consummate  the  transactions  contemplated  by this
Agreement are subject to satisfaction  of the following  conditions at or before
the Closing Date and may be waived only in writing by NNCO:

7.1 Red Alert's Covenants,  Representations  and Warranties.  All the covenants,
terms and  conditions of this  Agreement to be complied with or performed by Red
Alert on or before the Closing Date shall have been  complied with and performed
in all respects.  The  representations  and warranties made by Red Alert in this
Agreement  shall be complete  and correct at and as of the Closing Date with the
same force and effect as though such  representations  and  warranties  had been
made at and as of the Closing Date.

7.2 Delivery of Documents by Red Alert.  Red Alert shall have duly  executed and
delivered, or caused to be executed and delivered, to NNCO, or at its direction,
this Agreement, Red Alert Shares and Red Alert Closing Documents.

7.3 Other Approvals.  All authorizations,  consents,  orders or approvals of any
United  States  federal  or  state   governmental   agency   necessary  for  the
consummation  of the Merger or the  transactions  contemplated by this Agreement
(other than such actions,  approvals or filings which,  pursuant to the terms of
this  Agreement,  are to take  place on or after the  Closing)  shall  have been
filed, occurred or been obtained.

7.4 Red Alert Shareholder Approval.  This Agreement shall have been approved and
adopted  by the  affirmative  votes of that  amount of Red  Alert's  outstanding
capital  stock  necessary  for the  consummation  of the Merger  pursuant to the
Applicable Law.

7.5 No Litigation. No administrative  investigation,  action, suit or proceeding
seeking to enjoin the  consummation  of the  transactions  contemplated  by this
Agreement shall be pending or threatened.

7.6 Due Diligence.  NNCO shall be satisfied with its due diligence review of Red
Alert and all of Red Alert's affiliated entities including,  but not limited to,
any subsidiaries, parents or brother or sister corporations of Red Alert.


                                       17
<PAGE>

8.       TERMINATION.

8.1      Termination of Agreement.  This Agreement shall terminate as follows:

                  (a) at any time  prior  to the  Effective  Time by the  mutual
written agreement of all parties;

                  (b) by Red  Alert,  in the  event  of a  breach  of any of the
representations  or warranties or covenants  made by NNCO in this Agreement that
has not been cured  within 30 days after  notice of such breach as  delivered to
NNCO by Red Alert;

                  (c) by  NNCO in the  event  of any of the  representations  or
warranties made by Red Alert in this Agreement that has not been cured within 30
days after notice of such breach as delivered to Red Alert by NNCO; or

                  (d) by either NNCO or Red Alert if the Closing  shall have not
occurred by August 27, 2004 (the "Upset Date") provided, however, that the right
to terminate  this  Agreement  pursuant to this clause shall not be available to
any party whose failure to fulfill any obligation of this Agreement has been the
cause of, or resulted in, the failure of the closing to have been effected on or
prior to such date.

9.       MISCELLANEOUS.

9.1 Tax Treatment by the Parties.  Unless otherwise required by law, the parties
shall treat the Merger as a reorganization under Section 368 of the Code for all
tax reporting  purposes;  furthermore,  the parties shall not take, and have not
taken,  any action that is  inconsistent  with  reorganization  treatment  under
Section 368 of the Code.

9.2 No Third Party Beneficiaries.  This Agreement shall not confer any rights or
remedies  upon any person or entity other than the parties and their  respective
successors and assigns.

9.3 Successors and Assigns.  No party may assign either this Agreement or any of
its rights,  interests,  or obligations  under this Agreement  without the prior
written consent of all other parties.  Subject to the foregoing,  this Agreement
shall be  binding  upon and  inure  to the  benefit  of the  parties  and  their
respective permitted successors and assigns.

9.4  Notices.  All  notices,  requests,  demands,  claims,  consents  and  other
communications  required or permitted  under this Agreement shall be in writing.
Any  notice,  request,  demand,  claim,  communication  or  consent  under  this
Agreement  shall be deemed duly given if (and shall be  effective  two  business
days after) it is sent by certified  mail,  return  receipt  requested,  postage
prepaid, and addressed to the intended recipient as set forth below:


            If to Red Alert:                Dr. Timothy Holly
                                            Chairman, C.E.O., President
                                            Red Alert Group, Inc.
                                            4279 Roswell Road
                                            Suite 102-251
                                            Atlanta, GA. 30342


