STOCK PURCHASE AGREEMENT

                                  BY AND AMONG

                               RIGHT2WEB.COM, INC.

                                       AND

                              AUGMENT SYSTEMS, INC.

                                  MARCH , 2000


<PAGE>

                            STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE AGREEMENT, DATED AS OF MARCH , 2000, BY AND BETWEEN
AUGMENT SYSTEMS,  INC., A DELAWARE CORPORATION ("SELLER" OR THE "COMPANY"),  AND
RIGHT2WEB.COM, INC., A NEW YORK CORPORATION ("PURCHASER").


                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS,  Seller desires to sell to Purchaser and Purchaser  desires to
purchase  from the  Seller,  such  number of shares of the Series A  Convertible
Preferred Stock of the Seller (the "Shares") which,  assuming conversion thereof
at the Closing (as hereinafter  defined),  shall represent 92% of all issued and
outstanding  common  stock par value $.01 (the  "Common  Stock") in the Company,
computed on a fully diluted basis assuming the exercise of presently outstanding
warrants,  options  and  convertible  notes of the  Company,  upon the terms and
conditions hereafter set forth;

         WHEREAS,  a copy of the  Certificate of Designation of Preferences  and
Rights  for the  Series  A  Convertible  Preferred  Stock  of the  Company  (the
"Preferred Stock") is attached hereto as Exhibit A.

         NOW,  THEREFORE,  in  consideration  of the premises and the respective
mutual covenants,  representations and warranties herein contained,  the parties
hereto hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         In addition to terms defined elsewhere in this Agreement, the following
terms when used in this Agreement shall have the meanings indicated below:

         "AFFILIATE"  shall  have  the  meaning  specified  in  Rule  144 of the
Commission under the Securities Act.

         "AGREEMENT" shall mean this Stock Purchase  Agreement together with all
exhibits and schedules referred to herein.

         "CLOSING" shall have the meaning set forth in Section 6.1.

                                       1
<PAGE>

         "CLOSING DATE" shall mean the date that the Closing takes place.

         "CODE" shall mean the Internal Revenue Code of 1986, as amended.

         "COMMISSION" shall mean the Securities and Exchange Commission.

         "COMMON  STOCK" shall mean the common  stock of Seller,  par value $.01
per share.

         "COMPANY PLANS" shall have the meaning set forth in Section 4.26(b).

         "EMPLOYMENT  AGREEMENTS"  shall have the  meaning  set forth in Section
4.26(a).

         "ENVIRONMENTAL LAWS" shall have the meaning set forth in Section 4.31.

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended.

         "EXCHANGE  ACT"  shall mean the  Securities  Exchange  Act of 1934,  as
amended.

         "GOVERNMENTAL AUTHORIZATIONS" shall have the meaning given such term in
Section 4.19.

         "Guaranty" shall mean, as to any Person, all liabilities or obligations
of such Person in respect of any indebtedness or other  obligations of any other
person guaranteed,  directly or indirectly,  in any manner by such Person, or in
effect guaranteed,  directly or indirectly, by such Person through an agreement,
contingent or otherwise,  to purchase such  indebtedness  or  obligation,  or to
purchase or sell property or services, primarily for the purpose of enabling the
debtor to make payment of such indebtedness or obligation or to assure the owner
of such indebtedness or obligation against loss, or to supply funds to or in any
manner invest in the debtor, or otherwise.

         "INDEMNIFIED PARTY" shall have the meaning set forth in Section 5.3(c).

         "INDEMNIFYING  PARTY"  shall  have the  meaning  set  forth in  Section
5.3(c).


                                       2
<PAGE>

         "INTANGIBLE  PROPERTY"  shall  mean  the  Rights  and  each  invention,
formula,  software, trade secret,  technology,  product,  composition,  formula,
method or process used by Seller.

         "INVESTMENTS"  shall mean,  with respect to any Person,  all  advances,
loans or extensions of credit to any other Person,  all purchases or commitments
to purchase any stock, bonds, notes, debentures or other securities of any other
Person, and any other investment in any other Person,  including partnerships or
joint ventures  (whether by capital  contribution or otherwise) or other similar
arrangement (whether written or oral) with any Person, including but not limited
to arrangements in which (i) the Person shares profits and losses, (ii) any such
other Person has the right to obligate or bind the Person to any third party, or
(iii) the Person may be wholly or partially  liable for the debts or obligations
of such partnership, joint venture or other arrangement.

         "LEASED PROPERTY" shall have the meaning set forth in Section 4.17.

         "LEASES" shall have the meaning set forth in Section 4.17.

         "MATERIAL AGREEMENTS" shall have the meaning set forth in Section 4.28.

