AGREEMENT AND PLAN OF DIVESTITURE


                               DECEMBER 19TH, 1997

                                     Between

                             INTERNET HOLDINGS, INC.

                               A Utah Corporation


                                       And

                               CHIRON SYSTEMS LTD
                              A UK Limited Company


<PAGE>



Following a board meeting of Internet  Holdings,  Inc. it was resolved to divest
Chiron  Systems Ltd (a copy of which is attached as "annex a").  This  Agreement
and Plan of Divestiture is entered into this 19th day of December,  1997, by and
between  Internet  Holdings,  Inc.,  a Utah  corporation,  (hereinafter  "Parent
Company")  and,   Chiron  Systems  Ltd,  a  UK  Limited   Company   (hereinafter
"Subsidiary");

                                    RECITALS

WHEREAS,  the Parent  Company now  desires to make a tax-free  exchange of their
shares in the Subsidiary  solely for the shares held by the former  shareholders
of Subsidiary in the Parent Company;

NOW,  THEREFORE for the mutual  consideration  set out herein and for other good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged, the parties agree as follows:


                                   ----------

Undertakings by the Parent

Upon the given date of 19th day of December, 1997 the Parent Company irrevocably
agrees to return  to the  Subsidiary  the  stock  transfer  forms  signed by the
original shareholders of the Subsidiary at the time of acquisition.

Upon the given date of 19th day of December, 1997 the Parent Company irrevocably
agrees to return to the Subsidiary any Licence or Royalty Agreements transferred
to them at the time of acquisition.

The Parent Company  acknowledges  that during the  continuance of their Business
relationship   some  US$350,000   ((pound)205,166.68)   was  invested  into  the
Subsidiary as defined in "Exhibit E" paragraph  three of the "Agreement and Plan
of Reorganisation"

The Parent  Company  hereby  agrees  that such monies as defined  above,  are to
remain  outstanding at the time of this divestiture and will not be recovered at
any time by the Parent Company post divestiture.

Upon the given  date of 19th day of  December,  97 any  officers  of the  Parent
Company currently serving as Directors of the Subsidiary  irrevocably  undertake
to resign their  positions  with immediate  effect.  Further,  they  irrevocably
undertake to resign their  positions as signatories to any bank or other type of
financial account where they may have access to the Subsidiaries money.


<PAGE>



Undertakings by the Subsidiary

Upon the given date of 19th day of December,  1997, the former  shareholders  of
Subsidiary  irrevocably  agree to return to the Parent Company any and all stock
certificates  issued to them at or after the signing of the  "Agreement and Plan
of  Reorganisation"  (reference  "annex b"); thereby  relinquishing  any and all
claims in the Parent Company.

The  Subsidiary  acknowledges  that  during the  continuance  of their  Business
relationship   some  US$350,000   {(pound)205,166.68}   was  invested  into  the
Subsidiary  from the Parent Company as defined in "Exhibit E" paragraph three of
the "Agreement and Plan of Reorganisation"

The Subsidiary hereby acknowledges and agrees that such monies as defined in the
paragraph above, are to remain  outstanding at the time of this divestiture.  As
of the given date of 19th day of December  1997 such sums will not be re-paid to
or, recovered by the Parent Company.

Upon the given date of 19th day of December,  1997, the  Subsidiary  irrevocably
agrees to  return  to the  Parent  Company  any  Licence  or  Royalty  Agreement
transferred to them at the time of acquisition.

Upon  the  given  date of 19th day of  December,  1997  the  Subsidiary  and its
shareholders, officers and directors irrevocably agree and undertake that it and
they have no further  interest  in,  claim on or,  relationship  with the Parent
Company, its shareholders or, advisors.

Upon  the  given  date  of 19th  day of  December,  1997  any  Directors  of the
Subsidiary  currently  serving as  officers  of the Parent  Company  irrevocably
undertake to resign their positions with immediate effect and without claim. The
signing of this document is recognised as formal resignation.

The  Subsidiary  and its officers and  directors,  hereby agree to indemnify and
hold harmless the Parent Company from any and all acts and omissions,  claims or
counter  claims which may be brought  against the Parent  Company as a result of
actions taken by the  Subsidiary or its officers or directors  during the period
that Subsidiary was a wholly owned subsidiary of the Parent Company.