                                       18
<PAGE>

            With a copy (which shall not    The Otto Law Group
            constitute notice) to:          900 Fourth Ave., Suite 3140
                                            Seattle, WA  98164
                                            Attention:  David M. Otto

            If to NNCO:                     Mr. Steve Careaga
                                            C.E.O.
                                            NANNACO, Inc.
                                            4423 Point Fosdick Dr. NW, Suite 208
                                            Gig Harbor, WA  98335

            With a copy (which shall not    The Otto Law Group
            constitute notice) to:          900 Fourth Ave., Suite 3140
                                            Seattle, WA  98164
                                            Attention:  David M. Otto

9.5  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
accordance  with the domestic laws of the State of Georgia without giving effect
to any choice or  conflict  of law  provision  or rule  (whether of the State of
Georgia or any other  jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Georgia.

9.6  Amendments  and Waivers.  This Agreement may be amended or waived only in a
writing signed by the party against which enforcement of the amendment or waiver
is sought.

9.7  Survival  of  Representations  and  Warranties.   The  representations  and
warranties  set forth in Sections 3 and 4 of this  Agreement  shall  survive the
Closing  and  continue  in full force and effect for a period of two years after
the Closing.

9.8  Severability.  Any term or provision of this  Agreement that is found to be
invalid or unenforceable  in any situation in any jurisdiction  shall not affect
the validity or  enforceability  of its  remaining  terms and  provisions or the
validity or  enforceability  of the  offending  term or  provision  in any other
situation or in any other jurisdiction.

9.9 Headings.  The section headings contained in this Agreement are inserted for
convenience  only and shall not affect in any way the meaning or  interpretation
of this Agreement.

9.10 Construction.  The parties have participated jointly in the negotiation and
drafting of this  Agreement.  In the event an ambiguity or question of intent or
interpretation  arises,  this Agreement shall be construed as if drafted jointly
by the parties  and no  presumption  or burden of proof shall arise  favoring or
disfavoring  any party by virtue of the  authorship of any of the  provisions of
this Agreement.  Any reference to any federal,  state, local, or foreign statute
or law shall be deemed  also to refer to all rules and  regulations  promulgated
thereunder,  unless the context requires  otherwise.  The word "including" shall
mean including without limitation.


                                       19
<PAGE>

9.11 Incorporation of Schedules. The Schedules referred to in and/or attached to
this Agreement are incorporated in this Agreement by this reference.

9.12 Counterparts. This Agreement may be executed in any number of counterparts,
each of which  shall be  deemed  an  original  but all of  which  together  will
constitute  one and  the  same  document.  This  Agreement  may be  executed  by
facsimile.

9.13 Entire Agreement.  This Agreement  (including the Schedules  referred to in
and/or attached to this Agreement), which constitutes the entire agreement among
the parties, supersedes any prior understandings, agreements, or representations
by or among the parties, written or oral to the extent they relate in any way to
the  subject  matter of this  Agreement,  and may only be  changed  by a writing
signed by both parties.

9.14. No Finders and Brokers. No agent, broker,  person or firm acting on behalf
of NNCO  or Red  Alert  under  its  authority  is or  will  be  entitled  to any
commission,  broker,  finder, or financial advisory fees from any of the parties
hereto in connection with any of the transactions contemplated herein.

9.15 Arbitration. Any controversies or claims arising out of or relating to this
Agreement  shall be fully and finally  settled by arbitration in accordance with
the Commercial  Arbitration Rules of the American  Arbitration  Association (the
"AAA Rules"),  conducted by a single  arbitrator  either mutually agreed upon by
Red Alert and NNCO or chosen in  accordance  with the AAA  Rules,  to be held in
Atlanta,  Georgia,  except that the parties shall have any right to discovery as
would be permitted by the Federal  Rules of Civil  Procedure  for a period of 90
days following the  commencement of such  arbitration,  and the arbitrator shall
resolve  any  dispute  which  arises  in  connection  with such  discovery.  The
prevailing party or parties shall be entitled to costs,  expenses and attorneys'
fees from the  non-prevailing  party or  parties,  and  judgment  upon the award
rendered  by the  arbitrator  shall be final and may be  entered in any court of
competent jurisdiction.



                                       20
<PAGE>

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of the date first listed above.

                                    NNCO

                                    NANNACO, INC.:



                                    By:
                                        ------------------------------
                                    Name:  Steve Careaga
                                    Title: Chief Executive Officer


                                    RED ALERT:

                                    RED ALERT GROUP, INC.


