EXHIBIT 10.1


                              AMENDED AND RESTATED
                          AGREEMENT AND PLAN OF MERGER
                                      AMONG
                         SILVA BAY INTERNATIONAL, INC.,
                            SSS ACQUISITION COMPANY,
                                       AND
                       SPECTRUM SCIENCES & SOFTWARE, INC.


                                 MARCH 24, 2003


                                       28
<PAGE>

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                                                             PAGE
                                                                             ----
<S>                                                                          <C>
      ARTICLE I. - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . .   4
1.01    Affiliate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
1.02    Collateral Agreements. . . . . . . . . . . . . . . . . . . . . . . .   4
1.03    Confidential Information . . . . . . . . . . . . . . . . . . . . . .   4
1.04    Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
1.05    Damages. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
1.06    Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . . .   5
1.07    SILVA BAY Shareholder. . . . . . . . . . . . . . . . . . . . . . . .   5
1.08    Financial Statements . . . . . . . . . . . . . . . . . . . . . . . .   5
1.09    GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
1.10    Governmental Authorities . . . . . . . . . . . . . . . . . . . . . .   5
1.11    Inventory. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
1.12    Knowledge. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
1.13    Legal Requirements . . . . . . . . . . . . . . . . . . . . . . . . .   5
1.14    Spectrum Capital Stock . . . . . . . . . . . . . . . . . . . . . . .   5
1.15    Spectrum Stockholders. . . . . . . . . . . . . . . . . . . . . . . .   5
1.16    Material Adverse Change (or Effect). . . . . . . . . . . . . . . . .   5
1.17    Permits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
1.18    Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
1.19    Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
1.20    Permitted Encumbrances . . . . . . . . . . . . . . . . . . . . . . .   6
1.21    Real Property. . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
1.22    Regulations. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
1.23    Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
1.24    Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
1.25    Tax Return . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
1.26    Trade Secrets. . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
1.27    Used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
1.28    Working Capital. . . . . . . . . . . . . . . . . . . . . . . . . . .   6

      ARTICLE II. - THE MERGER . . . . . . . . . . . . . . . . . . . . . . .   7
2.01    The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
2.02    Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
2.03    Effects of the Merger. . . . . . . . . . . . . . . . . . . . . . . .   7
2.04    Certificate of Incorporation and Bylaws. . . . . . . . . . . . . . .   7
2.05    Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
2.06    Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
2.07    Effect on Capital Stock. . . . . . . . . . . . . . . . . . . . . . .   7
2.08    Exchange of Certificates . . . . . . . . . . . . . . . . . . . . . .   8
2.09    Record Date for Stockholder Action . . . . . . . . . . . . . . . . .   9

      ARTICLE III. - CLOSING . . . . . . . . . . . . . . . . . . . . . . . .   9
3.01    Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
3.02    Deliveries by Spectrum . . . . . . . . . . . . . . . . . . . . . . .   9
3.03    Deliveries by SILVA BAY. . . . . . . . . . . . . . . . . . . . . . .  10
3.04    Termination in Absence of Closing. . . . . . . . . . . . . . . . . .  10

      ARTICLE IV. - SPECTRUM'S REPRESENTATIONS AND WARRANTIES. . . . . . . .  11
4.01    Corporate Existence and Qualification. . . . . . . . . . . . . . . .  11
4.02    Authority, Approval and Enforceability . . . . . . . . . . . . . . .  11
</TABLE>


                                       29
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<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                                                             PAGE
                                                                             ----
<S>                                                                          <C>

4.03    Capitalization and Corporate Records . . . . . . . . . . . . . . . .  11
4.04    Equity Interests . . . . . . . . . . . . . . . . . . . . . . . . . .  12
4.05    No Spectrum Defaults or Consents . . . . . . . . . . . . . . . . . .  12
4.06    No Governmental Proceedings. . . . . . . . . . . . . . . . . . . . .  12
4.07    Employee Matters . . . . . . . . . . . . . . . . . . . . . . . . . .  12
4.08    Financial Statements; Liabilities; Accounts Receivable; Inventories.  12
4.09    Absence of Certain Changes . . . . . . . . . . . . . . . . . . . . .  13
4.10    Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . .  14
4.11    Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
4.12    Real Property. . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
4.13    Assets other than Real Property. . . . . . . . . . . . . . . . . . .  15
4.14    Commitments. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
4.15    Intangible Rights. . . . . . . . . . . . . . . . . . . . . . . . . .  15
4.16    Permits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
4.17    Banks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
4.18    Suppliers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
4.19    Transactions With Affiliates . . . . . . . . . . . . . . . . . . . .  16
4.20    Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
4.21    Other Information. . . . . . . . . . . . . . . . . . . . . . . . . .  16
4.22    No Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

      ARTICLE V. - SILVA BAY'S REPRESENTATIONS AND WARRANTIES. . . . . . . .  17
5.01    SILVA BAY: Corporate Existence and Qualification . . . . . . . . . .  17
5.02    SSS: Corporate Existence and Qualification . . . . . . . . . . . . .  17
5.03    SILVA BAY: Authority, Approval and Enforceability. . . . . . . . . .  17
5.04    SSS: Authority, Approval and Enforceability. . . . . . . . . . . . .  17
5.05    No Default or Consents . . . . . . . . . . . . . . . . . . . . . . .  18
5.06    No Governmental Proceedings. . . . . . . . . . . . . . . . . . . . .  18
5.07    Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
5.08    Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . .  18
5.09    Tax Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
5.10    Permits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
5.11    Environmental Matters. . . . . . . . . . . . . . . . . . . . . . . .  19
5.12    Other Information. . . . . . . . . . . . . . . . . . . . . . . . . .  19

      ARTICLE VI. - OBLIGATIONS PRIOR TO CLOSING
6.01    SILVA BAY's Access to Information. . . . . . . . . . . . . . . . . .  19
6.02    Spectrum's Conduct of Business and Operations. . . . . . . . . . . .  19
6.03    General Restrictions . . . . . . . . . . . . . . . . . . . . . . . .  20
6.04    Notice Regarding Changes . . . . . . . . . . . . . . . . . . . . . .  21
6.05    Ensure Conditions Met. . . . . . . . . . . . . . . . . . . . . . . .  21

      ARTICLE VII. - CONDITIONS TO SPECTRUM'S AND SILVA BAY'S OBLIGATIONS. .  21
7.01    Conditions to Obligations of Spectrum. . . . . . . . . . . . . . . .  21
7.02    Conditions to SILVA BAY's Obligations. . . . . . . . . . . . . . . .  22
      ARTICLE VIII. -  POST-CLOSING OBLIGATIONS. . . . . . . . . . . . . . .  23
8.01    Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . .  23
8.02    Publicity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
8.03    Name Change and Reincorporation. . . . . . . . . . . . . . . . . . .  23
8.04    Silva Bay Director and Officers after Closing. . . . . . . . . . . .  23
8.05    Capital for the Surviving Corporation's Business . . . . . . . . . .  24

      ARTICLE IX. - MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . .  24
9.01    Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . .  24
9.02    Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . . .  24
9.03    Brokers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
9.04    Costs and Expenses . . . . . . . . . . . . . . . . . . . . . . . . .  25
9.05    Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
9.06    Governing Law and Waiver of Jury Trial . . . . . . . . . . . . . . .  25
9.07    Representations and Warranties . . . . . . . . . . . . . . . . . . .  26
9.08    Agreement; No Third-Party Beneficiaries. . . . . . . . . . . . . . .  26
9.09    Binding Effect; Assignment . . . . . . . . . . . . . . . . . . . . .  26
9.10    Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
9.11    Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
9.12    Attorneys' Fees. . . . . . . . . . . . . . . . . . . . . . . . . . .  26
9.13    Exhibits and Schedules . . . . . . . . . . . . . . . . . . . . . . .  27
9.14    Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
9.15    Rules of Interpretation. . . . . . . . . . . . . . . . . . . . . . .  27
9.16    Amendment; Waiver. . . . . . . . . . . . . . . . . . . . . . . . . .  27
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
                                LIST OF SCHEDULES
<S>               <C>
SCHEDULE 2.08. .  Spectrum - Shares Issuable to Spectrum Stockholders
SCHEDULE 4.01. .  Spectrum - Jurisdictions and Good Standings
SCHEDULE 4.03. .  Spectrum - Capital Structure Prior to Closing the Merger
SCHEDULE 4.05. .  Spectrum - Consents and Defaults
SCHEDULE 4.07. .  Spectrum - Number of Employees and Employment Classification
SCHEDULE 4.08(A)  Spectrum - Financial Statement
SCHEDULE 4.08(B)  Spectrum - Liabilities
SCHEDULE 4.08(C)  Spectrum - Accounts Receivable
SCHEDULE 4.08(D)  Spectrum - Inventory
SCHEDULE 4.09. .  Spectrum - Certain Changes Since Last Balance Sheet
SCHEDULE 4.10. .  Spectrum - Compliance with Laws
SCHEDULE 4.11. .  Spectrum - Litigation
SCHEDULE 4.12. .  Spectrum - Real Property
SCHEDULE 4.14. .  Spectrum - Contracts and Commitments
SCHEDULE 4.15. .  Spectrum - Intangible Rights
SCHEDULE 4.16. .  Spectrum - Permits
SCHEDULE 4.17. .  Spectrum - Financial Institutions and Authorized Personnel
SCHEDULE 4.18. .  Spectrum - Principal Suppliers
SCHEDULE 4.19. .  Spectrum - Transactions with Affiliates
SCHEDULE 4.20. .  Spectrum - Tax Matters
SCHEDULE 7.02(C)  SILVA BAY - Certain Changes Since Last Balance Sheet
</TABLE>


                                       31
<PAGE>

                          AGREEMENT AND PLAN OF MERGER

     This  AMENDED  AND  RESTATED AGREEMENT AND PLAN OF MERGER (the "AGREEMENT")
                                                                     ---------
made  and  entered  into  as  of the 24th day of March 2003, is by and among (i)
SILVA  BAY  INTERNATIONAL,  INC., a Delaware corporation ("SILVA BAY"), (ii) SSS
                                                           ---------
ACQUISITION COMPANY, a Delaware corporation and wholly owned subsidiary of SILVA
BAY  ("SSS"),  and  (iii)  SPECTRUM  SCIENCES  &  SOFTWARE,  INC.  ,  a  Florida
       ---
corporation  ("SPECTRUM").
               --------

                                    RECITALS
                                    --------

     WHEREAS,  SILVA  BAY,  SSS  and  Spectrum executed an Agreement and Plan of
Merger  dated  on or about July 2002 (the "Original Agreement") wherein SSS will
merge  with  and  into  Spectrum, such that as of the closing of the transaction
Spectrum  shall  be  the  surviving  entity,  wholly  owned  by  SILVA  BAY.

     WHEREAS,  SILVA  BAY, SSS and Spectrum mutually desire to amend and restate
the  Original  Agreement  in  accordance  with  the terms and conditions of this
Agreement.

                                    AGREEMENT
                                    ---------

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

                                   ARTICLE I.

                                   DEFINITIONS

     Capitalized  terms  used  in  this  Agreement  are  used as defined in this
Article  I  or  elsewhere  in  this  Agreement.
      ----

     1.01     AFFILIATE.  The  term  "AFFILIATE" shall mean, with respect to any
              ---------               ---------
person, any other person controlling, controlled by or under common control with
such  person.  The  term "CONTROL" as used in the preceding sentence means, with
                          -------
respect  to  a  corporation, the right to exercise, directly or indirectly, more
than  50%  of  the  voting  rights  attributable to the shares of the controlled
corporation  and,  with  respect  to  any  person  other than a corporation, the
possession,  directly  or  indirectly,  of  the  power  to  direct  or cause the
direction  of  the  management  or  policies  of  such  person.

     1.02     COLLATERAL  AGREEMENTS.  The  term  "COLLATERAL  AGREEMENTS" shall
              ----------------------               ----------------------
mean  any  or  all  of  the  exhibits  to  this  Agreement and any and all other
agreements,  instruments  or  documents required or expressly provided for under
this  Agreement to be executed and delivered in connection with the transactions
contemplated  by  this  Agreement.

     1.03     CONFIDENTIAL  INFORMATION.  The  term  "CONFIDENTIAL  INFORMATION"
              -------------------------               -------------------------
shall  mean  confidential  data  and  confidential  information  relating to the
business  of Spectrum (which does not rise to the status of a Trade Secret under
applicable  law)  which  has value to Spectrum and is not generally known to the
competitors of Spectrum.  Confidential Information shall not include any data or
information  that  (i)  has  been voluntarily disclosed to the general public by
Spectrum  or its Affiliates, (ii) has been independently developed and disclosed
to  the  general  public  by others, or (iii) otherwise enters the public domain
through  lawful  means.

     1.04     CONTRACTS.  The term "CONTRACTS," when described as being those of
              ---------             ---------
or  applicable  to  any  person,  shall  mean any and all contracts, agreements,
franchises,  understandings,  arrangements,  leases,  licenses,  registrations,
authorizations,  easements,  servitudes, rights of way, mortgages, bonds, notes,
guaranties,  liens, indebtedness, approvals or other instruments or undertakings
to  which  such  person  is  a  party or to which or by which such person or the
property  of  such  person  is  subject  or  bound,  excluding  any  Permits.


                                       32
<PAGE>

     1.05     DAMAGES.  The  term  "DAMAGES"  shall  mean  any  and all damages,
              -------               -------
liabilities,  obligations,  penalties,  fines,  judgments, claims, deficiencies,
losses, costs, expenses and assessments (including without limitation income and
other  taxes,  interest,  penalties  and  attorneys'  and  accountants' fees and
disbursements).

     1.06     ENVIRONMENTAL  LAWS.  The term "ENVIRONMENTAL LAWS" shall mean any
              -------------------             ------------------
applicable  federal,  state,  local  or  foreign  law, statute, ordinance, rule,
regulation,  code,  order,  judgment,  decree  or injunction relating to (x) the
protection  of the environment (including, without limitation, air, water vapor,
surface  water,  groundwater, drinking water supply, surface or subsurface land)
or  (y)  the exposure to, or the use, storage, recycling, treatment, generation,
transportation,  processing, handling, labeling, protection, release or disposal
of,  Hazardous  Substances.

     1.07     SILVA  BAY  SHAREHOLDER.  The  term  "SILVA BAY SHAREHOLDER" shall
              -----------------------               ---------------------
mean  any  Person who holds shares of Silva Bay International, Inc. common stock
prior  to  the  Closing  of  the  Merger.

     1.08     FINANCIAL  STATEMENTS.  The term "FINANCIAL STATEMENTS" shall mean
              ---------------------             --------------------
any  or  all  of  the financial statements, including balance sheets and related
statements  of  income  and  statements of changes in financial position and the
accompanying  notes  thereto,  of the Spectrum's business prepared in accordance
with  generally  accepted  accounting principles consistently applied, except as
may  be  otherwise  provided  herein.