         "MINORITY  SHAREHOLDERS" shall mean those stockholders of Seller owning
21.31% of the Common Stock of Seller.

         "PBGC" shall have the meaning set forth in Section 4.26(b).

         "PERSON"  shall mean any natural  person,  corporation,  unincorporated
organization,  partnership,  association,  joint stock  company,  joint venture,
trust or government, or any agency or political subdivision of any government or
any other entity.

         "PRODUCT" shall mean each product, computer software, computer hardware
or component thereof, developed,  manufactured,  packaged,  marketed,  licensed,
distributed or sold by Seller.

         "RELATED PARTY" shall have the meaning set forth in Section 4.22.

         "RIGHTS" shall mean all domestic and foreign licenses, distributorship,
patents,  patent  rights,  trademarks,  service  marks,  tradenames,  brands and
copyrights  (whether or not  registered  and, if applicable,  including  pending
applications for registration) owned, used or controlled by any of Seller.


                                       3
<PAGE>

         "SECURITIES" shall mean all of the issued and outstanding capital stock
of Seller.

         "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

         "SHARES"  shall mean all of the shares of Common  Stock of Seller which
are owned by the Seller.

         "SUBSIDIARY"  of any  Person  shall  mean any  Person,  whether  or not
capitalized,  in which such  Person  owns,  directly  or  indirectly,  an equity
interest of more than 50%, or which may  effectively be controlled,  directly or
indirectly, by such Person.

                                   ARTICLE II

                        PURCHASE OF SHARES; CONSIDERATION


                  2.1  SHARES  TO  BE  PURCHASED.   Subject  to  the  terms  and
conditions  set forth  herein,  on the Closing  Date,  the Seller  shall sell to
Purchaser,  and Purchaser  shall  purchase from the Seller,  all of such Seller'
right,  title and interest in and to the Shares.  At the  Closing,  Seller shall
deliver to Purchaser all of the certificates  representing the Shares,  together
with stock powers separate from the certificates  duly executed by the Seller in
blank and  sufficient to convey to Purchaser  good and  marketable  title to the
Shares free and clear of any and all claims, liens, charges, security interests,
pledges or encumbrances  of any nature  whatsoever and together with all accrued
benefits and rights attaching thereto.

                  2.2 CONSIDERATION. The aggregate purchase price for the Shares
shall be Fifty Thousand Dollars ($50,000.00) (the "Purchase Price"),  payable by
Purchaser at the Closing by delivery to the Seller of a  Promissory  Note in the
principal amount of Fifty Thousand Dollars  ($50,000) in the form annexed hereto
as Exhibit 2.2 (the "Note").

                                   ARTICLE III

             COVENANTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER

                                       4
<PAGE>

                  In order to induce the Seller to enter into this Agreement and
to  consummate  the  transactions   contemplated  hereby,  Purchaser  makes  the
representations and warranties set forth below to the Seller.

                  3.1   ORGANIZATION;   STANDING  AND  POWER.   Purchaser  is  a
corporation duly organized, validly existing and in good standing under the laws
of the State of New York. Purchaser has all requisite right, power and authority
to  execute,   deliver  and  perform  this   Agreement  and  to  consummate  the
transactions contemplated hereby.

                  3.2 AUTHORIZATION; ENFORCEABILITY. The execution, delivery and
performance of this Agreement by Purchaser and the  consummation by Purchaser of
the transactions  contemplated hereby have been duly authorized by all requisite
corporate action on the part of Purchaser. This Agreement has been duly executed
and  delivered  by  Purchaser,  and  constitutes  the legal,  valid and  binding
obligation of Purchaser, enforceable in accordance with its terms, except to the
extent that its enforcement is limited by bankruptcy, insolvency, reorganization
or other laws relating to or affecting  the  enforcement  of  creditors'  rights
generally and by general principles of equity.

                  3.3 NO  VIOLATION  OR CONFLICT.  The  execution,  delivery and
performance of this Agreement by Purchaser and the  consummation by Purchaser of
the transactions  contemplated  hereby:  (a) do not violate or conflict with any
provision of law or regulation  (whether federal,  state or local), or any writ,
order or  decree of any  court or  governmental  or  regulatory  authority,  the
violation  of which would  interfere in any  material  respect with  Purchaser's
ability to consummate the transactions  contemplated hereby, or any provision of
Purchaser's  Certificate  of  Incorporation  or Bylaws;  and (b) do not, with or
without the passage of time or the giving of notice, result in the breach of, or
constitute a default,  cause the  acceleration  of  performance,  or require any
consent under, or result in the creation of any lien, charge or encumbrance upon
any  property or assets of  Purchaser  pursuant to any  material  instrument  or
agreement to which  Purchaser is a party or by which Purchaser or its properties
may be bound or affected,  in any material  respect,  other than  instruments or
agreements  as to which  consent  shall  have been  obtained  at or prior to the
Closing.