                                    By:
                                        ------------------------------
                                    Name:  Dr. Timothy Holly
                                    Title: President and Chief Executive Officer


                                    ACQUISITION SUB:

                                    NANNACO ACQUISITION, INC.



                                    By:
                                        ------------------------------
                                    Name:  David Otto
                                    Title: President and Secretary


                                       21
<PAGE>


                                  Schedule 1.1

                             RED ALERT SHAREHOLDERS




                                       22
<PAGE>

                                  Schedule 4.5

                           NANNACO, INC. SHAREHOLDERS

Registration                                                       Shares
------------                                                       ------
JOHNNY ALEXANDER                                                     2000
DONALD P ANDERSON                                                   13516
ROBERT D AXELROD                                                   150000
LAVON DAN BAKER                                                      4500
WENDELL L BAKER                                                     33804
VINH BAO PHONG                                                       2000
TERRENCE BYRNE                                                   15000000
EDWARD CANAHUATI                                                    10000
CAMERON CAPPLEMAN                                                    1000
CARLIEVEGEN ENTERPRISES                                            500000
SANDRA GAIL CARTER                                                 300000
KURT CASPER                                                         10000
CEDE & CO                                                       281236642
LINDA CONLEY                                                         5500
TERRY CONNER & CAROL CONNER JT TEN                                 300000
CUSTOM MANUFACTURED HOMES INC                                     5000000
ANDREW DEVRIES III                                               75000000
ANDREW DEVRIES III                                               18175000
DREAM MAKERS ENTERPRISES                                            22526
ROBERT DUCH                                                       1964137
SETH A FARBMAN                                                     250000
JOSEPH E FOSTER                                                     56330
PAUL H FRAZELL                                                      30418
MICHAEL E GARVER                                                     3386
GMR DAVIS INC                                                       28165
BONNEY GOLDSTEIN REV TR                                            180000
GRAY DOG WALKING MINISTRIES                                         22526
JAMES GRAY JR                                                        1134
KATHERINE K GUSTKE                                                  16902
ARTHUR W HUGHES                                                      6000
SCOTT HUGHES & ROBIN HUGHES JT TEN                                 240000
REAL TIME INTERESTS INC                                              5000
CASSANDRA BOLTON JACKSON                                           100000
W M JACKSON                                                         70000
NEIL JONES                                                         240000
JSTP ENTERPRISE                                                     11263
KOM ENTERPRISES                                                     22526
KEVIN KRIMMEL                                                       42063
GENE R LE GRAND                                                     22526
TODD LEWIS                                                           2500
ROBERT MARTIN                                                        1200
EDWARD FRANCIS MORAN III                                           400000
ALLEN J MULLINS                                                    220582
YVONNE MURREN                                                        3386
DWAYNE MUZNY                                                         1000
LONG H NGUYEN                                                        5000
RONALD M OAKLEY                                                     45067
TROY OTILLIO & JENNIFER OTILLIO JT TEN                             600000
MICHAEL PARK                                                      1500000
TOM PARSONS                                                         72097


                                       23
<PAGE>

STEPHEN P PAYNE                                                     50000
PENSON FINANCIAL SERVICES INC                                     5000000
PEOPLE SMART RESOURCES                                              16902
CHRIS PETRILLA                                                      20000
PROFESSIONAL TRUST MANAGEMENT                                      237836
THE ROYAL BLOODLINE OF DAVID                                        11263
RUBIN INVESTMENT GROUP                                            2000000
MARK SARLO                                                          64700
JEFF SERGENT                                                         2600
RICHARD L SNYDER                                                    28165
SOUTHERN INDIANA SPEECH SERVICES LLC                                22562
BRAD STAPP                                                           1000
JOHN STARNES                                                        15000
SHAI STERN                                                        3000000
TERRAPIN STATION MINISTRIES                                        109288
T&L ENTERPRISES                                                     11263
KENNETH TRIESCH                                                     40000
MARK TRIESCH                                                        29000
BRETT VALLERY                                                        1000
NICOLE LEIGH VAN COLLER                                           5000000
WEST FACE INVESTMENTS                                              604725
CAROL EPPS WHITE                                                    22526
GEORGE WILLIAMS                                                     19714
JUANITA WILTBANK & BENJAMIN WILTBANK JTWROS                          1500
NANCY ZITO                                                          14649



                                       24
<PAGE>


                                  Schedule 4.22

                                  BANK ACCOUNTS

Frost National Bank Account #75 0008877



                                       25