1.09     GAAP.  "GAAP"  means  generally  accepted  accounting principles in the
         ----    ----
United  States.

     1.10     GOVERNMENTAL  AUTHORITIES.  The  term  "GOVERNMENTAL  AUTHORITIES"
              -------------------------               ------------  -----------
shall  mean  any  nation  or  country  (including  but not limited to the United
States)  and any commonwealth, territory or possession thereof and any political
subdivision  of  any  of  the  foregoing,  including  but not limited to courts,
departments,  commissions,  boards,  bureaus,  agencies,  ministries  or  other
instrumentalities.

     1.11     INVENTORY.  The term "INVENTORY" shall mean all goods, merchandise
              ---------             ---------
and  other  personal  property  owned  and held for sale, and all raw materials,
works-in-process, materials and supplies of every nature which contribute to the
finished  products  of  Spectrum  in  the  ordinary  course  of  its  business,
specifically  excluding,  however,  damaged,  defective  or otherwise unsaleable
items.

     1.12     KNOWLEDGE.  The  term  "KNOWLEDGE" shall mean, as to Spectrum, the
              ---------               ---------
actual  knowledge  of Donal Myrick or any of the other directors, or officers of
Spectrum  with  respect  to  the matter in question, and such knowledge as Donal
Myrick  or  any of the other directors or officers of Spectrum reasonably should
have  obtained  upon  diligent  investigation  and  inquiry  into  the matter in
question.  The  term  "KNOWLEDGE"  shall  mean,  as  to  SILVA  BAY,  the actual
                       ---------
knowledge  of  Dyron Watford or any of the other directors, or officers of SILVA
BAY  with respect to the matter in question, and such knowledge as Dyron Watford
or  any  of  the other directors or officers of SILVA BAY reasonably should have
obtained  upon  diligent  investigation and inquiry into the matter in question.

     1.13     LEGAL REQUIREMENTS.  The term "LEGAL REQUIREMENTS," when described
              ------------------             ----- ------------
as  being  applicable  to  any  person,  shall mean any and all laws (statutory,
judicial  or otherwise), ordinances, regulations, judgments, orders, directives,
injunctions,  writs,  decrees  or  awards  of,  and  any  Contracts  with,  any
Governmental  Authority,  in  each  case as and to the extent applicable to such
person  or  such  person's  business,  operations  or  properties.

     1.14     SPECTRUM  CAPITAL  STOCK.  The term "SPECTRUM CAPITAL STOCK" shall
              ------------------------             ----------------------
mean  Spectrum's  common  stock.


                                       33
<PAGE>

     1.15     SPECTRUM  STOCKHOLDERS.  The  term  "SPECTRUM  STOCKHOLDERS" shall
              ----------------------               ----------------------
mean  any  Person  that  holds  shares  of Spectrum's Capital Stock prior to the
Closing  of  the  Merger.

     1.16     MATERIAL  ADVERSE  CHANGE (OR EFFECT).  The term "MATERIAL ADVERSE
              -------------------------------------             ----------------
CHANGE (OR EFFECT)" shall mean a change (or effect), in the condition (financial
 -----------------
or otherwise), properties, assets, liabilities, rights, obligations, operations,
business  or  prospects of a Person which change (or effect), individually or in
the  aggregate,  is  materially  adverse  to such condition, properties, assets,
liabilities,  rights,  obligations,  operations,  business  or  prospects.

     1.17     PERMITS.  The  term  "PERMITS"  shall  mean  any  and all permits,
              -------               -------
rights,  approvals,  licenses, authorizations, legal status, orders or Contracts
under  any Legal Requirement or otherwise granted by any Governmental Authority.

     1.18     PERSON.  The term "PERSON" shall mean any individual, partnership,
              ------             ------
joint  venture, firm, corporation, association, limited liability company, trust
or  other enterprise or any governmental or political subdivision or any agency,
department  or  instrumentality  thereof.

     1.19     PROPERTIES.  The  term  "PROPERTIES"  shall  mean  any  and  all
              ----------               ----------
properties and assets (real, personal or mixed, tangible or intangible) owned or
used  by  Spectrum  or  SILVA  BAY,  as  the  case  may  be.

     1.20     PERMITTED  ENCUMBRANCES.  As to Real Property, the term "PERMITTED
              -----------------------                                  ---------
ENCUMBRANCES"  shall  mean  (A) any liens disclosed in the Financial Statements;
------------
(B)  liens for Taxes, assessments and other governmental charges not yet due and
--
payable  or  due but being contested in good faith by appropriate proceedings or
not  delinquent;  (C)  mechanics',  workmen's,  repairmen's,  warehousemen's,
Carriers',  or  other  like  liens arising or incurred in the ordinary course of
business,  original  purchase  price  conditional  sales contracts and equipment
leases  with  third parties entered into in the ordinary course of business; (D)
with  respect  to  real  property,  (i)  easements,  quasi-easements,  licenses,
covenants,  rights-of-way  and  other  similar  restrictions, including, without
limitation,  any  other  agreements,  conditions  or restrictions which would be
shown  by a current title report or other similar report or listing which in any
event  do not unreasonably interfere with the present use of such property, (ii)
any  conditions  that may be shown by a current survey, title report or physical
inspection which in any event do not unreasonably interfere with the present use
of such property and (iii) zoning, building and other similar restrictions which
in  any  event  do  not  unreasonably  interfere  with  the  present use of such
property;  (E)  liens  securing  liabilities  (with  respect  to such liens,  no
default  exists);  and  (F) liens which, individually or in the aggregate, would
not  have  a  Material  Adverse  Effect.

     1.21     REAL  PROPERTY.  The  term  "REAL  PROPERTY"  shall  mean the real
              --------------               --------------
property  used  by  either  SILVA  BAY  or  Spectrum, as the case may be, in the
conduct  of  their  respective  businesses.

     1.22     REGULATIONS.  The  term  "REGULATIONS"  shall  mean  any  and  all
              -----------               -----------
regulations  promulgated  by  the  Department  of  the  Treasury pursuant to the
Internal  Revenue  Code.

1.23     SUBSIDIARY.  The  term "SUBSIDIARY" shall mean SSS Acquisition Company.
         ----------              ----------

     1.24     TAXES.  The  term  "TAXES" shall mean all federal, state, local or
              -----               -----
foreign  taxes,  including  but  not limited to income, gross receipts, windfall
profits,  goods  and  services,  value  added,  severance, property, production,
sales,  use,  license,  excise,  franchise,  employment,  withholding or similar
taxes,  together  with any interest, additions or penalties with respect thereto
and  any  interest  in  respect  of  such  additions  or  penalties.

     1.25     TAX  RETURN.  The  term  "TAX  RETURN"  shall mean any tax return,
              -----------               ------------
filing  or information statement required to be filed in connection with or with
respect  to  any  Taxes.


                                       34
<PAGE>

     1.26     TRADE SECRETS.  The term "TRADE SECRETS" shall mean information of
              -------------             -------------
Spectrum  including,  but  not  limited  to,  technical  or  non-technical data,
formulas,  patterns,  compilations,  programs,  financial data, financial plans,
product  or service plans or lists of actual or potential customers or suppliers
which  (i) derives economic value, actual or potential, from not being generally
known  to, and not being readily ascertainable by proper means by, other persons
who  can  obtain  economic  value  from  its  disclosure or use, and (ii) is the
subject  of  efforts that are reasonable under the circumstances to maintain its
secrecy.

     1.27     USED.  The  term  "USED"  shall  mean,  with respect to Spectrum's
              ----               ----
Properties,  Contracts  or  Permits,  those owned, leased, licensed or otherwise
held  by  Spectrum  which  were  acquired for use or held for use by Spectrum in
connection with its business and operations, whether or not reflected on the its
books  of  account.

     1.28     WORKING  CAPITAL.  The  term  "WORKING  CAPITAL"  shall  mean  the
              ----------------               ----------------
difference between (i) Spectrum's current assets, including accounts receivable,
inventory, prepaid expenses and deposits, but excluding Available Cash, and (ii)
Spectrum's current liabilities, including accounts payable and accrued expenses,
but  excluding  Funded  Indebtedness, in each case calculated in accordance with
GAAP.

                                   ARTICLE II.

                                   THE MERGER

     2.01     THE  MERGER.  Upon  the  terms  and  subject to the conditions set
              -----------
forth in this Agreement, and in accordance with the Delaware General Corporation
Law  ("DELAWARE  LAW"), and the Florida Business Corporation Act ("FLORIDA LAW")
       -------------
SSS shall be merged with and into Spectrum at the Effective Time (as hereinafter
defined)  (the  "MERGER").  Following the Effective Time, the separate corporate
                 ------
existence  of  SSS  shall  cease  and  Spectrum  shall continue as the surviving
corporation  (the  "SURVIVING  CORPORATION") and shall succeed to and assume all
                    ----------------------
the  rights  and  obligations  of  SSS  in  accordance with Florida Law.  At the
election  of  SILVA BAY, any direct or indirect wholly owned subsidiary of SILVA
BAY  may  be substituted for SSS as a constituent corporation in the Merger.  In
such  event,  the  parties  agree  to  execute  an appropriate amendment to this
Agreement  in  order  to  reflect  the  foregoing.

     2.02     EFFECTIVE  TIME.  Subject  to the provisions of this Agreement, as
              ---------------
soon  as  practicable on or after the Closing Date (as hereinafter defined), the
parties  shall  file  a certificate of merger or other appropriate documents (in
any  such  case,  the  "CERTIFICATE  OF MERGER") executed in accordance with the
                        ----------------------
relevant  provisions  of  Delaware Law  and Florida Law and shall make all other
filings  or  recordings required under Delaware Law and Florida Law.  The Merger
shall become effective at such time as the Certificates of Merger are duly filed
with  the Secretaries of State of Delaware and Florida, or at such other time as
SSS and Spectrum shall agree and specify in the Certificates of Merger (the time
the  Merger becomes effective being referred to herein as the "EFFECTIVE TIME").
                                                               --------------

     2.03     EFFECTS  OF THE MERGER.  Upon the effectiveness of the Merger, (a)
              ----------------------
the Surviving Corporation shall own and possess all assets and property of every
kind  and  description,  and  every  interest therein, wherever located, and all
rights,  privileges, immunities, powers, franchises and authority of a public as
well  as  of  a  private  nature,  of  SSS  and  Spectrum  (the  "CONSTITUENT
                                                                  -----------
CORPORATION"),  and  all obligations owed to, belonging to or due to each of the
Constituent  Corporations,  all  of  which  shall  be  vested  in  the Surviving
Corporation  pursuant  to  Florida  Law without further act or deed, and (b) the
Surviving  Corporation  shall  be  liable  for  all  claims,  liabilities  and
obligations  of  the  Constituent  Corporations,  all  of which shall become and
remain  the  obligations  of  the  Surviving Corporation pursuant to Florida Law
without  further  act  or  deed.

     2.04     CERTIFICATE  OF  INCORPORATION  AND  BYLAWS.  The  Certificate  of
              -------------------------------------------
Incorporation  of Spectrum  as in effect immediately prior to the Effective Time
shall  be  the  certificate  of incorporation of the Surviving Corporation until
thereafter  changed  or  amended  as  provided  therein  or by Florida Law.  The
corporate  name  of  the  Surviving  Corporation  shall  be "SPECTRUM SCIENCES &
                                                             -------------------
SOFTWARE,  INC.."  The bylaws of Spectrum  as in effect immediately prior to the
      ---------
Effective Time shall be the bylaws of the Surviving Corporation until thereafter
changed  or  amended  as  provided  therein  or  by  applicable  law.


                                       35
<PAGE>

     2.05     DIRECTORS.  The  directors  of  the Surviving Corporation shall be
              ---------
Donal  Myrick  as  Chairman  and  Michael Black, Dyron Watford and Dwain Brannon
until  the  earlier  of  their  resignation or removal or until their respective
successors  are duly elected and qualified, as the case may be. Mr. Myrick shall
also  be  appointed  to serve as a member of the board of directors of SILVA BAY
upon  the  Closing  of  the  Merger.

     2.06     OFFICERS.  The  officers  of  Spectrum  immediately  prior  to the
              --------
Effective  Time  shall  be  the  officers of the Surviving Corporation until the
earlier of their resignation or removal or until their respective successors are
duly  elected and qualified, as the case may be.  Notwithstanding the foregoing,
Mr.  Myrick  shall  remain  the  President  and  Chief  Executive Officer of the
Surviving  Corporation  upon  consummation  of  the  Merger.

     2.07     EFFECT  ON  CAPITAL STOCK.  Notwithstanding any other provision in
              -------------------------
this  Agreement,  SILVA  BAY  shall  issue  no more than 2,500,000 shares of its
common  stock to the Spectrum Stockholders.  As of the Effective Time, by virtue
of  the Merger and without any action on the part of the holder of any shares of
the  outstanding  capital  of  the  Spectrum  or  SSS:

     (a)     Each  issued  and outstanding share of common stock of SSS shall be
converted into and become one fully paid and nonassessable share of common stock
of  the  Surviving  Corporation.

     (b)     Each  share of Spectrum's common stock ("SPECTRUMCOMMONSTOCK") that
                                                      -------------------
is  held  in  the  treasury  of  Spectrum  or  by any wholly owned subsidiary of
Spectrum  shall  automatically be canceled and returned and shall cease to exist
and  no  consideration  shall  be  delivered  in  exchange  therefor.

     (c)     Each share of Spectrum Common Stock that is owned by SILVA BAY, SSS
or any other subsidiary of SILVA BAY shall automatically be canceled and retired
and  shall  cease  to exist, and no consideration shall be delivered in exchange
therefor.

     (d)     Subject  to  Section2.07(h)  hereof,  each  600  shares of Spectrum
                          --------------
Common  Stock issued and outstanding (other than shares of Spectrum Common Stock
to  be  canceled in accordance with Sections2.07(b) and 2.07(c) hereof) shall be
                                    ---------------     -------
canceled  and  extinguished  and converted into the right to receive one million
two  hundred fifty thousand (1,250,000) shares of SILVA BAY common stock ("SILVA
                                                                           -----
BAY COMMON"). As of the Effective Time, all such shares of Spectrum Common Stock
----------
shall  no  longer be outstanding and shall automatically be canceled and retired
and shall cease to exist, and each holder of a certificate representing any such
shares  of  Spectrum  Common  Stock  shall cease to have any rights with respect
thereto.

     (e)     This  left  intentionally  blank.

     (f)     This  left  intentionally  blank.

     (g)     This  left  intentionally  blank.