                  3.4 ASSUMPTION OF LIABILITIES.  Purchaser  expressly agrees to
the  assumption of the  liabilities  of Seller  disclosed  specifically  in this
Agreement and the Schedules  annexed  hereto and to satisfy,  resolve or pay-off
such liabilities as Purchaser.


                                       5
<PAGE>

                  3.5 SECURITIES  LAWS.  Right2Web  understands that the Company
Shares are not being registered under the Securities Act, on the ground that the
offer and sale of the Company  Shares under this  Agreement  are exempt from the
registration  provisions of Section 5 of the  Securities Act pursuant to Section
4(2) thereof,  as transactions  by an issuer not involving any public  offering,
and/or  may be deemed not to  involve  an offer or sale  within  the  meaning of
Section 5 of the Securities Act pursuant to Regulation D promulgated thereunder,
and that the  Company  Shares  may not be resold in any  transaction  subject to
Section  5 of  the  Securities  Act  unless  registered  or any  exemption  from
registration is available for such sale, and that the certificates  representing
the Company Shares will bear a legend to that effect,  substantially in the form
set forth on Schedule 3.4 attached  hereto.  Right2Web is acquiring  the Company
Shares  for  investment  purposes  only and not with a view to  distribution  or
resale  thereof,  except  that the  Company  Shares  may be  distributed  to the
shareholders  of Right2Web in complete  liquidation  of Right2Web  provided that
each  such  shareholder  delivers  to  the  Company  a  written   representation
substantially to the effect of this Section 3.5.

                  3.6.  INTERNET  START-UP  VENTURE.  Seller  acknowledges  that
Purchaser  is a start-up  internet  venture  and as such,  is subject to various
risks, including, but not limited to, the need to raise substantial capital, the
need to  hire  and  retain  personnel,  intense  competition,  rapidly  evolving
technology,  etc.  Seller  acknowledges  that it is not  relying on  Purchaser's
Business Plan and that Purchasers  representations  and warranties  herein shall
supersede said Business Plan.

                                   ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

                  In order to induce  Purchaser to enter into this Agreement and
to  consummate  the  transactions  contemplated  hereby,  the  Seller  makes the
representations and warranties set forth below to Purchaser.

                  4.1  Organization.  Seller and Seller  are  corporations  duly
organized, validly existing and in good standing under the laws of the States of
Delaware.  To the  best of  Seller's  knowledge,  Seller  is duly  qualified  to
transact  business  as a  foreign  corporation  in all  jurisdictions  where the
ownership or leasing of its  properties  or the conduct of its present  business
requires  such  qualification,  except where the failure to so qualify would not

                                       6
<PAGE>

have a material  adverse  effect on the  business,  operations  or properties of
Seller.  Seller has the  requisite  power and  authority to (a) own or lease and
operate its properties,  (b) conduct its business as presently conducted and (c)
to execute,  deliver,  perform and engage in this  Agreement and  consummate the
transactions contemplated hereby (subject to Paragraph 5.3(d)(1)).

                  4.2 AUTHORIZATION;  ENFORCEABILITY. Seller has the capacity to
execute,  deliver and  perform  this  Agreement.  This  Agreement  and all other
documents to be executed and delivered by the Seller  pursuant to this Agreement
have been and will be duly  executed and  delivered  and  constitute  the legal,
valid and binding  obligations  of the Seller,  enforceable  in accordance  with
their respective terms.

                  4.3 NO  VIOLATION  OR CONFLICT.  The  execution,  delivery and
performance of this Agreement by the Seller and the  consummation  by the Seller
of the transactions contemplated hereby: (a) do not violate or conflict with any
provision of law or regulation (whether federal,  state or local) to the best of
Seller's knowledge, or any writ, order or decree of any court or governmental or
regulatory  authority,  or any provision of any of Seller or Seller's respective
Certificates  of  Incorporation  or Bylaws;  and (b) do not, with or without the
passage of time or the giving of notice,  result in the breach of, or constitute
a default,  cause the  acceleration of performance or require any consent under,
or result in the creation of any lien,  charge or encumbrance  upon any property
or assets of Seller pursuant to any instrument or agreement to which Seller is a
party or by which  the  Seller's  properties  may be  bound or  affected  in any
material respect, other than instruments or agreements as to which consent shall
have been obtained at or prior to the Closing as set forth on SCHEDULE 4.3 or if
not obtained, as specifically set forth on SCHEDULE 4.3.

