Exhibit 2.3    Reverse Merger Agreement dated December 2, 1999
               By and between Ci4net.com Inc. and Leisure
               Concepts International

                    ACQUISITION AGREEMENT

AGREEMENT dated 2nd December 1999 ("the Agreement"), by, between
and among LEISURE CONCEPTS INTERNATIONAL INC, a company
incorporated under the laws of the state of Delaware (herein
referred to as LCI), the persons listed on Exhibit A attached
hereto and made a part hereof, being all of the shareholders and
executive officers of LCI (hereinafter referred to as
"MANAGEMENT"); CI4NET.COM, INC, a company incorporated under the
laws of Delaware (hereinafter referred to as "CI4NET"); and the
persons listed on Exhibit "A" attached hereto and made a part
hereof, (hereinafter referred to as the "SELLERS").

WHEREAS, the SELLERS own a total of 3,000,100 shares of common
stock, $0.001 par value, of CI4NET, said shares being 100% of the
issued and outstanding common stock of CI4NET.

WHEREAS, the SELLERS desire to sell and LCI desires to purchase
one hundred (100%) percent of such shares.

NOW, THEREFORE, in consideration of the mutual convenants,
agreements, representations and warranties herein contained, the
parties hereby agree as follows:

  1.     Purchase and Sale - The SELLERS hereby agree to sell,
  transfer, assign and convey to LCI and LCI hereby agrees to
  purchase and acquire from the SELLERS, a total of 3,000,100
  shares of common stock of CI4NET, which equates one hundred
  percent (100%) percent of all of CI4NET's currently issued and
  outstanding common stock (the CI4NET Common Shares"), in a
  tax-free stock-for-stock acquisition.
  2.     Purchase Price - The aggregate purchase price to be paid
by
  LCI for the CI4NET Common Shares shall be 20,500,000 post-
  reverse split shares of LCI $0.001 par value voting common
  stock (the "LCI Common Shares").  The LCI Common Shares will
  be issued to the individual SELLERS in accordance with Exhibit
  "A-1" attached hereto.
  3.     Warranties Representations and Covenants of CI4NET and
CI4NET
  PRINCIPALS - In order to induce LCI to enter into this
  Agreement and to complete the transaction contemplated hereby,
  CI4NET and its principal executive officers (hereinafter
  referred to as the "CI4NET PRINCIPALS", jointly and severally
  warrant and represent to LCI that:
     (a)  Organization and Standing CI4NET is a corporation duly
     organized, validly existing and in a good standing under the
     laws of the state of Delaware, is qualified to do business
     as a foreign corporation in every other state or
     jurisdiction in which it operates to the extent required by
     the laws of such states and jurisdictions, and has full
     power and authority to carry on its business as now
     conducted and to own and operate its assets, properties and
     business.  Attached hereto as Exhibit "B" are true and
     correct copies of CI4NET's Certificate of Incorporation,
     amendments thereto and all current \by-laws of CI4NET.  No
     changes thereto will be made in any of the Exhibit "B"
     documents before the closing.  CI4NET has no subsidiaries
     except as listed or any investments or ownership interests
     in any corporation, partnership, joint venture or other
     business enterprise which is material to its business.
  (b)    Capitalization As of the Closing Date of CI4NET's entire
  authorized equity capital consists of 25,000,000 shares of
  $0.001 par value, of which 3,000,100 shares of Common Stock
  will be issued and outstanding as of the Closing.  As of the
  Closing Date, there will be no other voting or equity
  securities authorized or issued, nor any authorized or issued
  securities convertible into voting stock, and no outstanding
  subscriptions, warrants, calls, options, rights, commitments
  or agreements by which CI4NET or the SELLERS are bound,
  calling for the issuance of any additional shares of common
  stock or any other voting or equity security, except as set
  forth in Exhibit "CI4NET-S", attached hereto.  The 3,000,100
  issued and outstanding CI4NET Common Shares to be transferred
  by SELLERS constitutes one hundred (100%) percent of the
  currently issued and outstanding shares of Common Stock of
  CI4NET, which includes inter-claim, that same percentage of
  CI4NET's voting power, right to receive dividends, when, as
  and if declared and paid, and the right to receive the
  proceeds of liquidation attributable to common stock, if any.
  (c)    Ownership of CI4NET Shares Each SELLER warrants and
  represents, severally, that as of the date hereof, such SELLER
  is the sole owner of the CI4NET Common Shares listed by his or
  her name on Exhibit "A-1", free and clear of all liens,
  encumbrances, and restrictions whatsoever, except that the
  CI4NET Common Shares so listed have not been registered under
  the Securities Act of 1933, as amended (the "33 Act"), or any
  applicable State Securities laws.  By SELLERS' transfer of the
  CI4NET Common Shares to LCI pursuant to this Agreement. LCI
  will thereby acquire 100% of the outstanding capital stock of
  CI4NET, free and clear of all liens, encumbrances and
  restrictions of any nature whatsoever, except by reason of the
  fact that the CI4NET Common Shares will not have been
  registered under the '33 Act, or any applicable State
  securities laws.
  (d)    Taxes CI4NET has filed all federal, state and local
  income
  or other tax returns and reports that it is required to file
  with all governmental agencies, wherever situate, and has paid
  or accrued for payment all taxes as shown on such returns,
  such that a failure to file, pay or accrue will not have a
  material adverse effect on CI4NET.  CI4NET's income tax
  returns have never been audited by any authority empowered to
  do so.
  (e)    Pending Actions There are no known material legal
  actions,
  lawsuits, proceedings or investigations, either administrative
  or judicial, pending or threatened, against or affecting
  CI4NET, or against the CI4NET PRINCIPALS that arrive out of
  their operation of CI4NET, except as described in Exhibit "C"
  attached hereto.  CI4NET is not knowingly in material
  violation of any law, material ordinance or regulation of any
  kind whatever, including, but not Inc to laws, rules and
  regulations governing the sale of its services, the 33 Act,
  the Securities Exchange Act of 1934, as amended (the "34
  Act"), the Rules and Regulations of the U.S. Securities and
  Exchange Commission ("SEC"), or the Securities Laws and
  Regulations of any state or nation.
  (f)    Government and Regulation CI4NET holds the licenses and
  registrations set forth on Exhibit "D" hereto from the
  jurisdictions set forth therein, which licenses and
  registrations are all of the licenses and registrations
  necessary to  permit CI4NET to conduct its current business.
  All of such licenses and registrations are in full force and
  effect, and there are no proceedings, hearings or other