     (h)     Notwithstanding  anything  in  this  Agreement to the contrary, any
issued  and outstanding shares held by a person (a "DISSENTING STOCKHOLDER") who
                                                    ----------------------
objects  to  the Merger and complies with all the relavant provisions of Florida
Law  concerning  the  right of holders of Spectrum Capital Stock to dissent from
the Merger and require appraisal of their Shares ("DISSENTING SHARES") shall not
                                                   -----------------
be  converted  as  described  in  Section2.07(d)  but  shall become the right to
                                  --------------
receive  such  consideration  as  may be determined to be due to such Dissenting
Stockholder  pursuant  to  Florida  Law.  If,  after  the  Effective  Time, such
Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or
otherwise loses his right of appraisal, in any case pursuant to Florida Law, his
Shares  shall  be deemed to be converted as of the Effective Time into the right
to  receive  the  SILVA  BAY  Common.  Spectrum  shall give SILVA BAY (i) prompt
notice  of  any demands for appraisal of Dissenting Shares received by Spectrum,
and (ii) the opportunity to participate in all negotiations and proceedings with
respect  to  any  such demands.  Spectrum shall not voluntarily make any payment
with  respect  to any demands for appraisal and shall not, except with the prior
written  consent  of  SILVA  BAY,  settle  or  offer to settle any such demands.


                                       36
<PAGE>

     (i)     Spectrum  shall  cancel its employee stock option plan on or before
the  Closing.  Subsequent  to  the Closing, SILVA BAY will adopt and implement a
new  employee  stock  plan and grant such stock options to Spectrum employees as
the  board  of  directors  of  SILVA  BAY  deems  appropriate.

     2.08     EXCHANGE  OF CERTIFICATES.  SILVA BAY designates Kaplan Gottbetter
              -------------------------
&  Levenson, LLP or any other Person reasonably acceptable to Spectrum to act as
the  exchange agent for the Merger (the "EXCHANGE AGENT").  The SILVA BAY Common
                                         --------------
shall  be  delivered  to  the Exchange Agent immediately upon Closing.  Spectrum
shall  send  notice  to each Spectrum Stockholder advising them on the procedure
for exchanging their share certificates.  SCHEDULE 2.08 sets forth the number of
                                          -------------
shares of SILVA BAY Common issuable to each Spectrum Stockholder upon Closing of
the Merger.  The Exchange Agent shall deliver to the Spectrum Stockholders their
pro  rata share of the SILVA BAY Common (the "CONVERTED SHARES"), upon surrender
                                              ----------------
of  their  Spectrum  share  certificates  to  the Exchange Agent.  No fractional
shares shall be issued in connection with the exchange of Spectrum Capital Stock
for  SILVA  BAY  Common  contemplated  hereby.

     2.09     RESTRICTION ON THE SALE OR OTHER TRANSFER TO THE CONVERTED SHARED.
              -----------------------------------------------------------------
None  of  the  Converted  Shares  will be registered under the Securities Act of
1933,  as  amended  (the "SECURITIES ACT"), or the securities laws of any state.
                          --------------
The  Spectrum  Stockholders  are  acquiring  the Converted Shares for investment
purposes  only  and not with a view towards distribution or resale, nor with the
intention  of selling, transferring or otherwise disposing of all or any part of
such  Converted  Shares  for any particular price, or at any particular time, or
upon  the  happening  of  any particular event or circumstances, except selling,
transferring,  or disposing of the Converted Shares made in full compliance with
all  applicable  provisions  of  the  Securities  Act, the rules and regulations
promulgated by the Securities and Exchange Commission thereunder, and applicable
state  securities  laws.  The  Converted Shares must be held indefinitely unless
they  are subsequently registered under the Securities Act, or an exemption from
such  registration  is  available,  which  will  require  an  opinion of counsel
acceptable  to  SILVA BAY that registration is not required under the Securities
Act  or such state securities laws.  The Converted Shares will be subject to the
lock  provisions  set  forth  in  this  Section  2.09  and  shares  certificates
                                        -------------
representing  the  Converted  Shares  will  each  bear  a legend indicating that
transfer  of such Converted Shares has not been so registered and the legend may
bear  the  following  or  similar  words:

the  securities represented hereby have not been registered under the securities
act  of  1933,  as amended (the "act"), or any applicable state securities laws.
                                 ---
these  securities have been acquired for investment purposes only and not with a
view  to  distribution or resale, and may not be sold, offered for sale, pledged
or  hypothecated  in  the  absence  of  a  registration statement in effect with
respect  to  the  securities  under  such  act and applicable laws or some other
exemption  from the registration requirements of such act and applicable laws or
an  opinion  of counsel satisfactory to the Silva Bay group inc. and its counsel
that  such  registration  is  not  required.

the  securities  represented  by this certificate are subject to certain lock-up
restrictions  which  are set forth in more particularity in that certain amended
and  restated  agreement  and  plan  of  merger  dated as of March 24, 2003 (the
"merger  agreement") pursuant to which the holder is prohibited from  selling or
transferring  the  shares  represented  hereby  for  a  period  of twelve months
following  the  effective  date  of  the  merger.

     The Converted Shares may not be sold, pledged, hypothecated, or transferred
in  any  manner  or  for  any  reason  for  a  period of 12 months following the
Effective  Date.

     2.10     RECORD DATE FOR STOCKHOLDER ACTION.  Spectrum's board of directors
              ----------------------------------
shall  cause  March  24, 2003 to be the record date for any Spectrum Stockholder
action  necessary  to  approve  this  Agreement,  the  Merger  or  any  of  the
transactions  contemplated  hereby  and  thereby.


                                       37
<PAGE>

                                  ARTICLE III.

                                     CLOSING

     3.01     CLOSING.  Immediately  upon  the  execution  of  this  Agreement,
              -------
Spectrum  shall  (a)  solicit the consent of and approval by its Stockholders of
the  Merger and this Agreement and (b) obtain evidence that the requisite number
of  Spectrum Stockholders are "accredited investors" (as such term is defined in
the  Securities  Act  of  1933,  as  amended,  hereinafter  referred  to  as the
"SECURITIES  ACT")  for  purposes  of  qualifying  the share exchange under this
         -------
Merger for an exemption from the registration requirements of the Securities Act
pursuant  to  Section 506 thereunder (the foregoing shall be collective referred
to  as  the  "PRE-CLOSING EVENTS").  Subject to the conditions stated in Article
              ------------------                                         -------
VIIof  this  Agreement, the closing of the transactions contemplated hereby (the
 --
"CLOSING")  shall  be  held at 9:00 a.m., New York time, two business days after
 -------
the  completion  of  the  Pre-Closing Events, or, if the conditions set forth in
 -
Sections  7.01  and  7.02have  not been satisfied or waived on such date, on the
 -
fifth  (5th) business day after all such conditions shall have been satisfied or
 -
waived,  at  the offices of Kaplan Gottbetter & Levenson, LLP, 630 Third Avenue,
New York, New York 10017.  The date upon which the Closing occurs is hereinafter
referred  to as the "CLOSING DATE."  The Closing shall be deemed completed as of
                     ------------
12:01  a.m.  New  York  time  on  the  morning  of  the  Closing  Date.

3.02     DELIVERIES  BY  SPECTRUM.  At  or  prior to the Closing, Spectrum shall
         ------------------------
deliver  to  SILVA  BAY:

     (a)     the  Certificate  of  Merger,  duly  executed  by  Spectrum;

(b)     Spectrum's  stock  book,  stock  ledger  and  minute  books;

     (c)     an  officer's  certificate stating that the conditions set forth in
Sections  7.02(a)  and  7.02(c)  have  been  satisfied;
 ------------------------------

     (d)     possession  of all originals and copies of agreements, instruments,
documents,  deeds,  books,  records, files and other data and information within
the  possession  of  Spectrum  or  any  Affiliate of Spectrum (collectively, the
"RECORDS");  provided,  however,  that Spectrum may retain (1) copies of any tax
--------
returns  and  copies of Records relating thereto; (2) copies of any Records that
Spectrum  may  reasonably  need  for complying with requirements of law; and (3)
copies  of  any  Records  that  in the reasonable opinion of the Chief Executive
Officer  of  Spectrum  shall  be  required in connection with the performance of
Spectrum's  obligations  under  Article  IX hereof;  and
                                -----------

     (e)     evidence  satisfactory to SILVA BAY that SILVA BAY designees (which
shall  include  Donal  Myrick, Nancy Gonteric and Don Garison) shall be the only
authorized signatories with respect to Spectrum's accounts set forth in SCHEDULE
                                                                        --------
4.17.
----

     3.03     DELIVERIES  BY  SILVA  BAY.  At or prior to the Closing, SILVA BAY
              --------------------------
shall  deliver  to  Spectrum  a certificate executed by an authorized officer of
SILVA  BAY,  on behalf of SILVA BAY, to the effect that the conditions set forth
in  Section  7.0(c)  and  Section  7.01(h)  have  been  satisfied.
    ---------------       ----------------

     3.04     TERMINATION  IN  ABSENCE  OF  CLOSING.
              -------------------------------------

     (a)     Subject  to  the  provisions of Section 3.04(b), if by the close of
                                             ---------------
business  on  April 5, 2003, the Closing has not occurred, then either SILVA BAY
or  Spectrum  may thereafter terminate this Agreement after two business days by
giving  written  notice  to  such  effect,  to the other parties hereto, without
liability  of  or  to  any party to this Agreement or any stockholder, director,
officer,  employee  or  representative  of  such party unless the reason for the
Closing having not occurred is (i) such party's willful breach of the provisions
of  this Agreement, or (ii) if all of the conditions to such party's obligations
set forth  in  Article  VII have been satisfied or waived in writing by the date
               ------------
scheduled for the Closing pursuant to Section 2.01, the failure of such party to
                                      ------------
perform  its  obligations under this Article IIIon such date; provided, however,
                                     -----------              -----------------
that  the  provisions  of  Sections  9.01  through  9.06 shall survive  any such
                           -----------------------------


                                       38
<PAGE>

termination;  and  provided  further,  however, that any termination pursuant to
                   ---------------------------
this  Section  3.04 shall not  relieve  any party hereto who was responsible for
      -------------
Closing  having  not  occurred  as described in clauses (i) or (ii) above of any
liability  for  (x)  such  party's  willful  breach  of  the  provisions of this
Agreement, or (y) if all of the conditions to such party's obligations set forth
in Article VIIhave been satisfied or waived in writing by the date scheduled for
   -----------
the Closing pursuant to Section 2.01, the failure of such party to perform its
                          ------------
obligations  under  this  Article  IIIon  such  date.
                          ------------

     (b)     Spectrum  shall  also  have  the  right to terminate this Agreement
without  liability  to  any  party  by so notifying SILVA BAY at any time within
fifteen  (15)  days  after  the  date  of  this Agreement if, in Spectrum's sole
discretion,  any  Schedule  (or any instrument referred to therein) or requested
information  that  was not furnished to Spectrum at least ten (10) business days
prior  to  the  date of this Agreement contains or refers to any matter that, or
may  cause  or  lead  to  any  result  that,  in  Spectrum's sole discretion and
judgment,  is  adverse  to  Spectrum  in  any  way;  provided, however, that the
                                                     --------  -------
provisions  of  Sections 9.01 through 9.06shall survive any such termination. In
                --------------------------
addition, notwithstanding the approval of Spectrum Stockholders or it's board of
directors,  this  Agreement  and  the  transactions  contemplated  herein may be
terminated and abandoned at any time on or prior to the Closing Date by Spectrum
if:

     (i)     any  representation  or  warranty  made  herein  for the benefit of
Spectrum,  or  any  certificate,  schedule  or  document  furnished  to Spectrum
pursuant  to  this  Agreement  is  untrue  in  any  material  respect;  or

     (ii)     SILVA  BAY  defaults in any material respect in the performance of
any  material  obligation  under  this  Agreement.

     (c)     Notwithstanding  the  approval  of  SILVA  BAY shareholders or it's
board  of directors, this Agreement and the transactions contemplated herein may
be terminated and abandoned at any time on or prior to the Closing Date by SILVA
BAY  if:

     (i)     any representation or warranty made herein for the benefit of SILVA
BAY, or any certificate, schedule or document furnished to SILVA BAY pursuant to
this  Agreement  is  untrue  in  any  material  respect;  or

     (ii)     Spectrum  defaults  in  any material respect in the performance of
any  material  obligation  under  this  Agreement;  or

     (iii)     Spectrum  fails to demonstrate, to the satisfaction of SILVA BAY,
that  the  requisite  number of Spectrum stockholders are "accredited investors"
(as  such  term is defined in the Securities Act) for purposes of qualifying the
share  exchange  under  this  Merger  for  an  exemption  from  the registration
requirements  of  the  Securities  Act  pursuant  to  Section 506 thereunder; or

     (iv)     More  than  35  Spectrum Stockholders timely and properly exercise
their  right  to  dissent  to  the  Merger.

                                   ARTICLE IV.

                    SPECTRUM'S REPRESENTATIONS AND WARRANTIES

     Spectrum hereby represents and warrants to Silva Bay that to its Knowledge:

     4.01     CORPORATE  EXISTENCE  AND  QUALIFICATION.  Spectrum  (i)  is  a
              ----------------------------------------
corporation duly organized, validly existing and in good standing under the laws
of  the State of Florida; and (ii) has the corporate power to own, manage, lease
and  hold  its  Properties  and  to  carry  on  its  business  as and where such
Properties  are  presently  located  and  such  business is presently conducted.
Neither  the  character  of  Spectrum's  Properties nor the nature of Spectrum's
business  requires  Spectrum  to  be  duly qualified to do business as a foreign
corporation  in  any  jurisdiction  outside  those  identified in  SCHEDULE 4.01
                                                                   -------------


                                       39
<PAGE>

attached  hereto,  and Spectrum is qualified as a foreign corporation and in
good  standing in each listed jurisdiction where the character of its properties
or  the  nature  of  its  business  requires  it  to  be  so  qualified.

     4.02     AUTHORITY,  APPROVAL  AND ENFORCEABILITY.  Subject to the approval
              ----------------------------------------
of  Spectrum's stockholders, this Agreement has been duly executed and delivered
by  Spectrum, and Spectrum has all requisite power and legal capacity to execute
and  deliver this Agreement and all Collateral Agreements executed and delivered
or to be executed and delivered in connection with the transactions provided for
hereby, to consummate the transactions contemplated hereby and by the Collateral
Agreements,  and  to  perform its obligations hereunder and under the Collateral
Agreements.  The  execution,  delivery and performance of this Agreement and the
consummation  by  Spectrum  of  the  Merger  and  of  the  other  transactions
contemplated  hereby have been duly authorized by all necessary corporate action
on  the  part  of  Spectrum  (subject to the approval of Spectrum's stockholders
which  requires  the affirmative vote of the holders of a majority of all shares
outstanding  of Spectrum Capital Stock voting together as a single class) and no
other  corporate  proceedings on the part of Spectrum are necessary to authorize
this  Agreement  or  to  consummate  the transactions contemplated hereby.  This
Agreement  and  each  Collateral  Agreement  to  which  Spectrum  is  a  party
constitutes,  or  upon execution and delivery shall constitute, the legal, valid
and  binding obligation of such party, enforceable in accordance with its terms,
except  as such enforcement may be limited by general equitable principles or by
applicable  bankruptcy,  insolvency,  moratorium,  or  similar laws and judicial
decisions  from time to time in effect which affect creditors' rights generally.