                  4.4 CONSENTS OF GOVERNMENTAL  AUTHORITIES  AND OTHERS.  To the
best of  Seller's  knowledge,  no  consent,  approval  or  authorization  of, or
registration,   qualification  or  filing  with  any  federal,  state  or  local
governmental or regulatory authority, NASDAQ or any other Person, is required to
be made by Seller in connection  with the execution,  delivery or performance of
this  Agreement  by  the  Seller  or  the  consummation  by  the  Seller  of the
transactions  contemplated hereby, subject to stockholder approval of Seller, if
required  and to  Seller's  obligations  to  obtain  same  and as set  forth  in
Paragraphs 5.3 and 7.5.


                                       7
<PAGE>

                  4.5  CONDUCT OF  BUSINESS.  Since March 31,  1999,  Seller has
conducted  its  businesses  only to wind  down  its  operations  and has not (a)
incurred any liability in excess of $10,000; (b) has not amended its Certificate
of Incorporation or Bylaws; (c) issued, sold or authorized for issuance or sale,
shares of any class of its securities (including,  but not limited to, by way of
stock split or  dividend) or any  subscriptions,  options,  warrants,  rights or
convertible  securities  or entered into any  agreements or  commitments  of any
character  obligating  it to issue or sell any such  securities;  (d)  redeemed,
purchased  or  otherwise  acquired,  directly or  indirectly,  any shares of its
capital  stock or any option,  warrant or other right to purchase or acquire any
such shares; (d) declared or paid any dividends or other  distribution  (whether
in cash,  stock or other  property)  with  respect  to its  capital  stock;  (f)
suffered any physical  damage,  destruction  or loss,  whether or not covered by
insurance,  which has had or could have a material  adverse effect on any of its
properties,  assets (taken as a whole),  business or  prospects;  (g) granted or
made any  mortgage or pledge or  subjected  itself or any of its  properties  or
assets to any lien,  charge or encumbrance of any kind, (h) made or committed to
make any capital  expenditures  in excess of $5,000;  (i) become  subject to any
Guaranty;  (j) granted any  increase  in the  compensation  payable or to become
payable to directors,  officers,  employees (including,  without limitation, any
such increase  pursuant to any bonus,  pension,  profit-sharing or other plan or
commitment); (k) entered into any agreement which would be a Material Agreement,
or amended or terminated any existing  Material  Agreement;  (k) experienced any
strike,  work  stoppage  or  slowdown;  or (l)  experienced  any other  event or
condition of any character which has had or could have a material adverse effect
on the  condition  (financial  or  otherwise),  results of  operations,  assets,
liabilities, properties, business or, to the best of its knowledge, prospects of
Seller, or on any of their employee,  customer or supplier relations,  except as
set forth in the first sentence of this Paragraph 4.5.

                  4.6 LITIGATION. Except as set forth in detail on SCHEDULE 4.6,
there are no actions, suits,  investigations,  claims or proceedings pending or,
to the  knowledge  of  Seller,  threatened  before any  court,  governmental  or
regulatory  authority  or  arbitrator,  (a)  affecting  Seller or any  Person or
Related Party (as plaintiff or defendant)  which could,  individually  or in the
aggregate,  have a  material  adverse  effect  on the  condition  (financial  or


                                       8
<PAGE>

otherwise), results of operations,  properties, assets, liabilities, business or
prospects of Seller or (b) against the Seller relating to the Shares, the Common
Stock or the  transactions  contemplated by this Agreement or (c) against Seller
or for which Seller is currently defending or prosecuting such dispute;  and (d)
there exist no facts or  circumstances  known to Seller  creating any reasonable
basis for the  institution  of any such action,  suit,  investigation,  claim or
proceeding described above.

                  4.7 BROKERS.  Seller has not employed any  financial  advisor,
broker or finder,  and none of them has  incurred  or will  incur any  broker's,
finder's,  investment  banking or  similar  fees,  commissions  or  expenses  in
connection with the transactions contemplated by this Agreement.

                  4.8 COMPLIANCE.  a) To the best of Seller's knowledge,  Seller
is in compliance in all material  respects,  with all federal,  state, local and
foreign laws,  ordinances,  regulations,  judgments,  rulings,  orders and other
requirements  applicable to it, including without limitation,  those relating to
(a) the  development,  packaging,  distribution  and marketing of Products,  (b)
employment,  safety and health, and (c) building, zoning and land use. Seller is
not subject to any judicial,  governmental or administrative  order, judgment or
decree.  Purchaser  has been  furnished  with  true and  correct  copies  of all
material  reports of  inspections  of Seller's  business and  properties  (which
occurred  during the past five (5) years)  through  the date  hereof,  under all
applicable federal, state, foreign and local laws and regulations.

                  b) Seller has not been de-listed as a public company under the
Exchange  Act  and  has  complied  with  all  reporting   requirements   to  its
stockholders  under the Exchange Act. Seller has filed all SEC reports  although
its Form 10-KSB for the year ended December 31, 1998 was filed late.