  actions pending that may affect the validity or continuation
  of any of them.  No approval of any other trade or
  professional association or agency of government other than as
  set forth on Exhibit "D" is required for any of the
  transactions effected by this Agreement, and the completion of
  the transactions contemplated by this Agreement will not, in
  and of themselves, affect or jeopardize the validity or
  continuation of any of them.
  (g)    Ownership of Assets Except as set forth in Exhibit "E"
  attached hereto, CI4NET has good, marketable title, without
  any liens or encumbrances of any nature whatever, to all of
  the following, if any; assets, properties and rights of every
  type and description, including, without limitation, all cash
  on hand and in banks, certificates of deposit, stocks, bonds,
  and other securities, good will, customer lists, its corporate
  name and all variants thereof, trademarks and trade names,
  copyrights and interests thereunder, licenses and
  registrations, pending licenses and permits and applications
  therefor, inventions, processes, know-how, trade secrets, real
  estate and interests therein and improvements thereto,
  machinery, equipment, vehicles, notes and accounts receivable,
  fixtures, rights under agreements and leases, franchises, all
  rights and claims under insurance policies and other contracts
  of whatever nature, rights in funds of whatever nature, books
  and records and all other property and rights of every kind
  and nature owned or held by CI4NET as of this date, and will
  continue to hold such title on and after the completion of the
  transactions contemplated by this Agreement; nor, except in
  the ordinary course of its business, has CI4NET disposed of
  any such asset since the date of the most recent balance sheet
  described in Section 3(0) of this Agreement.
  (h)    No Interest in Suppliers, Customers, Landlords or
  Competitors Neither the CI4NET PRINCIPALS nor any member of
  their families have any material interest of any nature
  whatever in any supplier, customer, landlord or competitor of
  CI4NET.
  (i)  No Debt Owed by CI4NET to CI4NET PRINCIPALS Except as set
  forth in Exhibit "F" attached hereto, CI4NET does not owe any
  money, securities, or property to either the CI4NET PRINCIPALS
  or any member of their families or to any company controlled
  by such a person, directly or indirectly.  To the extent that
  the CI4NET PRINCIPLES may have any undisclosed liability to
  pay any sum or property to any such person or equity or any
  member of their families such liability is hereby forever
  irrevocably released and discharged.
  (j)    Complete Records All of CI4NET's books and records,
  including, without limitation, its books of account, corporate
  records, minute book, stock certificate books and other
  records are up-to-date, complete and reflect accurately and
  fairly the conduct of its business in all material respects
  since its date of incorporation.
  (k)    No Misleading Statements or Omissions Neither this
  Agreement nor any financial statement, exhibit, schedule or
  document attached hereto or presented to LCI in connection
  herewith, contains any materially misleading statement or
  omits any fact or statement necessary to make the other
  statements or facts therein set forth not materially
  misleading.
  (l)    Validity of this Agreement All corporate and other
  proceedings required  to be taken by the SELLERS and by CI4NET
  in order to enter into and carry out this Agreement have been
  duly and properly taken.  This Agreement has been duly
  executed by the SELLERS and by CI4NET, and constitutes the
  valid and binding obligation of each of them, enforceable in
  accordance with its terms except to the extent Inc by
  applicable bankruptcy, reorganization, insolvency, moratorium
  or other laws relating to or effecting generally the
  enforcement of creditors rights.  The execution and delivery
  of this Agreement and the carrying out of its purposes will
  not result in the breach of any of the terms and conditions
  of, or constitute a default under or violate, CI4NET's
  Certificate of Incorporation or By-Laws, or any material
  agreement, lease, mortgage, bond, indenture, license or other
  material document or undertaking, oral or written, to which
  CI4NET or the SELLERS is a party or is bound or may be
  affected, nor will such execution, delivery and carrying out
  violate any law, rule or regulation or any order, with
  injunction or decree, of any court, regulatory agency or other
  governmental body; and the business now conducted by CI4NET
  can continue to be so conducted after completion of the
  transaction contemplated hereby, with CI4NET as a wholly owned
  subsidiary of LCI.
  (m)    Concepts and Approvals: Compliance with Laws Neither
  CI4NET nor the SELLERS are required to make any filing with,
  or obtain the consent or approval of, any person or entity as
  a condition to the consummation of the transactions
  contemplated by this Agreement.  The business of CI4NET has
  been operated in material compliance with all laws, rules, and
  regulations applicable to its business, including, without
  limitation, those related to securities matters, trade
  matters, environmental matters, public health and safety, and
  labor and employment.
  (n)    Access to Books and Records LCI will have full and free
  access to CI4NET's books during the course of this transaction
  prior to Closing, during regular business hours, on reasonable
  notice.
  (o)    CI4NET Financial Statements Before the Closing, CI4NET's
  financial statements as of and for the period from inception
  to September 31, 1999, will be provided to LCI and will be
  annexed hereto as Exhibit "G"; the CI4NET financial statements
  will accurately describe CI4NET's financial position as of the
  dates thereof.  The CI4NET financial statements will have been
  prepared in accordance with generally accepted accounting
  principles in the United States ("GAAP") (or as permitted by
  regulation S-X, S-B, and/or the rules promulgated under the 33
  Act and the 34 Act) and for the period from inception to
  September 31, 1999 audited by independent certified public
  accountants with SEC experience.
  (p)    CI4NET's Corporate Summary CI4NET's Business Plan,
  (attached hereto as Exhibit "L") accurately describes CI4NET's
  business assets, proposed operations and management as of the
  date thereof; since the date of the Corporate Plan, there has
  been no material adverse change in the Business Plan and no
  material adverse change in CI4NET; provided that no warranties
  or representations are made as to any financial projections.
4. Warranties, representations and Covenants of LCI AND
MANAGEMENT OF LCI ("MANAGEMENT") In order to induce the SELLERS
and CI4NET to enter into this Agreement and to complete the
transaction contemplated hereby, LCI AND MANAGEMENT jointly and
severally warrant, represent and covenant to CI4NET and SELLERS
that :