     4.03     CAPITALIZATION  AND  CORPORATE  RECORDS.
              ---------------------------------------

     (a)     SCHEDULE  4.03  sets forth Spectrum's capital stock structure prior
             --------------
to  Closing.  Except  as  otherwise  set  forth  in  SCHEDULE  4.03,  all of the
                                                     --------------
outstanding  shares  of  Spectrum  Capital  Stock  are  duly authorized, validly
issued,  fully  paid  and non-assessable and were not issued in violation of (i)
any  preemptive or other rights of any Person to acquire securities of Spectrum,
or  (ii)  any  applicable  federal  or  state securities laws, and the rules and
regulations promulgated thereunder.  Except as set forth on SCHEDULE 4.03, there
                                                            -------------
are  no  outstanding  subscriptions,  options,  convertible  securities,  rights
(preemptive  or otherwise), warrants, calls or agreements relating to any shares
of  capital  stock  of  Spectrum.

     (b)     The  copies  of  Spectrum's certificate of incorporation and bylaws
provided  to  SILVA  BAY  are  true,  accurate,  and  complete  and  reflect all
amendments made through the date of this Agreement.  Spectrum's stock and minute
books made available to SILVA BAY for review were correct and complete as of the
date  of such review, no further entries have been made through the date of this
Agreement,  and  such minute books contain an accurate record of all stockholder
and  corporate  actions  of  the  stockholders and directors (and any committees
thereof)  of  Spectrum  taken by written consent or at a meeting since March 21,
2003.  All  corporate  actions  taken  by  Spectrum have been duly authorized or
ratified.  All  accounts,  books,  ledgers  and  official  and  other records of
Spectrum  fairly  and  accurately  reflect  all  of  Spectrum's  transactions,
properties,  assets  and  liabilities.

     4.04     EQUITY  INTERESTS.  Spectrum  does  not  have any subsidiaries and
              -----------------
does  not  directly  or  indirectly  own  any  capital  stock of or other equity
interests in any corporation, partnership or other entity, and Spectrum is not a
member of or participant in any partnership, joint venture or similar entity and
is  not  obligated  to  become  such  a  member  or  participant.

     4.05     NO  SPECTRUM  DEFAULTS OR CONSENTS.  Except as otherwise set forth
              ----------------------------------
in  SCHEDULE  4.05attached  hereto,  neither  the execution nor delivery of this
    --------------
Agreement  nor  the  carrying out of any of the transactions contemplated hereby
shall:

     (a)     violate or conflict with any of the terms, conditions or provisions
of  the  Spectrum's  charter  or  bylaws;

     (b)     violate  any  Legal  Requirements  applicable  to  Spectrum;


                                       40
<PAGE>

     (c)     violate, conflict with, result in a breach of, constitute a default
under  (whether  with  or  without  notice  or  the  lapse  of time or both), or
accelerate  or  permit  the acceleration of the performance required by, or give
any  other  party the right to terminate, any Contract or Permit binding upon or
applicable  to  Spectrum;

     (d)     result  in the creation of any lien, charge or other encumbrance on
any  Spectrum's  Properties;  or

     (e)     require  Spectrum  to  obtain  or make any waiver, consent, action,
approval  or  authorization  of,  or registration, declaration, notice or filing
with,  any  private  non-governmental third party or any Governmental Authority.

     4.06     NO  GOVERNMENTAL PROCEEDINGS.  No suit, action or other proceeding
              ----------------------------
is  pending  or,  to  the  best  of  Spectrum's Knowledge, threatened before any
Governmental  Authority  seeking  to  restrain  Spectrum  or  the Subsidiary, or
prohibit  Spectrum's  entry  into  this  Agreement  or  prohibit the Closing, or
seeking  damages  against Spectrum, the Subsidiary or Spectrum's Properties as a
result  of  the  consummation  of  this  Agreement.

     4.07     EMPLOYEE  MATTERS.  SCHEDULE  4.07  sets  forth  by  number  and
              -----------------   --------------
employment  classification of Spectrum employees employed as of the date of this
Agreement,  and, except as set forth therein, none of said employees are subject
to  union  or  collective  bargaining  agreements  with  Spectrum.  In addition,
SCHEDULE  4.07sets  forth  each  employees  salary  and  benefits  to which such
      --------
employee  is  entitled.
      -

4.08     FINANCIAL  STATEMENTS;  LIABILITIES;  ACCOUNTS RECEIVABLE; INVENTORIES.
         ----------------------------------------------------------------------

     (a)     SCHEDULE  4.08(A)  contains  true  and complete copies of unaudited
             -----------------
Financial Statements with respect to Spectrum and its business as of and for the
year  ended  December 31, 2002.  All of such Financial Statements present fairly
the  financial  condition and results of operations of Spectrum for the dates or
periods  indicated thereon.  All of such Financial Statements have been prepared
in  accordance  with  GAAP  applied on a consistent basis throughout the periods
indicated.  Within 60 days of the Closing, Spectrum shall provide SILVA BAY with
audited Financial Statements as of and for the years ended December 31, 2001 and
2002  (the  "POST-CLOSING AUDIT") and such other financial information requested
             ------------------
by  SILVA  BAY  to enable SILVA BAY to file a Form 10-SB with the Securities and
Exchange  Commission  with  respect  to  the  Merger.

     (b)     Except for (i) the liabilities reflected on Spectrum's December 31,
2002  balance  sheet included with the Financial Statements attached as SCHEDULE
                                                                        --------
4.08(A),  (ii)  trade  payables and accrued expenses incurred since December 31,
------
2002  in  the  ordinary  course  of  business, none of which are material, (iii)
executory  contract  obligations  under  (x)  Contracts listed on SCHEDULE 4.14,
                                                                  -------------
and/or  (y)  Contracts  not required to be listed on SCHEDULE 4.14, and (iv) the
                                                     -------------
liabilities  set  forth  in  SCHEDULE 4.08(B) attached hereto, Spectrum does not
                             ---------------
have  any  material  liabilities  or  obligations  (whether  accrued,  absolute,
contingent,  known  or  unknown).

     (c)     Except  as  otherwise  set  forth in SCHEDULE 4.08(C), the accounts
                                                  ----------------
receivable  reflected  on  the  December  31, 2002 balance sheet included in the
Financial  Statements  referenced  in  Section  4.08(a)  and  all  of Spectrum's
accounts  receivable  arising since December 31, 2002 (the "BALANCE SHEET DATE")
                                                            ------------------
arose  from  bona  fide transactions in the ordinary course of business, and the
goods  and  services  involved  have  been  sold, delivered and performed to the
account  obligors,  and no further filings (with governmental agencies, insurers
or others) are required to be made, no further goods are required to be provided
and  no  further  services  are required to be rendered in order to complete the
sales  and  fully  render  the  services  and to entitle Spectrum to collect the
accounts  receivable  in full.  Except as set forth in SCHEDULE 4.08(C), no such
                                                       ----------------
account  has  been assigned or pledged to any other person, firm or corporation,
and,  except  only  to  the  extent  fully reserved against, as set forth in the
December  31,  2002  balance  sheet  included  in  such Financial Statements, no
defense  or set-off to any such account has been asserted by the account obligor
or  exists.


                                       41
<PAGE>

     (d)     Except  as  otherwise  set  forth  in  SCHEDULE 4.08(D), Spectrum's
                                                    ----------------
Inventory  as  of  the Closing Date shall consist of items of quality, condition
and  quantity  consistent  with  normal  seasonally-adjusted Inventory levels of
Spectrum and be usable and saleable in the ordinary and usual course of business
for  the  purposes  for  which  intended,  except  to the extent written down or
reserved  against  on  the  Closing Date Balance Sheet.  Except as otherwise set
forth in SCHEDULE 4.08(D), Spectrum's Inventory is valued on Spectrum's books of
         ----------------
account  in accordance with GAAP (on an average cost basis) at the lower of cost
or  market.

     4.09     ABSENCE  OF  CERTAIN  CHANGES.
              -----------------------------

     (a)     Except  as  otherwise  set  forth in SCHEDULE 4.09 attached hereto,
                                                  -------------
since  the  Balance  Sheet  Date,  there  has  not  been:

          (i)  any  event,  circumstance  or  change  that  had  or might have a
material  adverse  effect  on  the  business, operations, prospects, Properties,
financial  condition  or  working  capital  of  Spectrum;

          (ii)  any  damage,  destruction  or  loss  (whether  or not covered by
insurance)  that  had  or  might have a material adverse effect on the business,
operations,  prospects,  Properties  or  financial  condition  of  Spectrum;  or

          (iii)  any  material  adverse  change  in  Spectrum's  sales patterns,
pricing  policies,  accounts  receivable  or  accounts  payable.

     (b)     Except  as  otherwise  set  forth in SCHEDULE 4.09 attached hereto,
                                                  -------------
since  the  Balance  Sheet  Date,  Spectrum  has  not done any of the following:

          (i) merged into or with or consolidated with, any other corporation or
acquired  the  business  or  assets  of  any  Person;

          (ii) created, incurred, assumed, guaranteed or otherwise become liable
or  obligated  with respect to any indebtedness, or made any loan or advance to,
or  any investment in, any Person, except in each case in the ordinary course of
business;

          (iii)  entered  into,  amended  or  terminated any material agreement;

          (iv)  sold,  transferred,  leased,  mortgaged, encumbered or otherwise
disposed of, or agreed to sell, transfer, lease, mortgage, encumber or otherwise
dispose  of,  any  Properties  except (i) in the ordinary course of business, or
(ii)  pursuant  to  any  agreement  specified  in  SCHEDULE  4.14;
                                                   --------------

          (v)  incurred or approved, or entered into any agreement or commitment
to  make, any expenditures in excess of $25,000 (other than those arising in the
ordinary  course  of  business  or  those  required  pursuant  to  any agreement
specified  in  SCHEDULE  4.14);
               --------------

          (vi)  maintained its books of account other than in the usual, regular
and  ordinary manner in accordance with generally accepted accounting principles
and  on  a  basis consistent with prior periods or made any change in any of its
accounting  methods  or  practices  that would be required to be disclosed under
generally  accepted  accounting  principles;

          (vii)  made  any payment to any Affiliate or forgiven any indebtedness
due  or  owing  from  any  Affiliate  to  Spectrum;

          (viii) (A) liquidated Inventory or accepted product returns other than
in  the  ordinary  course, (B) accelerated receivables, (C) delayed payables, or
(D)  changed in any material respect Spectrum's practices in connection with the
payment  of  payables  and/or  the  collection  of  receivables;


                                       42
<PAGE>

          (ix)  engaged  in  any  one or more activities or transactions with an
Affiliate  or  outside  the  ordinary  course  of  business;

          (x)  issued  any  capital  stock  or  other securities, or granted, or
entered  into  any  agreement  to  grant, any options, convertible rights, other
rights,  warrants,  calls  or  agreements  relating  to  its  capital  stock; or

          (xi)  committed  to  do  any  of  the  foregoing.

     4.10     COMPLIANCE  WITH  LAWS.  Except as otherwise set forth in SCHEDULE
              ----------------------                                    --------
4.10,  Spectrum  is  and has been in compliance in all respects with any and all
 ---
material  Legal  Requirements  applicable to Spectrum, other than failures to so
 -
comply  that  would  not  have  a  material  adverse  effect  on  the  business,
 -
operations, prospects, Properties or financial condition of Spectrum.  Except as
 -
otherwise  set  forth in SCHEDULE 4.10, Spectrum (x) has not received or entered
                         -------------
into  any  citations, complaints, consent orders, compliance schedules, or other
similar  enforcement orders or received any written notice from any Governmental
Authority  or  any  other  written  notice that would indicate that there is not
currently  compliance  with  all  such  material  Legal Requirements, except for
failures  to  so  comply  that would not have an adverse effect on the business,
operations, prospects, Properties or financial condition of Spectrum, and (y) is
not  in  default under, and no condition exists (whether covered by insurance or
not)  that  with  or  without notice or lapse of time or both would constitute a
default  under,  or  breach  or  violation of, any material Legal Requirement or
Permit  applicable  to  Spectrum.  Without  limiting  the  generality  of  the
foregoing,  Spectrum  has  not received notice of and there is no basis for, any
claim,  action, suit, investigation or proceeding that might result in a finding
that  Spectrum  is  not  or  has  not  been  in  compliance  with material Legal
Requirements  relating  to (a) the development, testing, manufacture, packaging,
distribution  and  marketing of products, (b) employment, safety and health, (c)
environmental  protection,  building, zoning and land use and/or (d) the Foreign
Corrupt  Practices  Act  and  the  rules and regulations promulgated thereunder.

     4.11     LITIGATION.  Except as otherwise set forth in SCHEDULE 4.11, there
              ----------                                    -------------
are  no  claims,  actions, suits, investigations or proceedings against Spectrum
pending  or,  to  the  best  of Spectrum's Knowledge, threatened in any court or
before  or  by  any Governmental Authority, or before any arbitrator, that might
have  a  material  adverse  effect  (whether covered by insurance or not) on the
business,  operations,  prospects, Properties or financial condition of Spectrum
and  there  is  no  basis  for  any  such  claim, action, suit, investigation or
proceeding.  SCHEDULE  4.11  also  includes  a  true  and correct listing of all
             --------------
material  actions,  suits,  investigations,  claims  or  proceedings  that  were
pending,  settled  or  adjudicated  since  January  1,  1992.

     4.12     REAL  PROPERTY.  Except  for  Permitted  Encumbrances,  SCHEDULE
              --------------                                          --------
4.12sets  forth a list of all leases, licenses or similar agreements relating to
Spectrum's  use  or  occupancy of real estate owned by a third party ("LEASES"),
                                                                       ------
true and correct copies of which have previously been furnished to SILVA BAY, in
each  case  setting forth (i) the lessor and lessee thereof and the commencement
date,  term  and  renewal  rights  under each of the Leases, and (ii) the street
address  and  legal  description  of  each property covered thereby (the "LEASED
                                                                          ------
PREMISES").  The  Leases  and  all  guaranties with respect thereto, are in full
--------
force and effect and have not been amended in writing or otherwise, and no party
thereto  is  in  default  or breach under any such Lease.  No event has occurred
which,  with  the passage of time or the giving of notice or both, would cause a
material  breach  of  or default under any of such Leases.  Neither the Spectrum
nor  its  agents  or  employees  have  received  written  notice  of any claimed
abatements,  offsets,  defenses  or  other  bases  for  relief  or  adjustment.