                  4.9 CHARTER, BYLAWS AND CORPORATE RECORDS. A true and complete
copy of (a) the Certificate of Incorporation of Seller, as amended and in effect
on the date  hereof,  (b) the Bylaws of Seller,  as amended and in effect on the
date hereof, and (c) to the best of Seller's knowledge,  the minute books of the
Seller  (containing  all corporate  proceedings  since  inception of Seller) are
annexed hereto have been  previously  delivered to Purchaser.  Such minute books
contain  complete  and  accurate  records of all  meetings  and other  corporate
actions  of the  board of  directors,  committees  of the  board  of  directors,
incorporators  and shareholders of the Seller from the date of its incorporation
to the date hereof.


                                       9
<PAGE>

                  4.10  SUBSIDIARIES AND  INVESTMENTS.  Seller does not have any
Subsidiaries  or  Investments,  except as set forth on Schedule  4.10.  Schedule
4.10, also sets forth the names of the officers and directors of Seller.

                  4.11  CAPITALIZATION.  The  authorized  capital  stock  of the
Seller is as set forth on SCHEDULE 4.11. The names and address and stockholdings
of the  stockholders  as of  December  31,  1999 of  Seller  of the  issued  and
outstanding  shares of Common  Stock of Seller are set forth on  SCHEDULE  4.11.
Seller  will  cooperate  with  Purchaser  after  Closing to provide  information
regarding the  stockholder  list. No shares of capital stock of Seller since the
date of its  incorporation,  were issued in violation of any statutory or common
law  preemptive  rights.  There are no  dividends  which  have  accrued  or been
declared,  but are unpaid on the capital stock of any of Seller.  To the best of
Seller's knowledge, all taxes (including documentary stamp taxes) required to be
paid in connection  with the issuance and any transfers of Seller  capital stock
have been paid. To the best of Seller's knowledge, all permits or authorizations
required to be obtained from or  registrations  required to be effected with any
Person in connection with any and all issuances of securities of Seller from the
date of the Seller's date of incorporation to the date hereof have been obtained
or  effected  and all  securities  of Seller  have been  issued  and are held in
accordance  with the provisions of all applicable  securities or other laws. The
Common  Stock  constitute  all of the issued and  outstanding  capital  stock of
Seller except as set forth on SCHEDULE 4.11.

                  4.12  RIGHTS,  WARRANTS,  OPTIONS.  Except  as  set  forth  on
SCHEDULE  4.12,   there  are  no  outstanding   (a)  securities  or  instruments
convertible  into or  exercisable  for any of the capital  stock or other equity
interests   of  Seller;   (b)   options,   warrants,   underwriter's   warrants,
subscriptions or other rights to acquire capital stock or other equity interests
of Seller or owned by an Affiliate,  Person or officer,  director or employee of
Seller; or (c) commitments,  agreements or understandings of any kind, including
employee benefit arrangements,  relating to the issuance or repurchase by Seller
or Seller of any capital  stock or other equity  interests  of Seller,  any such
securities or instruments  convertible  into or exercisable for capital stock or
other  equity  interests  of any of Seller,  or any such  options,  warrants  or
rights.

                                       10
<PAGE>

                  4.13  FINANCIAL   STATEMENTS.   The  Seller  will  deliver  to
Purchaser, true and complete copies of the Financial Statements of Seller, which
are annexed  hereto as Exhibit  4.13.  The Financial  Statements:  (a) have been
prepared in accordance with the books of account and records of the Seller;  (b)
fairly present,  and are true,  correct and complete  statements in all material
respects of Seller's  financial  condition and the results of, their  respective
operations at the dates and for the periods specified in those statements.

                  4.14  ABSENCE  OF  UNDISCLOSED  LIABILITIES.   Other  than  as
disclosed  on SCHEDULE 4.6 hereto,  Seller does not have any material  direct or
contingent liabilities, commitments or obligations or any unrealized losses from
any commitments,  and there is no basis known to Seller,  for assertion  against
Seller of any such liability, commitment or obligation.