The Subsidiary,  its officers and directors,  recognise that upon the given date
of l9th day of  December,  1997 they are still  required  to furnish  the Parent
Company with accounting and other financial information;  So allowing the Parent
Company to complete its required  SEC filings for the year ended  December  31st
1997.  Further,  an audited P&L  statement  and balance  sheet for the  year-end
December 31st 1997 is required.  The  Subsidiary,  its officers,  directors and,
consultants  hereby  irrevocably  undertake to assist any  officer,  employee or
consultant  working for or with the Parent  Company with the  preparation of the
required  accounting  material for the periods specified.  Further they will use
their best  efforts to ensure  that such  information  is provided to the Parent
Company by no later than the 16th day of March 1998.




<PAGE>





     IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day and
year first above written.


ATTEST:                                      INTERNET HOLDINGS, INC.
                                                         a Utah corporation



                             By:  /s/ Christopher Wilkes
                             President

ATTEST:                                      CHIRON SYSTEMS LTD
                                                        a UK Limited Company



                             By:
                             /s/ I.R. Tredinnick


                             By:
                             /s/ M. Kennedy


                             By:
                             /s/ P. Tredinnick


                             By:
                             /s/ B. Taylor



For and on Behalf of the ORIGINAL STOCKHOLDERS
(See "annex d" attached hereto in counterparts.)

The signing of this page has been WITNESSED by:



Name:           /s/ [Witness]

Signed:         /s/ [Witness]

Occupation:     /s/ [Witness]



<PAGE>




                                    "ANNEX A"



                              COPY OF BOARD MINUTE




































<PAGE>


Minutes of a meeting of the board of directors of Internet Holdings,  Inc. at 40
Exchange Place, New York 10005 at 06:45pm on December, 17th 1997

Present:

Lewis Klee
Christopher Wilkes (by telephone)


1.   It was resolved that the Company  should make an immediate  divestiture  of
     its subsidiary Chiron Systems Ltd effective as of 19th December 1997.

2.   It was  resolved  that the  Company  should  treat the funds  passed to the
     Subsidiary  totalling  (pound)205,166.68  Sterling as a loan in  accordance
     with the previously signed "Agreement and Plan of Reorganisation"

3.   It was  resolved  that  the  Company  would  write-off  the  aforementioned
     (pound)205,166.68 as the board members recognise that there is no chance of
     recovery from its subsidiary, Chiron Systems Ltd.

4.   There being no further business the meeting was closed at 07:00 p.m.





Attest

                                                       COPY

Christopher Wilkes
President





<PAGE>



                                    "ANNEX B"

Name and Address              Internet H. Inc.             Internet H. Inc.
of Stockholders               Restricted Stock             Restricted Stock
----------------              to be Returned               to be Returned
                              -----------------            (Secondary Re-issue)
                                                           ---------------------

Lisa R Tredinnick                  1,473,293                            15,842
Little Poplars,
Cold Ash Hill
Cold Ash
Nr Newbury
Berkshire
RG16 9PT

Michael J Kennedy                    506,940                            15,824
Landfall
Wych Hill Lane
Woking
GU22 0AB

Mrs P Tredinnick                     406,608
Little Poplars,
Cold Ash Hill
Cold Ash
Nr Newbury
Berkshire
RG16 9PT

Mrs B Taylor                         126,736                            15,842
25 Eden Way
Nr Wokingham
Reading
Berks
RGll 5PQ

Mr C Wilkes                                                             15,842




<PAGE>

                                   "Annex C"

____________________  of the Stock Transfer  Certificates Signed by the Original
Stockholders  __________________  Chiron  Ltd at the time of the  signing of the
"Agreement and Plan _____________________ Reorganisation."