     4.13     ASSETS OTHER THAN REAL PROPERTY.  Spectrum has good and marketable
              -------------------------------
title  to  all  tangible assets reflected on the Financial Statement or acquired
after  the  date  thereof,  except those since sold or otherwise disposed of for
fair  value  in  the ordinary course of business, in each case free and clear of
all  liens.  All  the  tangible  personal  property  owned by Spectrum is in all
material respects in good operating condition and repair, ordinary wear and tear
excepted,  and  all  personal  property  leased  by  Spectrum is in all material
respects  in  the  condition required of such property by the terms of the lease
applicable  thereto  during  the term of such lease and upon expiration thereof.


                                       43
<PAGE>

     4.14     COMMITMENTS.
              -----------

     (a)     Except  as  otherwise set forth in SCHEDULE 4.14, Spectrum is not a
                                                -------------
party  to  or  bound  by  any  of  the  following,  whether  written  or  oral:

          (i)  contract  or  commitment  for capital expenditures by Spectrum in
excess  of  $50,000  per  calendar  quarter  in  the  aggregate;

          (ii)  lease  or  license  with  respect  to  any  Properties,  real or
personal,  whether  as  landlord,  tenant,  licensor  or  licensee;

          (iii)  agreement,  contract, indenture or other instrument relating to
the  borrowing  of  money  or  the  guarantee  of any obligation or the deferred
payment  of  the  purchase  price  of  any  Properties;

          (iv) contract with any Affiliate of Spectrum relating to the provision
of  goods  or  services  by  or  to  Spectrum;

          (v)  agreement for the sale of any assets that in the aggregate have a
net  book  value  on  Spectrum's  books  of  greater  than  $50,000;

          (vi)  agreement  that  purports to limit Spectrum's freedom to compete
freely  in  any  line  of  business  or  in  any  geographic  area;  or

          (vii)  other  Contract  that  is  material  to  Spectrum's  business.

     (b)     All  of  the  Contracts listed or required to be listed in SCHEDULE
                                                                        --------
4.14  are valid, binding and in full force and effect, and Spectrum has not been
----
notified  or advised by any party thereto of such party's intention or desire to
terminate  or  modify  any  such Contract in any respect, except as disclosed in
SCHEDULE  4.14.  Neither  Spectrum nor, to the best of Spectrum's Knowledge, any
--------------
other party is in breach of any of the terms or covenants of any Contract listed
or  required  to  be  listed  in SCHEDULE 4.14.  Following the Closing, Spectrum
                                 -------------
shall  continue to be entitled to all of the benefits currently held by Spectrum
under  each  Contract  listed  or  required  to  be  listed  in  SCHEDULE  4.14.
                                                                 --------------

     4.15     INTANGIBLE  RIGHTS.  Set  forth  on  SCHEDULE  4.15is  a  list and
              ------------------                   --------------
description  of  all  material  foreign  and  domestic  patents,  patent rights,
trademarks,  service  marks,  trade names, brands and copyrights (whether or not
registered  and, if applicable, including pending applications for registration)
owned,  Used,  licensed  or  controlled  by Spectrum and all goodwill associated
therewith.  Except as otherwise set forth in SCHEDULE 4.15, Spectrum owns or has
                                             -------------
the  right  to use and shall as of the Closing Date own or have the right to use
any  and  all  information,  know-how,  trade  secrets,  patents,  copyrights,
trademarks,  tradenames,  software,  formulae,  methods,  processes  and  other
intangible properties that are necessary or customarily Used by Spectrum for the
ownership,  management  or  operation  of  its  Properties ("INTANGIBLE RIGHTS")
                                                             -----------------
including,  but  not  limited to, the Intangible Rights listed on SCHEDULE 4.15.
                                                                  -------------

     4.16     PERMITS.  Except as otherwise set forth in SCHEDULE 4.16, Spectrum
              -------                                    -------------
has  all Permits necessary for Spectrum to own, operate, use and/or maintain its
Properties and to conduct its business and operations as presently conducted and
as  expected  to  be  conducted in the future.  Except as otherwise set forth in
SCHEDULE  4.16,  all such Permits are in effect, no proceeding is pending or, to
--------------
the  best  of  Spectrum's  Knowledge,  threatened  to modify, suspend or revoke,
withdraw,  terminate, or otherwise limit any such Permits, and no administrative
or governmental actions have been taken or, to the best of Spectrum's Knowledge,
threatened  in  connection  with the expiration or renewal of such Permits which
could adversely affect Spectrum's ability to conduct its business and operations
as  presently  conducted  and  as  expected  to  be  conducted  in  the  future.

     4.17     BANKS.  SCHEDULE  4.17sets  forth (i) the name of each bank, trust
              -----   --------------
company  or  other  financial  institution  and stock or other broker with which
Spectrum  has  an  account,  credit  line or safe deposit box or vault, (ii) the
names  of  all  persons authorized to draw thereon or to have access to any safe
deposit  box  or vault, (iii) the purpose of each such account, safe deposit box


                                       44
<PAGE>

or  vault,  and  (iv)  the names of all persons authorized by proxies, powers of
attorney  or  other  like  instrument  to  act  on  Spectrum's behalf in matters
concerning  any  of  its  business or affairs.  Except as otherwise set forth in
SCHEDULE 4.17, no such proxies, powers of attorney or other like instruments are
-------------
irrevocable.

     4.18     SUPPLIERS.  SCHEDULE 4.18sets forth the ten principal suppliers of
              ---------   -------------
Spectrum  during  fiscal  year  2002.  Except as otherwise set forth in SCHEDULE
                                                                        --------
4.18,  Spectrum maintains good relations with all suppliers and customers listed
----
or required to be listed in SCHEDULE 4.18 as well as with governments, partners,
                            -------------
financing  sources  and  other  parties  with  whom  Spectrum  has  significant
relations,  and  no  such  party  has canceled, terminated or made any threat to
Spectrum  to  cancel or otherwise terminate its relationship with Spectrum or to
materially  decrease  its  services  or  supplies  to  Spectrum or its direct or
indirect  purchase  or  usage  of  Spectrum's  products  or  services.

     4.19     TRANSACTIONS  WITH  AFFILIATES.  Except  as  set forth on SCHEDULE
              ------------------------------                            --------
4.19 and except for normal advances to employees consistent with past practices,
----
payment  of  compensation  for  employment  to  employees  consistent  with past
practices,  and  participation  in  scheduled  plans  or  benefit  programs  and
agreements  by  employees,  Spectrum  has  not purchased, acquired or leased any
property  or  services  from,  or  sold,  transferred  or leased any property or
services  to, or loaned or advanced any money to, or borrowed any money from, or
entered  into or been subject to any management, consulting or similar agreement
with,  or  engaged  in  any other significant transaction with Mr. Myrick or any
other  of  Spectrum  officer, director or stockholder or any of their respective
Affiliates.  Except  as  set  forth on SCHEDULE 4.19 no Affiliate of Spectrum is
                                       -------------
indebted to Spectrum for money borrowed or other loans or advances, and Spectrum
is  not  indebted  to  any  such  Affiliate.

     4.20     TAXES.  Except  as  set  forth  on  SCHEDULE 4.20, all Tax Returns
              -----                               -------------
required  to  be filed prior to the date hereof with respect to Spectrum for its
respective  income, properties, franchises or operations have been timely filed,
each  such  Tax  Return has been prepared in compliance with all applicable laws
and  regulations, and all such Tax Returns are true and accurate in all material
respects.  All  Taxes  due  and payable by or with respect to Spectrum have been
paid  or  are  accrued on its Balance Sheet.  Spectrum has withheld and paid all
Taxes  to  the appropriate Governmental Authority required to have been withheld
and  paid  in connection with amounts paid or owing to any employee, independent
contractor,  creditor,  stockholder, or other third party.  With respect to each
taxable  period of Spectrum:  (i) no deficiency or proposed adjustment which has
not been settled or otherwise resolved for any amount of Taxes has been asserted
or  assessed  by  any  taxing  authority against Spectrum; (ii) Spectrum has not
consented  to extend the time in which any Taxes may be assessed or collected by
any  taxing  authority;  (iii)  there  is  no  action,  suit,  taxing  authority
proceeding,  or  audit  or  claim for refund now in progress, pending or, to the
Knowledge  of Spectrum, threatened against or with respect to Spectrum regarding
Taxes;  and  (iv) there are no Liens for Taxes (other than for current Taxes not
yet  due  and  payable)  upon  Spectrum's  assets.

     4.21     OTHER INFORMATION.  The information furnished by Spectrum to SILVA
              -----------------
BAY  pursuant  to  this  Agreement  (including,  without limitation, information
contained  in  the  Exhibits  hereto,  the  Schedules  identified  herein,  the
instruments  referred  to  in  such  Schedules  and  the  certificates and other
documents to be executed or delivered pursuant hereto by Spectrum at or prior to
the  Closing)  is  not,  nor at the Closing shall be, false or misleading in any
material respect, or contains, or at the Closing shall contain, any misstatement
of  material fact, or omits, or at the Closing shall omit, to state any material
fact  required  to  be  stated  in  order  to  make  the  statements therein not
misleading.

     4.22     NO  BROKERS.  Spectrum  has  not  incurred  any obligation for any
              -----------
finder's  or  broker's or agent's fees or commissions or similar compensation in
connection  with  the  transactions  contemplated  hereby.


                                       45
<PAGE>

                                   ARTICLE V.

                   SILVA BAY'S REPRESENTATIONS AND WARRANTIES



     SILVA  BAY and the SSS each hereby represents and warrants to Spectrum that
to  their  Knowledge:

     5.01     SILVA  BAY: CORPORATE EXISTENCE AND QUALIFICATION.  SILVA BAY is a
              -------------------------------------------------
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware; has the corporate power to own, manage, lease and hold
its  properties  and  to  carry on its business as and where such properties are
presently  located  and  such  business  is  presently  conducted;  and  is duly
qualified  to  do  business  and is in good standing as a foreign corporation in
each of the jurisdictions where the character of its properties or the nature of
its  business  requires  it  to  be  so  qualified.

     5.02     SSS:  CORPORATE EXISTENCE AND QUALIFICATION.  SSS is a corporation
              -------------------------------------------
duly  organized,  validly  existing  and  in good standing under the laws of the
State  of  Delaware;  has the corporate power to own, manage, lease and hold its
properties  and  to  carry  on  its  business  as  and where such properties are
presently  located  and  such  business  is  presently  conducted;  and  is duly
qualified  to  do  business  and is in good standing as a foreign corporation in
each of the jurisdictions where the character of its properties or the nature of
its  business  requires  it  to  be  so  qualified.

     5.03     SILVA BAY: AUTHORITY, APPROVAL AND ENFORCEABILITY.  This Agreement
              -------------------------------------------------
has  been  duly  executed  and  delivered  by  SILVA  BAY  and SILVA BAY has all
requisite  corporate  power  and  legal  capacity  to  execute  and deliver this
Agreement and all Collateral Agreements executed and delivered or to be executed
and  delivered  by  SILVA  BAY  in connection with the transactions provided for
hereby, to consummate the transactions contemplated hereby and by the Collateral
Agreements,  and  to  perform its obligations hereunder and under the Collateral
Agreements.  Upon  the  approval  of  this  Agreement  by  SILVA  BAY's Board of
Directors,  the  execution  and  delivery  of  this Agreement and the Collateral
Agreements  and  the  performance  of  the  transactions contemplated hereby and
thereby  shall  be  duly  and  validly  authorized and approved by all corporate
action  necessary  on  SILVA BAY's behalf.  Subject to such Board approval, this
Agreement  and  each  Collateral  Agreement  to  which  SILVA  BAY  is  a  party
constitutes,  or  upon execution and delivery shall constitute, the legal, valid
and  binding  obligation of SILVA BAY, enforceable in accordance with its terms,
except  as such enforcement may be limited by general equitable principles or by
applicable  bankruptcy,  insolvency,  moratorium,  or  similar laws and judicial
decisions  from time to time in effect which affect creditors' rights generally.

     5.04     SSS:  AUTHORITY,  APPROVAL AND ENFORCEABILITY.  This Agreement has
              ---------------------------------------------
been  duly  executed  and  delivered  by SSS and SSS has all requisite corporate
power  and  legal  capacity  to  execute  and  deliver  this  Agreement  and all
Collateral  Agreements executed and delivered or to be executed and delivered by
SSS  in  connection with the transactions provided for hereby, to consummate the
transactions  contemplated  hereby  and  by  the  Collateral  Agreements, and to
perform its obligations hereunder and under the Collateral Agreements.  Upon the
approval  of  this  Agreement  by  SSS's  Board  of Directors, the execution and
delivery  of this Agreement and the Collateral Agreements and the performance of
the  transactions  contemplated  hereby  and  thereby  shall be duly and validly
authorized  and  approved  by  all  corporate  action necessary on SSS's behalf.
Subject  to such Board approval, this Agreement and each Collateral Agreement to
which  SSS  is  a  party  constitutes,  or  upon  execution  and  delivery shall
constitute,  the  legal,  valid  and  binding  obligation of SSS, enforceable in
accordance  with its terms, except as such enforcement may be limited by general
equitable  principles  or  by  applicable bankruptcy, insolvency, moratorium, or
similar  laws  and  judicial  decisions from time to time in effect which affect
creditors'  rights  generally.

     5.05     NO  DEFAULT  OR  CONSENTS.  Neither  the execution and delivery of
              -------------------------
this  Agreement  nor  the  carrying  out of the transactions contemplated hereby
shall:

          (i)  violate  or  conflict  with  any  of  the  terms,  conditions  or
provisions  of  SILVA  BAY's  Articles  of  Incorporation  or  bylaws;


                                       46
<PAGE>

          (ii)  violate  any  Legal  Requirements  applicable  to  SILVA  BAY;

          (iii)  violate,  conflict  with,  result  in a breach of, constitute a
default  under (whether with or without notice or the lapse of time or both), or
accelerate  or  permit  the acceleration of the performance required by, or give
any  other  party  the  right to terminate, any contract or Permit applicable to
SILVA  BAY;

          (iv)  result  in the creation of any lien, charge or other encumbrance
     on
any  of  SILVA  BAY's  property;  or

          (v)  require  SILVA BAY to obtain or make any waiver, consent, action,
approval  or  authorization  of,  or registration, declaration, notice or filing
with,  any  private  non-governmental third party or any Governmental Authority.