                  4.15  TITLE TO SHARES.  Seller is the  record  and  beneficial
owner of the  Shares,  and all of such  Shares  are owned  free and clear of any
liens,   encumbrances,   pledges,  security  interests  and  claims  whatsoever,
including,  without  limitation,   claims  or  rights  under  any  voting  trust
agreements, shareholder agreements, pledges or other agreements. At the Closing,
the Seller will deliver the Shares, with a stock power,  transfer tax stamps and
an affidavit of lost stock certificate (if a replacement certificate is issued),
which will transfer and convey, and Purchaser will acquire,  good and marketable
title  to the  Shares,  free  and  clear of all  liens,  encumbrances,  pledges,
security interests and claims whatsoever.

                  4.16 TITLE TO AND CONDITION OF PERSONAL  PROPERTY.  Seller has
good and  marketable  title to each item of  inventory,  equipment  and/or other
personal  property,  tangible  and  intangible,  included  as an  asset  in  its
Financial  Statements  dated  December 31, 1999 , free and clear of any security
interests,  liens,  claims,  charges or encumbrances  whatsoever,  except as set
forth in  SCHEDULE  4.16  hereto.  There are no assets  owned by any third party
which  are  used in the  operation  of the  business  of  Seller,  as  presently
conducted or proposed to be conducted.

                  4.17 REAL  PROPERTY.  Seller  does not own any real  property.
Seller  does not hold nor is a party to any  option,  right of first  refusal or
other contractual right to purchase, acquire, sell or dispose of any interest in
real  property.  Seller does not lease or sublease any real property  other than
790 Turnpike Street, North Andover, Massachusetts 01845 (the "Leased Property"),
which is a month  to month  lease.  The  Seller  have  previously  delivered  to

                                       11
<PAGE>

Purchaser a true and complete copy of all of the lease and sublease  agreements,
as amended to date (the "Leases") relating to the Leased Property. Seller enjoys
peaceful  and  undisturbed  possession  of  the  Leased  Property.  Seller  will
terminate the Lease as of the Closing Date and deliver at Seller's sole cost and
expense  all  books,  records,  equipment  and any  other  assets  of  Seller to
Purchaser.

                  To the best of the Seller' knowledge, there are no liabilities
on the part of  Seller  (other  than rent and other  sums and  charges  payable)
associated with any of the Leases including,  without limitation,  any liability
under any Environmental Law or regulation,  which is or which may become payable
by Purchaser.

                  4.18  INSURANCE.  SCHEDULE 4.18 sets forth a true and complete
list of all insurance  policies  providing  insurance  coverage of any nature to
Seller.  Such  policies  are  sufficient  for  compliance  by  Seller  with  all
requirements  of law (to the best of its  knowledge) and all agreements to which
Seller is a party or by which any of its assets is bound.  All of such  policies
are in full force and effect and are valid and  enforceable  in accordance  with
their terms, and Seller has complied in all material respects with all terms and
conditions of such policies,  including premium payments.  None of the insurance
carriers  has  indicated  to the Seller an  intention to cancel any such policy.
Seller does not have any claim  pending  against any of the  insurance  carriers
under any of such policies and there has been no actual or alleged occurrence of
any kind which may give rise to any such claim.

                  4.19  LICENSES.   There  are  no   authorizations,   consents,
approvals,  franchises,  licenses and permits  required under  applicable law or
regulation  which are material for the operation of the  businesses of Seller as
presently operated (the "Governmental Authorizations").  All of the Governmental
Authorizations,  which  Seller does have are duly issued or obtained  and are in
full force and  effect,  and Seller is in  compliance  with the terms of all the
Governmental  Authorizations.  The Seller has no  knowledge  of any facts  which
could  reasonably  be  expected to cause them to believe  that the  Governmental
Authorizations will not be renewed by the appropriate  governmental  authorities
in the ordinary course. Neither the execution,  delivery nor performance of this
Agreement  shall  adversely  affect  the  status  of  any  of  the  Governmental
Authorizations.