       (a)  Organization and Standing LCI is a corporation duly
       organized, validly existing and in good standing under
       the laws of the State of Delaware, will be qualified to
       do business as a foreign corporation in every other state
       and jurisdiction in which it operates to the extent
       required by the laws of such states or jurisdictions, and
       will have full power and authority to carry on its
       business as now conducted and to own and operate its
       assets, properties and business. LCI has no subsidiaries
       or any other investments or ownership interests in any
       corporation, partnership, joint venture or other business
       enterprise.
       (b)  Capitalization LCI's entire authorized equity capital
       consists of 100,000,000 shares of voting common stock,
       $0.001 par value.  As of the Closing, after giving effect
       to (I) the proposed one-for-15 reverse split of LCI's
       8,332,000 currently outstanding shares into 555,446
       shares; and (II) the issuance of 20,500,000 post-reverse
       split shares to the SELLERS as described in Section 2
       herein; (III) the issuance of 100,000 post-reverse split
       shares to Consultants, LCI will have authorized
       100,000,000 shares of Common Stock, par value $0.001; and
       will have issued and outstanding 21,155,446 shares of
       voting common stock, $0.001 par value and no shares of
       preferred stock issued.  Upon issuance, all of the LCI
       Common Stock will be validly issued, fully paid and non-
       assessable.  The relative rights and preferences of LCI's
       equity securities are set forth on the Certificate of
       Incorporation, as amended and LCI's By-laws (Exhibit "H"
       hereto).  There are no other voting or equity securities
       authorized or issued, not any authorized or issued
       securities convertible into voting stock, and no
       outstanding subscriptions, warrants, calls, options,
       rights, commitments or agreements by which LCI is bound,
       calling for the issuance of any additional shares of
       common stock or any other voting or equity security.  The
       By-laws of LCI provide that a simple majority of the
       shares voting at a stock holders' meeting at which a
       quorum is present may elect all of the directors of LCI.
       Cumulative voting is not provided for by the By-Laws or
       Certificate of Incorporation of LCI.  Accordingly, as of
       the Closing the 20,500,000 shares being issued to and
       acquired by the SELLERS will constitute 97% of the
       21,155,446 shares of LCI which will then be issued and
       outstanding (including all consulting fees) which
       includes, inter alia, that same percentage of LCI's
       voting power (subject to the provisions regarding
       cumulative rights), right to receive dividends, when, as
       and if declared and paid, and the right to receive the
       proceeds of liquidation attributable to common stock, if
       any.
       (c)Ownership of Shares By LCI's issuance of the LCI Common
       Shares to the SELLERS pursuant to this Agreement, the
       SELLERS will thereby acquire good, absolute marketable
       title thereto, free and clear of all liens, encumbrances
       and restrictions of any nature whatsoever, except by
       reason of the fact that such LCI shares will not have
       been registered under the 33 Act, or any applicable state
       securities laws.
       (d)  Significant Agreements LCI is not and will not at
       Closing be bound by any of the following:
            (i)    Employment, advisory or consulting contract
            (except as described in Section 12 herein).
            (ii)   Plan providing for employee benefits of any
            nature.
            (iii)Lease with respect to any property or equipment.
            (iv)   Contract of commitments for any current
            expanditure.
            (v)   Contract or commitment pursuant to which it has
            assumed, guaranteed, endorsed or otherwise become
            liable for any obligation of any other person, firm
            or organization.
            (vi)   Contract, agreement, understanding, commitment
            or arrangement either than in the normal course of
            business, not set forth in the Agreement or an
            Exhibit hereto.
            (vii)  Agreement with any person relating to the
            dividend, purchase or sale of securities, that has
            not been settled by the delivery of payment of
            securities when due, and which remains unsettled
            upon the date of this Agreement.
       (e)Taxes LCI has filed all federal, state and local income
       or other tax returns and reports that it is required to
       file with all governmental agencies, wherever situate,
       and has paid all taxes as shown on such returns.  All of
       such returns are true and complete. LCI's income tax
       returns have never been audited by say authority
       empowered to do so.
       (f)Absence of Liabilities As of the Closing Date LCI will
       have no liabilities of any kind or nature, fixed or
       contingent, except for the costs, including legal and
       accounting fees and other expenses, in connection with