<PAGE>

                     (Above table line for Registrar only)
--------------------------------------------------------------------------------
                                 Certificate lodged with the Registrar



Consideration Money ss ....... (For completion by the Registrar/Stock Exchange)
------------------------------ -------------------------------------------------
Name of Under-
taking.                        CHIRON SYSTEMS LTD
------------------------------ -------------------------------------------------
Description of
Security.                      ORIDINARY SHARES OF SS. 1 EACH
------------------------------ -------------------------------------------------
Number or amount               Words                           Figures
of Shares, Stock or
other security and,            TWENTY NINE THOUSAND             29,000
in figures column
only, number and                                              (units of)
denomination of
units, if any.
------------------------------ -------------------------------------------------
Name(s) of re-                 In the name(s) of
gistered holder(s)
should be given in                  IAN REGINALD TREDINNICK
full: the address                   LITTLE POPLARS
should be given                     COLD ASH HILL                COPY
where there is only                 COLD ASH
one holder.                         NR. NEWBURY
                                    BERKSHIRE
If the transfer is                  BG16 9PT
not made by the
registered holder(s)
insert also the
name(s) and capacity
(e.g. Executor(s)
of the person(s)
making the transfer.
--------------------------------------------------------------------------------

I/We hereby  transfer the above security    Stamp of  Selling  Broker(s) or, for
out  of  the  name(s)  aforesaid to  the    transactions  which  are  not  stock
person(s) named below.                      exchange  transactions  of Agent(s).
                                            if any, acting for the Transferor(s)


    Signature(s) of transferor(s)

1.  /s/ Ian Tredinnick
    ---------------------------

2.  ---------------------------

3.  ---------------------------

4.  ---------------------------

                                                     Date_______________________

             Bodies corporate should execute under their common seal
--------------------------------------------------------------------------------

Full   name(s)   and  full   postal
address(es)  including  County  or,
if  applicable,   Postal   District           INTERNET HOLDINGS, INC.
number)  of the  person(s)  to whom
the security is transferred.                 c/o The Law Offices Of
                                                 Lewis Mitchell Klee
                                             40 Exchange Place, 8th Floor
Please  state  title,  if  any,  or          New York
whether Mr., Mrs., or Miss.                  New York  10005
                                             USA
Please  complete in  typewriting or
in Block Capitals.
--------------------------------------------------------------------------------
I/We request that such entries be made in the register as are  necessary to give
effect to this transfer.
--------------------------------------------------------------------------------

Stamp of Buying Broker(s) (if any)           Stamp or name and address of person
                                             lodging  this form (if  other  than
                                             the Buying Broker(s))
--------------------------------------------------------------------------------


<PAGE>


                     (Above table line for Registrar only)
--------------------------------------------------------------------------------
                                 Certificate lodged with the Registrar



Consideration Money ss ....... (For completion by the Registrar/Stock Exchange)
------------------------------ -------------------------------------------------
Name of Under-
taking.                        CHIRON SYSTEMS LTD
------------------------------ -------------------------------------------------
Description of
Security.                      ORIDINARY SHARES OF SS. 1 EACH
------------------------------ -------------------------------------------------
Number or amount               Words                           Figures
of Shares, Stock or
other security and,            TEN THOUSAND                    10,000
in figures column
only, number and                                              (units of)
denomination of
units, if any.
------------------------------ -------------------------------------------------
Name(s) of re-                 In the name(s) of
gistered holder(s)
should be given in                  MICHAEL JAMES KENNEDY
full: the address                   LANDFALL
should be given                     WYCH HILL LANE             COPY
where there is only                 WOXING
one holder.                         SURREY
                                    GU22 OAB
If the transfer is
not made by the
registered holder(s)
insert also the
name(s) and capacity
(e.g. Executor(s)
of the person(s)
making the transfer.
--------------------------------------------------------------------------------

I/We hereby  transfer the above security    Stamp of  Selling  Broker(s) or, for
out  of  the  name(s)  aforesaid to  the    transactions  which  are not  stock
person(s) named below.                      exchange  transactions  of Agent(s).
                                            if any, acting for the Transferor(s)

    Signature(s) of transferor(s)

1.  /s/ M. Kennedy.
    ---------------------------

2.  ---------------------------

3.  ---------------------------

4.  ---------------------------

                                                     Date_______________________

             Bodies corporate should execute under their common seal
--------------------------------------------------------------------------------