     5.06     NO  GOVERNMENTAL PROCEEDINGS.  No suit, action or other proceeding
              ----------------------------
is  pending  or,  to  SILVA  BAY's Knowledge, threatened before any Governmental
Authority  seeking  to  restrain  SILVA  BAY  or  prohibit  its  entry into this
Agreement  or  prohibit the Closing, or seeking Damages against SILVA BAY or its
properties  as  a  result  of  the  consummation  of  this  Agreement.

     5.07     LITIGATION.  There  are  no claims, actions, suits, investigations
              ----------
or  proceedings  against  SILVA  BAY  pending  or,  to  the  best of SILVA BAY's
Knowledge,  threatened  in any court or before or by any Governmental Authority,
or  before  any  arbitrator,  that might have a material adverse effect (whether
covered  by insurance or not) on the business, operations, prospects, Properties
or  financial  condition  of SILVA BAY and there is no basis for any such claim,
action,  suit,  investigation  or  proceeding.

     5.08     COMPLIANCE  WITH LAWS.  SILVA BAY is and has been in compliance in
              ---------------------
all  respects  with  any and all material Legal Requirements applicable to SILVA
BAY,  other  than  failures  to so comply that would not have a material adverse
effect on the business, operations, prospects, Properties or financial condition
of  SILVA  BAY.  SILVA  BAY  (x) has not received or entered into any citations,
complaints,  consent  orders, compliance schedules, or other similar enforcement
orders  or  received  any  written notice from any Governmental Authority or any
other  written notice that would indicate that there is not currently compliance
with all such material Legal Requirements, except for failures to so comply that
would  not  have  an  adverse  effect  on  the  business, operations, prospects,
Properties or financial condition of SILVA BAY, and (y) is not in default under,
and  no  condition  exists  (whether  covered  by insurance or not) that with or
without  notice  or  lapse  of time or both would constitute a default under, or
breach  or  violation of, any material Legal Requirement or Permit applicable to
SILVA  BAY.  Without limiting the generality of the foregoing, SILVA BAY has not
received  notice  of  and  there  is  no  basis  for,  any  claim, action, suit,
investigation or proceeding that might result in a finding that SILVA BAY is not
or  has  not been in compliance with material Legal Requirements relating to (a)
the  development, testing, manufacture, packaging, distribution and marketing of
products,  (b)  employment,  safety  and  health,  (c) environmental protection,
building,  zoning  and land use and/or (d) the Foreign Corrupt Practices Act and
the  rules  and  regulations  promulgated  thereunder.

     5.09     TAX  MATTERS.  All  Tax  Returns required to be filed prior to the
              ------------
date  hereof  with  respect  to SILVA BAY for its respective income, properties,
franchises  or  operations have been timely filed, each such Tax Return has been
prepared  in  compliance  with all applicable laws and regulations, and all such
Tax  Returns  are true and accurate in all material respects.  All Taxes due and
payable  by  or  with  respect to SILVA BAY have been paid or are accrued on its
Balance  Sheet.  SILVA  BAY  have withheld and paid all Taxes to the appropriate
Governmental  Authority  required  to  have been withheld and paid in connection
with  amounts  paid  or owing to any employee, independent contractor, creditor,
stockholder, or other third party.  With respect to each taxable period of SILVA
BAY:  (i)  no  deficiency  or  proposed adjustment which has not been settled or
otherwise  resolved for any amount of Taxes has been asserted or assessed by any
taxing  authority  against SILVA BAY; (ii) SILVA BAY has not consented to extend
the  time  in  which  any  Taxes  may  be  assessed  or  collected by any taxing
authority; (iii) there is no action, suit, taxing authority proceeding, or audit
or  claim for refund now in progress, pending or, to the Knowledge of SILVA BAY,
threatened  against or with respect to SILVA BAY regarding Taxes; and (iv) there
are  no  liens  for Taxes (other than for current Taxes not yet due and payable)
upon  SILVA  BAY's  assets.


                                       47
<PAGE>

     5.10     PERMITS.  SILVA  BAY  has  all  Permits necessary for SILVA BAY to
              -------
own, operate, use and/or maintain its Properties and to conduct its business and
operations as presently conducted and as expected to be conducted in the future.
All  such  Permits  are  in  effect, no proceeding is pending or, to the best of
SILVA  BAY's  Knowledge,  threatened  to  modify,  suspend  or revoke, withdraw,
terminate,  or  otherwise  limit  any  such  Permits,  and  no administrative or
governmental  actions  have been taken or, to the best of SILVA BAY's Knowledge,
threatened  in  connection  with the expiration or renewal of such Permits which
could  adversely  affect  SILVA  BAY's  ability  to  conduct  its  business  and
operations as presently conducted and as expected to be conducted in the future.

     5.11     ENVIRONMENTAL  MATTERS.  Since  its  inception,  SILVA BAY has not
              ----------------------
owned,  leased  or  otherwise  occupied any Real Property and therefore, neither
SILVA  BAY  nor  any  of  its  Affiliates  has any liability under, and each are
presently  in  compliance  in all material respects with all Environmental Laws.

     5.12     OTHER  INFORMATION.  The  information  furnished  by  SILVA BAY to
              ------------------
Spectrum  pursuant to this Agreement (including, without limitation, information
contained  in  the  Exhibits  hereto,  the  Schedules  identified  herein,  the
instruments  referred  to  in  such  Schedules  and  the  certificates and other
documents  to  be executed or delivered pursuant hereto by SILVA BAY at or prior
to  the Closing) is not, nor at the Closing shall be, false or misleading in any
material respect, or contains, or at the Closing shall contain, any misstatement
of  material fact, or omits, or at the Closing shall omit, to state any material
fact  required  to  be  stated  in  order  to  make  the  statements therein not
misleading.  In  addition,  SILVA BAY represents and warrants that, prior to the
Effective  Time,  it  did  not  have  any  business  operations.

                                   ARTICLE VI.

                          OBLIGATIONS PRIOR TO CLOSING



From  the  date  of  this  Agreement  through  the  Closing:



     6.01     SILVA  BAY'S  ACCESS  TO INFORMATION.  Spectrum shall permit SILVA
              ------------------------------------
BAY  and  its authorized employees, agents, accountants, legal counsel and other
representatives  to  have  access  to  the  books,  records, employees, counsel,
accountants,  engineers  and  other  representatives  of  Spectrum  at all times
reasonably requested by SILVA BAY for the purpose of conducting an investigation
of  Spectrum's  financial condition, corporate status, operations, prospects and
business.  Spectrum  shall  make  available  to  SILVA  BAY  for examination and
reproduction  all  documents  and  data  of every kind and character relating to
Spectrum  in  possession  or  control  of,  or  subject to reasonable access by,
Spectrum,  including,  without  limitation,  all  files,  records,  data  and
information  relating  to  the  Properties (whether stored in paper, magnetic or
other  storage  media)  and all agreements, instruments, contracts, assignments,
certificates,  orders, and amendments thereto.  Also, Spectrum shall allow SILVA
BAY  access  to,  and the right to inspect, the Properties, except to the extent
that  such  Properties  are  operated  by  a third-party operator, in which case
Spectrum  shall use its best efforts to cause the operator of such Properties to
allow  SILVA  BAY  access  to,  and  the  right  to  inspect,  such  Properties.



     6.02     SPECTRUM'S  CONDUCT  OF  BUSINESS  AND OPERATIONS.  Spectrum shall
              -------------------------------------------------
keep  SILVA  BAY  advised  as  to  all material operations and proposed material
operations relating to Spectrum.  Spectrum shall (a) conduct its business in the
ordinary  course,  (b)  keep  available  the  services of present employees, (c)
maintain and operate its Properties in a good and workmanlike manner, (d) pay or
cause  to be paid all costs and expenses (including but not limited to insurance
premiums)  incurred  in  connection  therewith  in  a  timely  manner,  (e)  use
reasonable  efforts  to  keep  all  Contracts listed or required to be listed on
SCHEDULE  4.14in  full  force  and  effect, (f) comply with all of the covenants
    ----------
contained  in  all  such  material  Contracts,  (g)  maintain in force until the
Closing  Date  insurance  policies  equivalent  to  those  in effect on the date
hereof,  and  (h)  comply  in  all  material  respects with all applicable Legal
Requirements.  Except  as  otherwise  contemplated  in  this Agreement, Spectrum
shall  use  its  best  efforts to preserve the present relationships of Spectrum
with  persons  having  significant  business  relations  therewith.


                                       48
<PAGE>

6.03     GENERAL  RESTRICTIONS.
         ---------------------



     A.     PROHIBITED TRANSACTIONS.  Except as otherwise expressly permitted in
            -----------------------
this  Agreement,  Spectrum  shall  not:



          (i) declare, set aside or pay any dividends, or make any distributions
or  other payments in respect of its equity securities, or repurchase, redeem or
otherwise  acquire  any  such  securities;



          (ii)  merge into or with or consolidate with, any other corporation or
acquire  the  business  or  assets  of  any  person;



          (iii)  purchase  any  securities  of  any  person;

          (iv)  amend  its  charter  or  bylaws;

          (v)  issue  any  capital stock or other securities, or grant, or enter
into  any  agreement to grant, any options, convertibility rights, other rights,
warrants,  calls or agreements relating to its securities, except in furtherance
with  this  Agreement;  or

          (vi)  create,  incur,  assume, guarantee or otherwise become liable or
obligated  with  respect to any indebtedness, or make any loan or advance to, or
any  investment  in,  any  person, except in each case in the ordinary course of
business;

     B.     TRANSACTIONS  REQUIRING  CONSENT.  Except  as  otherwise  expressly
            --------------------------------
permitted  in  this  Agreement, without SILVA BAY's prior written consent, which
consent  shall  not  be  unreasonably  withheld,  Spectrum  shall  not:

          (i)  make  any  change  in  any  existing  election,  or  make any new
election,  with  respect to any tax law in any jurisdiction which election could
have  an  effect  on  the  tax  treatment  of  Spectrum  or  Spectrum's business
operations;

          (ii)  enter  into,  amend  or  terminate  any  material  agreement;

          (iii)  sell,  transfer, lease, mortgage, encumber or otherwise dispose
of,  or  agree to sell, transfer, lease, mortgage, encumber or otherwise dispose
of,  any  Properties  except  (i)  in  the  ordinary course of business, or (ii)
pursuant  to  any  agreement  specified  in  SCHEDULE  4.14;
                                             --------------

          (iv)  other  than  in  the ordinary course of business consistent with
past  practices,  incur or approve, or enter into any agreement or commitment to
make,  any expenditures in excess of $25,000 (other than those required pursuant
to  any  agreement  specified  in  SCHEDULE  4.14);
                                   --------------

          (v) maintain its books of account other than in the usual, regular and
ordinary  manner in accordance with generally accepted accounting principles and
on  a  basis  consistent  with  prior  periods  or make any change in any of its
accounting  methods  or  practices;

          (vi)  make  any  change,  whether written or oral, to any agreement or
understanding  with  any  of  the  suppliers  listed or required to be listed on
SCHEDULE  4.18;
     ---------

          (vii)  accelerate  or  delay  collection  of  any  notes  or  accounts
receivable  in  advance  of  or beyond their regular due dates or the dates when
they  would  have  been  collected in the ordinary course of business consistent
with  past  practices;


                                       49
<PAGE>

          (viii)  delay  or  accelerate  payment  of  any accrued expense, trade
payable or other liability beyond or in advance of its due date or the date when
such  liability  would  have  been  paid  in  the  ordinary  course  of business
consistent  with  past  practices;

          (ix)  allow  its  levels  of inventory to vary in any material respect
from  the  levels  customarily  maintained;

          (x) become a party to or bound by any of the arrangements described in
SECTION  4.14,  whether  written  or  oral;
-------------

          (xi)  enter  into  any  transaction or make any commitment which could
result  in  any  of  the  representations,  warranties  or covenants of Spectrum
contained  in  this Agreement not being true and correct after the occurrence of
such  transaction  or  event;  or

          (xii)  commit  to  do  any  of  the  foregoing.

     6.04     NOTICE  REGARDING  CHANGES.  Spectrum  shall promptly inform SILVA
              --------------------------
BAY in writing of any change in facts and circumstances that could render any of
the  representations  and  warranties  made  herein  by  Spectrum  inaccurate or
misleading  if  such  representations  and  warranties  had  been  made upon the
occurrence  of  the  fact or circumstance in question.  SILVA BAY shall promptly
inform  Spectrum  in writing of any change in facts and circumstances that could
render any of the representations and warranties made herein by it inaccurate or
misleading  if  such  representations  and  warranties  had  been  made upon the
occurrence  of  the  fact  or  circumstance  in  question.

     6.05     ENSURE  CONDITIONS  MET.  Subject  to  the terms and conditions of
              -----------------------
this Agreement, each party hereto shall use all reasonable commercial efforts to
take  or  cause  to  be  taken all actions and do or cause to be done all things
required  under  applicable  Legal  Requirements  in  order  to  consummate  the
transactions  contemplated  hereby, including, without limitation, (i) obtaining
all  Permits,  authorizations,  consents  and  approvals  of  any  Governmental
Authority  or  other  Person  which  are  required for or in connection with the
consummation  of  the  transactions  contemplated  hereby  and by the Collateral
Agreements,  (ii) taking any and all reasonable actions necessary to satisfy all
of  the conditions to each party's obligations hereunder as set forth in Article
                                                                         -------
VII, and (iii) executing and delivering all agreements and documents required by
---
the  terms  hereof to be executed and delivered by such party on or prior to the
Closing.



                                  ARTICLE VII.

              CONDITIONS TO SPECTRUM'S AND SILVA BAY'S OBLIGATIONS



     7.01     CONDITIONS  TO OBLIGATIONS OF SPECTRUM.  Spectrum's obligations to
              --------------------------------------
carry  out  the  transactions  contemplated  by  this  Agreement are subject, at
Spectrum's  option,  to  the satisfaction or waiver of the following conditions:

     (a)     SILVA  BAY's  board  of  directors and SSS's board of directors and
stockholders  shall  have  approved  this  Agreement and the Merger contemplated
hereby.

     (b)     At  Closing,  SILVA  BAY  shall  deliver  an  officer's certificate
certifying and attaching: (1) a true and correct copy of all necessary corporate
action  on  its  behalf approving this Agreement; (2) a true and correct copy of
SILVA  BAY's  Certificate  of  Incorporation and all designations and amendments
thereto;  (3)  a  true  and  correct  copy  of  SILVA  BAY's  By-laws; and (4) a
certificate  of  good  standing  from  the  Delaware  Secretary  of  State.