       this transaction, for which LCI agrees to be responsible
       and to pay in full at or before the Closing.
       (g)No Pending Actions To the best of management's
       knowledge, there are no legal actions, lawsuits,
       proceedings or investigations, either administrative or
       judicial, pending or threatened against or affecting LCI,
       or against any of the LCI MANAGEMENT and arising out of
       their operation of LCI. LCI has been in compliance with,
       and has not received notice of violation of any law,
       ordinance of any kind whatever, including, but not Inc
       to, the 33 Act, the Rules and Regulations of the SEC, or
       the Securities Laws and Regulations of any sale. LCI is
       not an investment company as defined in, or otherwise
       subject to regulation under, the Investment Company Act
       of 1940. LCI is not required to file reports pursuant to
       either Section 13 or Section 15 (d) of the 34 Act.
       (h)Corporate Records All of LCI's books and records,
       including, without limitation, its books of account,
       corporate records, minute book, stock certificate books
       and other records are up-to-date complete and reflect
       accurately and fairly the conduct of its business in all
       respects since its date of incorporation; all of said
       books and records will be made available for inspection
       by CI4NET's authorized  representatives prior to the
       Closing as provided by Section 4(I) herein, and will be
       delivered to LCI's new management at the Closing.
       (i)No Misleading Statements or Omissions Neither this
       agreement nor any financial statement, exhibit, schedule
       or document attached hereto or presented to CI4NET in
       connection herewith contains any materially misleading
       statement, or omits any fact or statement necessary to
       make the other statements or facts therein set forth not
       materially misleading.
       (j)Validity of this Agreement All corporate and other
       proceedings required to be taken by LCI in order to enter
       into and to carry out this Agreement will have been duly
       and properly taken at or before the Closing.  This
       Agreement has been duly executed by LCI, constitutes a
       valid and binding obligation of LCI enforceable in
       accordance with its terms.  The execution and delivery of
       this Agreement and the carrying out of its purposes will
       not result in the breach of any of the terms or
       conditions of, or constitute a default under or violate,
       LCI's Certificate of Incorporation- or By-Laws, or any
       agreement, lease, mortgage, bond, indenture, license or
       other document or undertaking, oral or written, to which
       LCI is a party or is bound or may be affected nor will
       such execution, delivery and carrying out violate any
       law, rule or regulation or any order, writ, injunction or
       decree of any court, regulatory agency or other
       governmental body.
       (k)Consents and Approvals, Compliance with Laws Except for
       the notices to be filed as described in Section 7(a)(v)
       herein, neither CI4NET nor MANAGEMENT is required to make
       any filing with, or obtain the consent or approval of,
       any person  or entity as a condition to the consummation
       of the transactions contemplated by this Agreement.  The
       business of LCI has been operated in compliance with all
       laws, rules and regulations applicable to its business,
       including, without limitation, those related to
       securities matters, trade matters, environmental matters,
       public health and safety, and labor and employment.
       (l)Access to Books and Records CI4NET and SELLERS will
       have
       full and free access to CI4NET's books and records during
       the course of this transaction prior to and at the
       Closing on reasonable notice.
       (m) LCI Financial Statements At or before the Closing, LCI
       and MANAGEMENT will provide CI4NET with LCI's audited
       financial statements for the fiscal year ended January
       31, 1999 which will be audited in accordance with GAAP by
       independent certified public accountants with SEC
       experience, and which comply with applicable Federal
       securities laws and regulations including Regulation S-X.
       There will have been no material change in the business,
       assets or condition (financial or otherwise) of LCI since
       the date of such financial statements to the Closing.
       (n) LCI Financial Condition As of the Closing, LCI will
       have
       no assets or liabilities, except as disclosed in
       financial statements.
       (o)Directors and Shareholders Approval As of the Closing,
       LCI's Board of Directors and Shareholders, by meeting or
       consent shall have properly authorized the matters
       described in section 7(a)(iv)herein.
       (p)The LCI Shares All of the LCI Common Shares issued to
       SELLERS shall be validly issued, fully-paid non-
       assessable shares of LCI Common Stock, with full voting
       rights, dividend rights, and right to receive the
       proceeds of liquidation  , if any, as set forth in LCI's
       Certificate of Incorporation.