Full   name(s)   and  full   postal
address(es)  including  County  or,
if  applicable,   Postal   District           INTERNET HOLDINGS, INC.
number)  of the  person(s)  to whom
the security is transferred.                 c/o The Law Offices Of
                                                 Lewis Mitchell Klee
                                             40 Exchange Place, 8th Floor
Please  state  title,  if  any,  or          New York
whether Mr., Mrs., or Miss.                  New York  10005
                                             USA
Please  complete in  typewriting or
in Block Capitals.
--------------------------------------------------------------------------------
I/We request that such entries be made in the register as are  necessary to give
effect to this transfer.
--------------------------------------------------------------------------------

Stamp of Buying Broker(s) (if any)           Stamp or name and address of person
                                             lodging  this form (if  other  than
                                             the Buying Broker(s))
--------------------------------------------------------------------------------


<PAGE>



                     (Above table line for Registrar only)
--------------------------------------------------------------------------------
                                 Certificate lodged with the Registrar



Consideration Money ss ....... (For completion by the Registrar/Stock Exchange)
------------------------------ -------------------------------------------------
Name of Under-
taking.                        CHIRON SYSTEMS LTD
------------------------------ -------------------------------------------------
Description of
Security.                      ORIDINARY SHARES OF SS. 1 EACH
------------------------------ -------------------------------------------------
Number or amount               Words                           Figures
of Shares, Stock or
other security and,            EIGHT THOUSAND                     8,000
in figures column
only, number and                                              (units of)
denomination of
units, if any.
------------------------------ -------------------------------------------------
Name(s) of re-                 In the name(s) of
gistered holder(s)
should be given in                  PATRICIA TREDINNICK
full: the address                   LITTLE POPLARS
should be given                     COLD ASH HILL             COPY
where there is only                 COLD ASH
one holder.                         NR- NEWBURY
                                    BERKSHIRE
If the transfer is                  RG16 9PT
not made by the
registered holder(s)
insert also the
name(s) and capacity
(e.g. Executor(s)
of the person(s)
making the transfer.
--------------------------------------------------------------------------------

I/We hereby  transfer the above security    Stamp of  Selling  Broker(s) or, for
out  of  the  name(s)  aforesaid to  the    transactions  which  are not  stock
person(s) named below.                      exchange  transactions  of Agent(s).
                                            if any, acting for the Transferor(s)

    Signature(s) of transferor(s)

1.  /s/ P. Tredinnick
    ---------------------------

2.  ---------------------------

3.  ---------------------------

4.  ---------------------------

                                                     Date_______________________

             Bodies corporate should execute under their common seal
--------------------------------------------------------------------------------

Full   name(s)   and  full   postal
address(es)  including  County  or,
if  applicable,   Postal   District           INTERNET HOLDINGS, INC.
number)  of the  person(s)  to whom
the security is transferred.                 c/o The Law Offices Of
                                                 Lewis Mitchell Klee
                                             40 Exchange Place, 8th Floor
Please  state  title,  if  any,  or          New York
whether Mr., Mrs., or Miss.                  New York  10005
                                             USA
Please  complete in  typewriting or
in Block Capitals.
--------------------------------------------------------------------------------
I/We request that such entries be made in the register as are  necessary to give
effect to this transfer.
--------------------------------------------------------------------------------

Stamp of Buying Broker(s) (if any)           Stamp or name and address of person
                                             lodging  this form (if  other  than
                                             the Buying Broker(s))
--------------------------------------------------------------------------------


<PAGE>



                     (Above table line for Registrar only)
--------------------------------------------------------------------------------
                                 Certificate lodged with the Registrar



Consideration Money ss ....... (For completion by the Registrar/Stock Exchange)
------------------------------ -------------------------------------------------
Name of Under-
taking.                        CHIRON SYSTEMS LTD
------------------------------ -------------------------------------------------
Description of
Security.                      ORIDINARY SHARES OF SS. 1 EACH
------------------------------ -------------------------------------------------
Number or amount               Words                           Figures
of Shares, Stock or
other security and,            TWO THOUSAND FIVE HUNDRED        2,500
in figures column
only, number and                                              (units of)
denomination of
units, if any.
------------------------------ -------------------------------------------------
Name(s) of re-                 In the name(s) of
gistered holder(s)
should be given in                  BRENDA TAYLOR
full: the address                   25 EDEN WAY
should be given                     WINNERSH               COPY
where there is only                 NR. WOKINGHAM
one holder.                         BERKSHIRE
                                    RG11 5PQ
If the transfer is
not made by the
registered holder(s)
insert also the
name(s) and capacity
(e.g. Executor(s)
of the person(s)
making the transfer.
--------------------------------------------------------------------------------