     (c)     All  representations  and warranties of SILVA BAY contained in this
Agreement  shall  be  true and correct in all material respects at and as of the
Closing,  and  SILVA  BAY  shall  have  performed  and satisfied in all material
respects all covenants and agreements required by this Agreement to be performed
and  satisfied  by  SILVA  BAY  at  or  prior  to  the  Closing.


                                       50
<PAGE>

     (d)     As  of  the  Closing  Date,  no  suit,  action  or other proceeding
(excluding  any  such  matter initiated by or on Spectrum's behalf or any of the
stockholders)  shall  be pending or threatened before any Governmental Authority
seeking to restrain SILVA BAY or prohibit the Closing or seeking Damages against
SILVA  BAY  as  a  result  of  the  consummation  of  this  Agreement.

     (e)     At  Closing,  SILVA  BAY  shall cause the Funding Requirement to be
delivered  pursuant  to  the  provisions  of  Section  8.05  if  such  Funding
                                              -------------
Requirements  have  not  yet  been delivered pursuant to the Original Agreement.

     (f)     SILVA  BAY shall have entered into the employment contract with Mr.
Myrick  in  form  and  substance substantially similar to the agreement attached
hereto  as  EXHIBIT  A.
            ----------

     (g)     This  intentionally  left  blank.

     (h)     Prior to the Closing Date, SILVA BAY shall have amended its bylaws,
and  adopted  the appropriate board resolutions, for a period of three years, to
grant  unanimity to SILVA BAY's board of directors to permit SILVA BAY to pursue
financing  plans  for  debt in excess of $100,000, and which allows SILVA BAY to
grant  stock  options in excess of 50,000 shares at the board's sole discretion.

     (i)     At  Closing,  SILVA  BAY  shall  deliver an opinion of its counsel,
customary  for  transactions  as  contemplated  in  this  Agreement, in form and
substance  reasonably  satisfactory  to  Spectrum's  counsel.

     7.02     CONDITIONS  TO SILVA BAY'S OBLIGATIONS.  SILVA BAY's obligation to
              --------------------------------------
carry  out the transactions contemplated by this Agreement are subject, at SILVA
BAY's  option,  to  the  satisfaction,  or waiver by SILVA BAY, of the following
conditions:

     (a)     All  representations  and  warranties of Spectrum contained in this
Agreement  shall  be  true and correct in all material respects at and as of the
Closing,  and  Spectrum  shall  have  performed  and  satisfied  in all material
respects all agreements and covenants required by this Agreement to be performed
and  satisfied  by  them  at  or  prior  to  the  Closing.

     (b)     As  of  the  Closing  Date,  no  suit,  action  or other proceeding
(excluding  any  such matter initiated by or on SILVA BAY's behalf or any of the
stockholders)  shall  be  pending or threatened before any court or governmental
agency  seeking  to restrain Spectrum or prohibit the Closing or seeking Damages
against  Spectrum  as  a  result  of  the  consummation  of  this  Agreement.

      (c)     Except  for matters disclosed in SCHEDULE 7.02(C) attached hereto,
                                               ----------------
since  the  Balance  Sheet Date and up to and including the Closing, there shall
not have been any event, circumstance, change or effect that, individually or in
the  aggregate,  had  or  might  have  a  material  adverse effect on Spectrum's
business,  operations,  prospects,  Properties  or  financial  condition.

     (d)     At  Closing,  Spectrum  shall  deliver  an  officer's  certificate
certifying  and attaching (1) a true and correct copy of all necessary corporate
action  on  its  behalf  approving this Agreement; and (2) a certificate of good
standing  from  the  Florida  Secretary  of  State.

     (e)     All agreements, commitments and understandings between Spectrum and
any  Spectrum  Stockholder  (or  any other Affiliate of Spectrum or any Spectrum
Stockholder) shall have been terminated in all respects on terms satisfactory to
SILVA  BAY,  and  all  obligations,  claims  or entitlements thereunder shall be
unconditionally waived and released and written evidence thereof satisfactory in
form  and  substance  to  SILVA  BAY  shall  have  been  delivered to SILVA BAY.


                                       51
<PAGE>

     (f)     Spectrum's  board of directors and stockholders shall have approved
this  Agreement  and  the  Merger  contemplated  hereby.

     (g)     No  proceeding  in  which  Spectrum shall be a debtor, defendant or
party  seeking  an  order  for  its own relief or reorganization shall have been
brought or be pending by or against such person under any United States or state
bankruptcy  or  insolvency  law.

     (h)     SILVA  BAY  shall be satisfied that it shall be able to obtain, not
later  than 60 days after the Closing Date, the Post-Closing Audit and unaudited
pro  forma  Financial Statements with respect to Spectrum, if any, together with
any  required  consent  of  Spectrum's  independent  public  accountants.

(i)     This  intentionally  left  blank.

     (j)     At  Closing,  Spectrum  shall  deliver  a  detailed  budget that is
satisfactory  to SILVA BAY which sets out Spectrum's intended use of the Funding
Requirement  described  in Section 8.05, if not already provided pursuant to the
                           ------------
Original  Agreement.

     (k)     At Closing, Spectrum shall have disposed of any and all obligations
to  preferred  stockholders,  option  holders  and  warrant  holders.

     (l)     Spectrum  shall  have  provided  to  SILVA BAY an unaudited balance
sheet  and  the related unaudited statements of income, stockholders' equity and
cash  flows for the period from the date of the Financial Statements through the
end  of  the most recent month ending at least 30 days prior to the Closing Date
(the  "CLOSING  FINANCIAL  STATEMENTS"),  accompanied  by  the  unqualified
       ------------------------------
certification of the Chief Executive Officer of Spectrum and the Chief Financial
      -----
Officer  of  Spectrum  to  the effect that the Closing Financial Statements have
been  prepared  from  and  in accordance with the books and records of Spectrum,
have  been  prepared  in  conformity  with  GAAP  (subject  to normal, recurring
year-end  adjustments  and the lack of required footnotes) and fairly present in
all material respects the financial condition of Spectrum as of the date thereof
and  the  results  of  its operations for the period then ended, and there shall
have been no material adverse change in the financial condition of Spectrum form
the  date  of  the  Financial  Statements  to  the date of the Closing Financial
Statement  which would have a material adverse effect on the financial condition
of  Spectrum.

     (m)     At  Closing,  Spectrum  shall  deliver  an  opinion  of its counsel
customary  for  transactions  as  contemplated  in  this  Agreement  in form and
substance  reasonably  satisfactory  to  SILVA  BAY's  counsel.



                                  ARTICLE VIII.

                            POST-CLOSING OBLIGATIONS

     8.01     FURTHER ASSURANCES.  Following the Closing, Spectrum and SILVA BAY
              ------------------
shall  execute  and deliver such documents, and take such other action, as shall
be  reasonably requested by any other party hereto to carry out the transactions
contemplated  by  this  Agreement.

     8.02     PUBLICITY.  None  of  the  parties  hereto shall issue or make, or
              ---------
cause to have issued or made, any public release or announcement concerning this
Agreement  or the transactions contemplated hereby, without the advance approval
in  writing  of  the  form  and  substance thereof by each of the other parties,
except  as required by law (in which case, so Silva Bay as possible, there shall
be  consultation  among the parties prior to such announcement), and the parties
shall  endeavor  jointly to agree on the text of any announcement or circular so
approved  or  required.

     8.03     NAME  CHANGE  AND  REINCOPORATION.  After Closing, SILVA BAY shall
              ---------------------------------
take  the necessary board of directors action and use its best efforts to obtain
the  necessary  shareholder approval to change its corporate name from Silva Bay
International,  Inc.  to  "SPECTRUM  SCIENCES  &  SOFTWARE  HOLDINGS  CORP.".
                           ------------------------------------------------


                                       52
<PAGE>

     8.04     SILVA  BAY  DIRECTORS AND OFFICERS AFTER CLOSING.  SILVA BAY shall
              ------------------------------------------------
use  its  best efforts to have the securities of SILVA BAY trade on the Over The
Counter  Bulletin  Board  (OTC  BB)  or equivalent within 150 days from Closing.

     8.05     CAPITAL FOR THE SURVIVING CORPORATION'S BUSINESS.  SILVA BAY shall
              ------------------------------------------------
provide  the  Surviving  Corporation,  if  not  already provided pursuant to the
Original  Agreement, without restriction and in immediately available funds, the
following  amounts to be used to conduct its business according to the following
schedule  (the  "FUNDING  REQUIREMENT"):  (i)  $200,000  on  June 24, 2003; (ii)
                 --------------------
$150,000 on June 28, 2003; and (iii) $150,000 on or before August 1, 2003.  This
funding  will  be  in  the  form  of  a  loan  to  Spectrum.


                                   ARTICLE IX.

                                  MISCELLANEOUS

     9.01     INDEMNIFICATION.  SILVA  BAY  shall  defend,  indemnify  and  hold
              ---------------
harmless  the  Surviving Corporation and the Spectrum Stockholders from, against
and  in  respect  of  any  and all claims, losses, costs, expenses, obligations,
liabilities,  damages,  recoveries  and  deficiencies,  including  interest,
penalties,  fines and reasonable attorneys' fees, that the Surviving Corporation
and/or  the Spectrum Stockholders may incur, sustain or suffer including without
limitation  any audit costs incurred by an Internal Revenue Service audit of the
Company and/or any of the Target Companies which results in a tax deficiency for
the  tax  year(s) audited ("LOSSES") as a result of any breach of, or failure by
                            ------
the  SILVA  BAY to perform, any of the representations, warranties, covenants or
agreements  of  SILVA  BAY  contained  in  this  Agreement or in any Schedule(s)
furnished  by  or  on  behalf  of  SILVA  BAY  under  this  Agreement.

9.02     CONFIDENTIALITY.
         ---------------

     (a)     Prior  to  the  Closing,  SILVA  BAY  shall,  and  shall  cause its
Affiliates  and  its and their employees, agents, accountants, legal counsel and
other  representatives  and  advisers to, hold in strict confidence all, and not
divulge  or  disclose  any,  information of any kind concerning Spectrum and its
business;  provided,  however, that the foregoing obligation of confidence shall
not  apply  to  (i)  information  that  is or becomes generally available to the
public  other than as a result of a disclosure by SILVA BAY or its Affiliates or
any  of  its  or  their  employees,  agents, accountants, legal counsel or other
representatives  or  advisers,  (ii) information that is or becomes available to
SILVA  BAY  or  its  Affiliates  or  any  of  its  or  their  employees, agents,
accountants,  legal  counsel  or  other  representatives  or  advisers  on  a
non-confidential basis prior to its disclosure by SILVA BAY or its Affiliates or
any  of  its  or  their  employees,  agents, accountants, legal counsel or other
representatives  or  advisers  and  (iii)  information  that  is  required to be
disclosed  by  SILVA  BAY  or  its  Affiliates or any of its or their employees,
agents,  accountants,  legal  counsel  or other representatives or advisers as a
result  of any applicable law, rule or regulation of any Governmental Authority;
and  provided  further  that  SILVA  BAY  promptly  shall notify Spectrum of any
disclosure  pursuant  to  clause  (iii)  of this Section 9.01(a); and, provided,
                                                 ---------------
further,  that  the  foregoing  obligation  of confidence shall not apply to the
furnishing  of information by SILVA BAY in bona fide discussions or negotiations
with  prospective  lenders.

     (b)     Spectrum  shall  cause  its  Affiliates,  employees,  agents,
accountants,  legal  counsel  and other representatives and advisers to, hold in
strict  confidence all, and not divulge or disclose any, information of any kind
concerning  the transactions contemplated by this Agreement, Spectrum, SILVA BAY
or their respective businesses; provided, however, that the foregoing obligation
of  confidence  shall  not apply to (i) information that is or becomes generally
available  to  the  public other than as a result of a disclosure by Spectrum or
any  of  its  Affiliates, employees, agents, accountants, legal counsel or other
representatives  or  advisers,  (ii) information that is or becomes available to
Spectrum or any of its Affiliates, employees, agents, accountants, legal counsel
or  other  representatives  or  advisers after the Closing on a non-confidential
basis  prior  to its disclosure by Spectrum or any of its Affiliates, employees,
agents,  accountants,  legal  counsel  or  other representatives or advisers and
(iii)  information  that  is  required to be disclosed by Spectrum or any of its
Affiliates,  employees,  agents,  accountants,  legal  counsel  or  other
representatives  or  advisers  as  a  result  of  any  applicable  law,  rule or
regulation  of  any  Governmental  Authority; and provided further that Spectrum
shall  promptly  notify  SILVA BAY of any disclosure pursuant to clause (iii) of
this  Section  9.01(b).
      ----------------


                                       53
<PAGE>

     9.03     BROKERS.  Regardless of whether the Closing shall occur, SILVA BAY
              -------
shall  indemnify  and  hold  Spectrum  harmless  from  and  against  any and all
liability  for  any  brokers'  or finders' fees arising in respect to brokers or
finders  retained  or  engaged  by  SILVA  BAY  with respect of the transactions
contemplated  by  this  Agreement.

     9.04     COSTS  AND  EXPENSES.  Each of the parties to this Agreement shall
              --------------------
bear  its own expenses incurred in connection with the negotiation, preparation,
execution and closing of this Agreement and the transactions contemplated hereby
(the  "TRANSACTION  EXPENSES").
       ---------------------

     9.05     NOTICES.  Any notice, demand, request, offer, consent, approval or
              -------
communications  (collectively,  a  "NOTICE") to be provided under this Agreement
                                    ------
shall  be  in  writing  and  sent  by one of the following methods:  (i) postage
prepaid,  United  States  certified  or  registered  mail  with a return receipt
requested,  addressed to SILVA BAY or Spectrum, as appropriate, at the addresses
set  forth  below;  (ii)  overnight  delivery  with  a nationally recognized and
reputable  air  courier  (with electronic tracking requested) addressed to SILVA
BAY  or  Spectrum,  as  appropriate,  at  the  addresses  set forth below; (iii)
personal delivery to SILVA BAY or Spectrum, as appropriate, at the addresses set
forth  below; or (iv) by confirmed facsimile or telecopier transmission to SILVA
BAY or Spectrum, as appropriate, at the facsimile numbers set forth below and in
such  case of facsimile transmission, a copy must also be contemporaneously sent
by  one  of  the methods described in the preceding clause (i), (ii) or (iii) of
this  Section  9.05  (it  being understood and agreed, however, that such Notice
      -------------
shall  be  deemed  received  upon receipt of electronic transmission).  Any such
Notice  shall  be  deemed  given upon receipt thereof, or, in case of any Notice
sent  pursuant  to  clause  (i), (ii) or (iii) above, the refusal thereof by the
intended  recipient.  Notwithstanding  the foregoing, in the event any Notice is
sent  by overnight delivery or personal delivery and it is received (or delivery
is  attempted)  during  non-business hours (i.e., other than during 8:30 a.m. to
5:30 p.m. [EST/EDT] Monday through Friday, excluding holidays), then such Notice
shall  not  be deemed to have been received until the next business day.  Either
party  may  designate  a  different  address  for receiving Notices hereunder by
notice  to  the  other  party  in accordance with the provisions of this Section
                                                                         -------
9.05.  Further  notwithstanding  the  foregoing, if any Notice is sent by either
party  hereto  to the other and such Notice has not been sent in compliance with
this  Section  9.05  but  has in fact actually been received by the other party,
      -------------
then  such  Notice  shall be deemed to have been duly given by the sending party
and received by the recipient party effective as of such date of actual receipt.