  5.     Term: Indemnification All representations, warranties,
  covenants and agreements made herein and in the exhibits
  attached hereto shall survive the execution and delivery of
  this Agreement and payment pursuant thereto.  MANAGEMENT and
  CI4NET MANAGEMENT ("management") of both parties to the
  agreement hereby agree, jointly and severally, to indemnify,
  defend, and hold harmless LCI, CI4NET, and the SELLERS from
  and against any damage, loss, liability, or expense (including
  without limitation, reasonable expenses of investigation and
  reasonable attorney's fees) arising out of any material breech
  of any representation, warranty, covenant, or agreement made
  by CI4NET MANAGEMENT or management in this Agreement.
  6.  Restricted Shares: Legend All of the LCI Common Shares
  issued
  to SELLERS hereunder will be "restricted securities" as
  defined in Rule 144 under the 33 Act and each stock
  certificate issued to SELLERS hereunder, will bear the usual
  restrictive legend to such effect.  Appropriate Stop Transfer
  instructions will be given to LCI '' stock transfer agent.
  7. Conditions Precedent to Closing (a) The obligations of
  CI4NET
  and the SELLERS under this Agreement shall be and are subject
  to fulfillment, prior to or at the Closing, of each of the
  following conditions:
       (i)  That LCI's and MANAGEMENT's representations and
       warranties contained herein shall be true and correct at
       the time of Closing as if such representations and
       warranties were made at such time, and MANAGEMENT will
       deliver an executed certification confirming the
       foregoing;
       (ii)    That LCI and MANAGEMENT shall have performed or
       complied with all agreements, terms and conditions
       required by this Agreement to be performed or complied
       with by them prior to or at the time of the Closing;
       (iii)   That LCI's directors and shareholders, by proper
       and sufficient vote taken either by consent or at a
       meeting duly and properly called and held, shall have
       properly approved all of the matters required to be
       approved by LCI's directors and shareholders,
       respectively;
       (iv)    That LCI shall have filed the notice of the
       reverse
       split required by Rule 10b-17 under that Act, and shall
       have sent notice to its stockholders of the transactions
       contemplated herein; and
       (v)  That LCI's Board of Directors, by proper and
       sufficient
       vote, shall have approved this Agreement and the
       transactions contemplated hereby; approved the
       contemplated reverse split of LCI's outstanding Common
       Stock without changing either the authorized shares or
       the par value; approved the change of LCI's corporate
       name to a name selected by CI4NET; approved the
       resignation of all of LCI's current directors and the
       election of up to three designees of CI4NET to serve as
       directors in place of LCI's current directors; and will
       have approved such other changes as are consistent with
       this Agreement and approved by CI4NET and LCI; and
  (b)  The obligations of LCI and MANAGEMENT under this Agreement
  shall be and are subject to fulfillment, prior to or at the
  Closing of each of the following conditions:
       (i)  That CI4NET's and SELLERS' representations and
       warranties contained herein shall be true and correct at
       the time of Closing as if such representations and
       warranties were made at such time and CI4NET and the
       CI4NET PRINCIPALS shall deliver an executed certification
       confirming the foregoing;
       (ii)    That CI4NET and CI4NET PRINCIPALS shall have
       performed or complied with all agreements, terms and
       conditions required by this Agreement to be performed or
       complied with by them prior to or at the time of Closing;
       and
       (iii)  That CI4NET's officers will have signed non-compete
       clauses in the form attached hereto as Exhibit "J".
  8 Termination This Agreement may be terminated at any time
before  or at Closing, by;
       (a)The mutual agreement of the parties;
       (b)Any party if:
       (iv)  Any legal proceeding shall have been instituted
            or shall be imminently threatening to delay,
            restrain or prevent the consummation of this
            Agreement.
Upon termination of this Agreement for any reason, in accordance
with the terms and conditions set forth in this paragraph, each
said party shall bear all costs and expenses as each party has
incurred and no party shall be liable to the other.