                                       12
<PAGE>

                  4.20 PROPRIETARY  RIGHTS. Set forth on Schedule 4.20 is a list
and description of all foreign and domestic  patents,  patent rights,  licenses,
distributorship,  trademarks,  service marks, trade names, brands and copyrights
(whether or not registered and, if applicable,  including  pending  applications
for  registration)  owned,  used or  controlled  by  Seller  (collectively,  the
"Rights").  Except as set forth on Schedule 4.20: (a) Seller is the owner of all
right, title and interest in and to all of the Rights or has the legal right and
in  and  to  each  invention,  software,  trade  secret,  technology,   product,
composition,  formula,  method  of  process  used by Seller  (together  with the
Rights,  hereinafter collectively referred to as "Intangible Property"), and has
the right to use and license  the same,  free and clear of any claim or conflict
with the rights of others;  (b) no  royalties,  honorariums  or fees (license or
otherwise) are payable by Seller to any Person by reason of the ownership or use
of any of the  Intangible  Property;  (c) there have been no claims made against
any of Seller asserting the invalidity,  abuse,  misuse, or  unenforceability of
any of the Intangible Property, and to the best of Seller' knowledge,  there are
no reasonable  grounds for any such claims; (d) Seller has not made any claim of
any  violation  or  infringement  by  others  of its  rights  in the  Intangible
Property,  and to the best of Seller' knowledge,  no reasonable grounds for such
claims exist;  (e) Seller has not received any written  notice or, other type of
notice that it is in conflict  with or  infringing  upon the asserted  rights of
others in  connection  with the  Intangible  Property and neither the use of the
Intangible  Property  by  any of  Seller,  the  operation  of  their  respective
business, the manufacture of their respective products, nor any formula, method,
process,  part or  material  employed  by Seller  in  connection  therewith,  is
infringing  or has  infringed  upon any  rights of  others;  (f) the  Intangible
Property  includes  all rights  necessary  for Seller to be legally  entitled to
conduct its business as presently being  conducted;  (g) the consummation of the
transactions  contemplated hereby will not alter or impair any of the Intangible
Property EXCEPT AS SET FORTH ON SCHEDULE 4.20; (h) no interest of any of Seller'
rights to any Intangible  Property has been assigned,  transferred,  licensed or
sublicensed  by  Seller  to  third  parties;  (i) to the  extent  that  any item
constituting part of the Intangible  Property has been registered with, filed in
or  issued  by,  as the  case  may be,  any  governmental  or  other  regulatory
authority, such registrations, filings or issuances are listed on SCHEDULE 4.20,
and were duly made and remain in full force and  effect  except in the  ordinary

                                       13
<PAGE>

course of business;  (j) Seller does not have any actual knowledge of any act or
failure  to  act by  Seller  or any of  their  respective  directors,  officers,
employees, attorneys or authorized agents during the prosecution or registration
of, or any other  proceeding  relating to, any of the Intangible  Property or of
any other fact which could render invalid or unenforceable,  or negate the right
to issuance of any of the Intangible Property.

                  4.21 MAJOR CUSTOMERS AND SUPPLIERS;  SUPPLIES.  The Seller has
no customers or suppliers.


                  4.22 RELATED  PARTIES.  Except as set forth on Schedule  4.22,
neither  Seller,  nor any  current  director,  officer  or  employee  of  Seller
(individually a "Related Party" and collectively  the "Related  Parties") or any
Affiliate  of any of the Seller or any  Related  Party:  (a) owns,  directly  or
indirectly,  any  interest  in any person  which is a  competitor  or  potential
competitor of any of Seller, or of a supplier or customer of any of Seller;  (b)
owns, directly or indirectly, in whole or in part, any property, asset or right,
real, personal or mixed, tangible or intangible (including,  but not limited to,
any of the  Intangible  Property)  which is  utilized  in the  operation  of the
business  of any  of  Seller;  or (c)  has an  interest  in or is,  directly  or
indirectly, a party to any contract,  agreement, lease or arrangement pertaining
or relating to Seller.

                  4.23 LIST OF ACCOUNTS.  Set forth on SCHEDULE 4.23 is: (a) the
name and  address  of each  bank or other  institution  in which  any of  Seller
maintain an account  (cash,  securities  or other) or safe  deposit box; (b) the
name and phone number of the Seller'  contact person at such bank or institution
and (c) the account number of the relevant account and a description of the type
of account.

                  4.24 PERSONNEL.  AS OF JANUARY 1, 1999, SCHEDULE 4.24 contains
the names, job descriptions,  benefits,  perquisites and annual salary rates and
other  compensation  of all officers,  directors and  consultants  of the Seller
earning in excess of $10,000 per year (including compensation paid or payable by
the Seller under the Company Plans). All employee policies,  employee manuals or
other  written  statements  of  rules  or  policies  of  Seller  as  to  working
conditions, vacation and sick leave have been made available to Purchaser.


                                       14
<PAGE>

                  4.25 LABOR  RELATIONS.  There is no strike,  work  stoppage or
slowdown or labor disturbance  pending or, to the best of the Seller's knowledge
threatened,  that involves any  employees of any of Seller.  There are no unions
and/or  collective  bargaining or labor agreements which any of the employees of
Seller  are  members  or to which  Seller is a party.  Seller is not a party to,
otherwise  bound by or  threatened  with  any  labor  or  collective  bargaining
agreement and to the best of the Seller' knowledge,  there have been no attempts
to organize a labor union or to seek recognition as a collective bargaining unit
by or with respect to any  employees  of any of Seller.  To the best of Seller's
knowledge,  no unfair labor practice  complaints  have been filed against Seller
with any  governmental  or regulatory  agency,  (ii) Seller has not received any
notice  or  communication  reflecting  an  intention  or threat to file any such
complaint,  and  (iii) no  Person  has made  any  claim,  and to the best of the
Seller'  knowledge  there is no basis for any claim,  against  Seller  under any
statute,  regulation  or ordinance  relating to  discrimination  with respect to
employees or employment practices.