I/We hereby  transfer the above security    Stamp of  Selling  Broker(s) or, for
out  of  the  name(s)  aforesaid to  the    transactions  which  are not  stock
person(s) named below.                      exchange  transactions  of Agent(s).
                                            if any, acting for the Transferor(s)

    Signature(s) of transferor(s)

1.  /s/ Brenda Taylor
    ---------------------------

2.  ---------------------------

3.  ---------------------------

4.  ---------------------------

                                                     Date_______________________

             Bodies corporate should execute under their common seal
--------------------------------------------------------------------------------

Full   name(s)   and  full   postal
address(es)  including  County  or,
if  applicable,   Postal   District           INTERNET HOLDINGS, INC.
number)  of the  person(s)  to whom
the security is transferred.                 c/o The Law Offices Of
                                                 Lewis Mitchell Klee
                                             40 Exchange Place, 8th Floor
Please  state  title,  if  any,  or          New York
whether Mr., Mrs., or Miss.                  New York  10005
                                             USA
Please  complete in  typewriting or
in Block Capitals.
--------------------------------------------------------------------------------
I/We request that such entries be made in the register as are  necessary to give
effect to this transfer.
--------------------------------------------------------------------------------

Stamp of Buying Broker(s) (if any)           Stamp or name and address of person
                                             lodging  this form (if  other  than
                                             the Buying Broker(s))
--------------------------------------------------------------------------------


<PAGE>



                     (Above table line for Registrar only)
--------------------------------------------------------------------------------
                                 Certificate lodged with the Registrar



Consideration Money ss ....... (For completion by the Registrar/Stock Exchange)
------------------------------ -------------------------------------------------
Name of Under-
taking.                        CHIRON SYSTEMS LTD
------------------------------ -------------------------------------------------
Description of
Security.                      ORIDINARY SHARES OF SS. 1 EACH
------------------------------ -------------------------------------------------
Number or amount               Words                           Figures
of Shares, Stock or
other security and,            TWO THOUSAND FIVE HUNDRED        2,500
in figures column
only, number and                                              (units of)
denomination of
units, If any.
------------------------------ -------------------------------------------------
Name(s) of re-                 In the name(s) of
gistered holder(s)
should be given in                  A SYKES
full: the address                   ROCK COTTAGE
should be given                     COLD HATLON             COPY
where there is only                 NR. WELLINGTON
one holder.                         N. SHROPS
                                    TF6 6AU
If the transfer is
not made by the
registered holder(s)
insert also the
name(s) and capacity
(e.g. Executor(s)
of the person(s)
making the transfer.
--------------------------------------------------------------------------------

I/We hereby  transfer the above security    Stamp of  Selling  Broker(s) or, for
out  of  the  name(s)  aforesaid to  the    transactions  which  are not  stock
person(s) named below.                      exchange  transactions  of Agent(s).
                                            if any, acting for the Transferor(s)

    Signature(s) of transferor(s)

1.  /s/ [SIGNATORY]
    ---------------------------

2.  ---------------------------

3.  ---------------------------

4.  ---------------------------

                                                     Date_______________________

             Bodies corporate should execute under their common seal
--------------------------------------------------------------------------------

Full   name(s)   and  full   postal
address(es)  including  County  or,
if  applicable,   Postal   District           INTERNET HOLDINGS, INC.
number)  of the  person(s)  to whom
the security is transferred.                 c/o The Law Offices Of
                                                 Lewis Mitchell Klee
                                             40 Exchange Place, 8th Floor
Please  state  title,  if  any,  or          New York
whether Mr., Mrs., or Miss.                  New York  10005
                                             USA
Please  complete in  typewriting or
in Block Capitals.
--------------------------------------------------------------------------------
I/We request that such entries be made in the register as are  necessary to give
effect to this transfer.
--------------------------------------------------------------------------------

Stamp of Buying Broker(s) (if any)           Stamp or name and address of person
                                             lodging  this form (if  other  than
                                             the Buying Broker(s))
--------------------------------------------------------------------------------