  9. Exhibits All Exhibits attached hereto are incorporated
  herein  by this reference as if they were set forth in their
  entirety.
  10.    Miscellaneous Provisions This Agreement is the entire
  agreement between the parties in respect of the subject matter
  hereof, and there are no other agreements, written or oral,
  nor may this Agreement be modified except in writing and
  executed by all of the parties hereto.  The failure to insist
  upon strict compliance with any of the terms, covenants or
  conditions of this Agreement shall not be deemed a waiver or
  relinquishment of such rights or power at any other time or
  times.
  11.    Closing The Closing of the transactions contemplated by
  this Agreement ("Closing") shall take place at the offices  of
  Shane H Sutton, P.C. attorneys for LCI, at 1.00 P.M. on the
  first business day after the letter of the approval of SELLERS
  owning at least 80% of CI4NET's Common Stock or the
  shareholders of LCI approving  this Agreement and the matters
  referred to in section 7(a)(vi) herein, or such other date as
  the parties hereto shall mutually agree upon.  At the Closing,
  all of the documents and items referred to herein shall be
  exchanged. Upon signing LCI will carry out a corporate name
  change to Ci4net.com Inc and upon approval by the NASD shall
  carry out the aforementioned 15 for 1 reverse split and the
  issuance of the shares to the SELLERS.