IF  TO  SILVA  BAY  OR  SSS:
     KAPLAN  GOTTBETTER  &  LEVENSON,  LLP
     630  Third  Avenue
     New  York,  New  York  10017
     Attn:  Adam  S.  Gottbetter,  Esq.
     Telephone  No:  (212)  983-6900
     Telecopy  No.:  (212)  983-9210

IF  TO  SPECTRUM:
     SPECTRUM  SCIENCES  &  SOFTWARE,  INC.
     91  Hill  Avenue
     Fort  Walton  Beach,  Florida  32548
     Attention:  Donal  Myrick
     Telephone  No:  (850)  796-0909
     Telecopy  No.:  (407)  244-9560

Notwithstanding  anything  in this Section to the contrary, any Notice delivered
in  accordance herewith to the last designated address of any person or party to
which  a Notice may be or is required to be delivered pursuant to this Agreement
shall  not  be  deemed  ineffective  if  actual delivery cannot be made due to a
change  of address of the person or party to which the Notice is directed or the
failure  or  refusal  of  such person or party to accept delivery of the Notice.


                                       54
<PAGE>

     9.06     GOVERNING LAW AND WAIVER OF JURY TRIAL.  this agreement is made in
              --------------------------------------
and shall be governed by the laws of the state of new york, and any legal action
relating  to  or arising out of this agreement shall be resolved only in federal
or  state  court located in new york county.  the parties hereto expressly waive
any  claim or defense therein that such courts constitute an inconvenient forum.
the  parties  hereto  expressly  waive all rights to trial by jury regarding all
matters  or  disputes  arising out of or related to this agreement.  in no event
shall  any  party  be  liable  for any indirect, special, exemplary, punitive or
consequential  damages  arising  out  of  or  relating  to  this  agreement.

     9.07     REPRESENTATIONS  AND  WARRANTIES.  Each of the representations and
              --------------------------------
warranties of each of the parties to this Agreement shall be deemed to have been
made  and  shall  be deemed to constitute the making of such representations and
warranties,  again  at  and  as  of the Closing by and on behalf of the party on
behalf  of  whom  such  certificates  are  delivered.

     9.08     AGREEMENT;  NO  THIRD-PARTY  BENEFICIARIES.  This  Agreement
              ------------------------------------------
(including  the exhibits and schedules attached hereto) and such other documents
expressly  intended  by  the  terms  hereof  to  be  delivered subsequent to the
execution of this Agreement, contains the entire understanding of the parties in
respect  of  its  subject  matter  and  supersedes  all  prior  agreements  and
understandings  (oral  or  written) between or among the parties with respect to
such  subject  matter.  The  parties  agree  that prior drafts of this Agreement
shall  not  be deemed to provide any evidence as to the meaning of any provision
hereof  or  the  intent  of  the parties with respect thereto.  The exhibits and
schedules  constitute  a  part  hereof  as though set forth in full above.  This
Agreement  is  not  intended  to  confer upon any person, other than the parties
hereto,  any  rights  or  remedies  hereunder.

     9.09     BINDING  EFFECT;  ASSIGNMENT.  The  rights and obligations of this
              ----------------------------
Agreement  shall  bind  and  inure  to  the  benefit  of  the  parties and their
respective successors and assigns.  Nothing expressed or implied herein shall be
construed to give any other person any legal or equitable rights hereunder.  The
rights  and  obligations  of this Agreement may not be assigned except by mutual
written  consent  of  the  parties  hereto.

     9.10     SEVERABILITY.  If  any  clause  or  provision of this Agreement is
              ------------
illegal,  invalid  or  unenforceable  under  applicable  present  or future Laws
effective  during  the  Term,  the  remainder  of  this  Agreement  shall not be
affected.  In  lieu  of  each  clause  or  provision  of  this Agreement that is
illegal,  invalid  or  unenforceable,  there  shall  be  added as a part of this
Agreement  a  clause  or provision as nearly identical as may be possible and as
may  be  legal,  valid and enforceable.  In the event any clause or provision of
this  Agreement is illegal, invalid or unenforceable as aforesaid and the effect
of  such  illegality,  invalidity  or  unenforceability  is that either party no
longer  has  the  substantial  benefit of its bargain under this Agreement and a
clause  or  provision  as  nearly  identical as may be possible cannot be added,
then,  in such event, such party may in its discretion cancel and terminate this
Agreement  provided  such  party  exercises  such right within a reasonable time
after such occurrence.  The amendment or modification to this Agreement pursuant
to  this  Section  9.10 shall require the consent of all parties hereto prior to
          -------------
the  effectiveness  of  any  such  amendment  or  modification.

     9.11     COUNTERPARTS.  This  Agreement  may  be  executed in any number of
              ------------
counterparts, each of which shall be an original but all of which together shall
constitute one and the same instrument.  A telecopy signature of any party shall
be  considered  to  have the same binding legal effect as an original signature.

     9.12     ATTORNEYS'  FEES.  Notwithstanding  the  foregoing,  in  the event
              ----------------
either  party  employs an attorney or brings an action against the other arising
out  of  the  terms  of  this  Agreement,  the  prevailing  party  (whether such
prevailing  party  has  been awarded a money judgment or not) shall receive from
the  other  party (and the other party shall be obligated to pay) the prevailing
party's  reasonable  legal fees and expenses (including the fees and expenses of


                                       55
<PAGE>

experts  and  para-professionals),  whether  such fees and expenses are incurred
before,  during  or  after  any  trial,  re-trial,  re-hearing,  mediation  or
arbitration,  administrative  proceedings,  appeals  or bankruptcy or insolvency
proceedings,  and  irrespective  of whether the prevailing party would have been
entitled  to  such fees and expenses under applicable law in the absence of this
Section.  Without  limiting the generality of the foregoing, the term "EXPENSES"
                                                                       --------
shall  include  expert  witness  fees,  bonds, filing fees, administrative fees,
transcriptions, depositions or proceedings, costs of discovery and travel costs.
The  term "PREVAILING PARTY" as used in this Section shall mean that party whose
           ----------------
positions  substantially prevail in such action or proceeding, and any action or
proceeding  brought  by  either  party against the other as contemplated in this
Section  may  include  a  plea  or  request  for  judicial  determination of the
"prevailing  party"  within  the  meaning of this Section.  In the event neither
party  substantially prevails in its positions in such action or proceeding, the
court may rule that neither party has so substantially prevailed, in which event
each  party  shall  be  responsible  for its own fees and expenses in connection
therewith.  In  addition,  the  fees and expenses for the services of "in-house"
counsel  (if  any)  shall  be  included  within  the prevailing party's fees and
expenses  as  fully  as  if  such  in-house  legal  services were provided by an
"outside" attorney or law firm as contemplated within this Section, irrespective
of whether "outside" legal services are obtained in connection with such matter.
The  fees  and  expenses  on  the part of in-house counsel as aforesaid shall be
determined  based  upon  the  prevailing  hourly rates, fees and expenses for an
attorney(s)  of  comparable  experience  in  the  central,  Florida  area.

     9.13     EXHIBITS  AND  SCHEDULES.  The  Exhibits and Schedules referred to
              ------------------------
herein  are  attached  hereto  and  incorporated  herein  by  this  reference.
Disclosure  of  a  specific  item in any one Schedule shall be deemed restricted
only  to  the Section to which such disclosure specifically relates except where
(i) there is an explicit cross-reference to another Schedule, and (ii) SILVA BAY
could  reasonably  be  expected  to ascertain the scope of the modification to a
representation  intended  by  such  cross-reference.

     9.14     CONSTRUCTION.  The  parties  agree  and acknowledge that they have
              ------------
jointly  participated in the negotiation and drafting of this Agreement and that
this  Agreement  has been fully reviewed and negotiated by the parties and their
respective  counsel.  In  the  event  of  an  ambiguity or question of intent or
interpretation  arises,  this Agreement shall be construed as if drafted jointly
by  the parties and no presumptions or burdens of proof shall arise favoring 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.  If any party has breached any representation,
warranty,  or  covenant  contained  herein  in  any respect, the fact that there
exists  another  representation,  warranty,  or  covenant  relating  to the same
subject  matter  (regardless  of  the  relative levels of specificity) which the
party  has  not  breached  shall  not detract from or mitigate the fact that the
party  is  in  breach  of  the  first  representation,  warranty,  or  covenant.

     9.15     RULES  OF  INTERPRETATION.  Except as otherwise expressly provided
              -------------------------
in  this  Agreement,  the  following rules shall apply hereto:  (i) the singular
includes the plural and plural includes the singular; (ii) "or" is not exclusive
and  "include"  and  "including"  are  not  limiting;  (iii)  a reference to any
agreement  or  other contract includes any permitted supplements and amendments;
(iv)  a  reference in this Agreement to a section or exhibit is a reference to a
section  or  exhibit  within  or  attached  to  this  Agreement unless otherwise
expressly  provided; (v) a reference to a section or paragraph in this Agreement
shall,  unless  the  context  clearly  indicates  to  the contrary, refer to all
sub-parts or sub-components of any said section or paragraph; (vi) words such as
"hereunder",  "hereto",  "hereof",  and "herein", and other words of like import
shall,  unless the context clearly indicates to the contrary, refer to the whole
of this Agreement and not to any particular clause hereof; (vii) the headings of
the  articles  or  sections  and  the  ordering  or  position  thereof  are  for
convenience  only  and  shall  not in any way be deemed to affect the meaning of
this  Agreement;  (viii)  a reference in this Agreement to a "person" or "party"
(whether  in  the  singular  or  the  plural)  shall (unless otherwise indicated
herein)  include  both natural persons and unnatural persons (including, but not
limited  to,  corporations,  partnerships,  limited  liability  companies  or
partnerships,  trusts,  etc.);  (ix)  all accounting terms not otherwise defined
herein shall have the meanings assigned to them in accordance with GAAP; and (x)
any  reference  in this Agreement to a "BUSINESS DAY" shall include each Monday,
                                        ------------
Tuesday,  Wednesday,  Thursday  and  Friday  that is not a day on which national
banks  in  Orlando,  Florida  are  closed.

     9.16     AMENDMENT;  WAIVER.  This  Agreement may not be modified, amended,
              ------------------
supplemented,  canceled  or discharged, except by written instrument executed by
all  parties.  No  failure  to  exercise, and no delay in exercising, any right,
power or privilege under this Agreement shall operate as a waiver, nor shall any
single  or  partial exercise of any right, power or privilege hereunder preclude
the exercise of any other right, power or privilege.  No waiver of any breach of
any  provision  shall  be  deemed  to be a waiver of any preceding or succeeding
breach  of the same or any other provision, nor shall any waiver be implied from
any course of dealing between the parties.  No extension of time for performance
of any obligations or other acts hereunder or under any other agreement shall be
deemed  to  be an extension of the time for performance of any other obligations
or  any other acts.  The rights and remedies of the parties under this Agreement
are  in  addition  to all other rights and remedies, at law or equity, that they
may  have  against  each  other  except  as  may be specifically limited herein.


                                       56
<PAGE>

EXECUTED  as  of  the  date  first  written  above.


                                             SILVA BAY INTERNATIONAL, INC.





                                                   By: /s/ Dyron Watford
                                                       ------------------------
                                                       DYRON WATFORD, PRESIDENT


                                             SSS ACQUISITION CO.




                                                   By: /s/ Dyron Watford
                                                       ------------------------
                                                       DYRON WATFORD, PRESIDENT

                                             SPECTRUM SCIENCES & SOFTWARE, INC.




                                                   By: /s/ Donal Myrick
                                                       ------------------------
                                                       DONAL MYRICK, PRESIDENT
                                                       AND CHIEF EXECUTIVE
                                                       OFFICER



                                       57
<PAGE>

Schedule  2.08          Spectrum  -  Shares  Issuable  to  Spectrum Stockholders

                                       58
<PAGE>

Schedule  4.01          Spectrum  -  Jurisdictions  and  Good  Standings

                                       59
<PAGE>

Schedule  4.03          Spectrum  Capital  Structure Prior to Closing the Merger

                                       60
<PAGE>

Schedule  4.05          Spectrum  -  Consents  and  Defaults

                                       61
<PAGE>

Schedule  4.07          Spectrum  -  Number  of  Employees  and  Employment
Classification

                                       62
<PAGE>

Schedule  4.08(a)     Spectrum  -  Financial  Statement

                                       63
<PAGE>

Schedule  4.08(b)     Spectrum  -  Liabilities

                                       64
<PAGE>

Schedule  4.08(c)     Spectrum  -  Accounts  Receivable

                                       65
<PAGE>

Schedule  4.08(d)     Spectrum  -  Inventory

                                       66
<PAGE>

Schedule  4.09          Spectrum  -  Certain  Changes  Since  Last Balance Sheet

                                       67
<PAGE>

Schedule  4.10          Spectrum  -  Compliance  with  Laws

                                       68
<PAGE>

Schedule  4.11          Spectrum  Litigation

                                       69
<PAGE>

Schedule  4.12          Spectrum  -  Real  Property

                                       70
<PAGE>

Schedule  4.14          Spectrum  -  Contracts  and  Commitments

                                       71
<PAGE>

Schedule  4.15          Spectrum  Intangible  Rights

                                       72
<PAGE>

Schedule  4.16          Spectrum  -  Permits

                                       73
<PAGE>

Schedule  4.17          Spectrum  -  Financial  Institutions  and  Authorized
Personnel

                                       74
<PAGE>

Schedule  4.18          Spectrum  -  Principal  Suppliers

                                       75
<PAGE>

Schedule  4.19          Spectrum  -  Transactions  with  Affiliates

                                       76
<PAGE>

Schedule  4.20          Spectrum  -  Tax  Matters

                                       77
<PAGE>

SCHEDULE  7.02(C)     SILVA  BAY  -  CERTAIN  CHANGES  SINCE  LAST BALANCE SHEET

                                       78
<PAGE>