  12.    Prohibited Actions Between the date hereof and the
  effective date of the merger, neither Purchaser nor Seller
  will, except with the prior written consent of the other:
  (a)issue or sell any stock, bonds, or other corporate
securities;
  (b)incur any obligation or liability (absolute or contingent),
  except current liabilities incurred, and obligations under
  contracts entered into, other than in the ordinary course of
  business;
  (c) discharge or satisfy any lien or encumbrance or pay any
  obligation or liability (absolute or contingent) other than in
  the ordinary course of business;
  (d) make any dividend or other payment or distribution to its
  shareholders or Purchase or redeem any shares of its capital
  stock other than in the ordinary course of business;
  (e)mortgage, pledge, create a security interest in, or subject
to
  lien or other encumbrance any of its assets, tangible or
  intangible other than in the ordinary course of business;
  (f)sell or transfer any of its tangible assets or cancel any
  debts or claims except in each case in the ordinary course of
  business other than in the ordinary course of business;
  (g)sell, assign, or transfer any trademark, trade name, patent,
  or other intangible asset;
  (h)waive any right of any substantial value other than in the
  ordinary course of business; or
  (i) enter into any other transaction other than in the ordinary
  course of business.
  13.    Further Instruments From time to time, as and when
  requested by the either of the parties or by its successors or
  assigns, the other party will execute and deliver, or cause to
  be delivered, all such deeds and other instruments; and will
  take or cause to be taken such further or other action as the
  parties may deem necessary or desirable in order to vest in
  and confirm to the purchaser title to and possession of all
  its property, rights, privileges, possessions, and franchises
  and otherwise to carry out the intent and purposes of this
  agreement.
  (b)    Fees and Commissions: (a) Except as described in this
  Section 12, no broker, finder, or other person or entity is
  entitled to any fee or commission from LCI or CI4NET for
  services rendered on behalf of LCI or CI4NET in connection
  with the transactions contemplated by this Agreement.
  15. Governing Law This Agreement shall be governed by and
  construed in accordance with the internal laws of the State of
  Delaware.
  16. Counterparts This Agreement may be executed in duplicate
  facsimile counterparts, each of which shall be deemed an
  original and together shall constitute one and the same
  binding Agreement, with one counterpart being delivered to
  each party hereto.





IN WITNESS WHEREOF, the parties hereto have set their hands and
seals as of the date and year above first written.

            LEISURE CONCEPTS INTERNATIONAL INC

            By:    ____________________________
               ____________________________

            CI4NET.COM INC
            By:    ____________________________



                           EXHIBIT A

Bellingwood Limited
Melchrisea Holdings Ltd
DCI Limited
RLI Limited
SMC Internet Ltd
LDA Holdings Ltd
WWW Capital Holdings Ltd
Velvet Capital Ltd
JWB Consolidated Ltd




EXHIBIT CI4NET-S

Bellingwood Limited                    9,500,000 Shares
Melchrisea Holdings Ltd                1,000,000 Shares
DCI Limited                            1,000,000 Shares
RLI Limited                              500,000 Shares
SMC Internet Ltd                       3,000,000 Shares
LDA Holdings Ltd                       2,500,000 Shares
WWW Capital Holdings Ltd               1,500,000 Shares
Velvet Capital Ltd                       900,000 Shares
JWB Consolidated Ltd                     600,000 Shares