                  4.26  EMPLOYMENT AGREEMENTS AND EMPLOYEE BENEFIT PLANS.

                  (A)  EMPLOYMENT  AGREEMENTS.  Except as set forth on  SCHEDULE
4.26A,  there  are no  written  or oral  employment,  consulting,  severance  or
indemnification   arrangements,    agreements   or   understandings   (including
perquisites  or  benefits)  between  Seller and any  current or former  officer,
director,   consultant  or  employee  ("Employment   Agreements").   Seller  has
previously  delivered to Purchaser true and complete  copies of (or summaries in
the  event  that  such  Employment  Agreement  is  oral)  all of the  Employment
Agreements.  Except as disclosed in SCHEDULE 4.26A, no such Employment Agreement
(i) will require any payment by Seller or Purchaser to any director,  officer or
employee  of any of  Seller,  or any other  party,  by  reason of the  change in
control  of  Seller  resulting  from  the  transactions   contemplated  by  this
Agreement,  or (ii) provides for the acceleration or change in the award, grant,
vesting or determination of options,  warrants,  rights severance  payments,  or
other contingent  obligations of any nature whatsoever of Seller in favor of any
such parties.  Except as set forth in SCHEDULE 4.26A, the terms of employment or
engagement  of all  directors,  officers,  employees,  agents,  consultants  and
professional advisers of Seller are such that their employment or engagement may
be  terminated  upon not more than  thirty  (30) days  notice  given at any time
without  liability  for payment of  compensation  or damages and Seller have not
entered into any agreement or arrangement  for the management of its business or
any part thereof other than with their respective directors or employees.

                                       15
<PAGE>

                  (B) EMPLOYEE BENEFIT PLANS. Seller has no pension, retirement,
stock purchase,  stock bonus,  stock  ownership,  stock option,  profit sharing,
savings,  medical,  disability,  hospitalization,   501(c)(9)  Trust  (voluntary
employee  benefit  associations),   insurance,  deferred  compensation,   bonus,
incentive,  welfare  or any other  employee  benefit  plan,  policy,  agreement,
commitment,   arrangement  or  practice   currently   maintained  or  previously
maintained  by any of Seller for any of their  respective  directors,  officers,
consultants,  employees or former employees (the "Company Plans"). Seller has no
"employee  pension  benefit plan" as defined in Section 3(3) of ERISA  ("Pension
Plan") or an "employee welfare benefit plan" ("Welfare Plan"), as such terms are
defined  in  ERISA.  Seller  does  not  have  a  contributing  employer  to  any
"multiemployer  plan", (as such term is defined in Section 4001(a)(3) of ERISA),
nor does Seller have any  multiemployer  plan liability with respect to any such
plans or any  Company  Plan  (including,  but not  limited  to, any  "withdrawal
liability"  (including any contingent or secondary withdrawal  liability) within
the meaning of Sections 4201 and 4204 of ERISA, to any Company Plan,  which is a
multiemployer plan, or otherwise.

                  4.27  TAX  MATTERS.   Seller  have  previously   delivered  to
Purchaser  true,  correct and complete  copies of the  federal,  state and local
income,  sales,  use franchise and all other tax returns required to be filed by
the Seller for the past five (5) fiscal  years,  1993  through  1998 (except for
December 31, 1993 which Seller can not locate).  Except as set forth on SCHEDULE
4.27A,  all tax returns and tax reports required to be filed with respect to the
business  and  assets of Seller  have been  timely  filed  with the  appropriate
governmental agencies in all jurisdictions in which such returns and reports are
required to be filed, all of the foregoing  documents as filed are true, correct
and complete in all material  respects and reflect  accurately all liability for
taxes of Seller for the periods to which such  returns  relate,  and all amounts
shown as owing  thereon  have been  paid.  Except as  specifically  set forth on
SCHEDULE  4.27A,  all income,  profits,  franchise,  sales,  use,  value  added,
occupancy,  property,  excise,  payroll,  FICA, FUTA and other taxes  (including
interest and penalties), if any, collectible or payable by Seller or relating to
or chargeable against any of their respective assets, revenues or income through
the Closing Date were fully  collected  and paid by such date or provided for by
adequate reserves the Financial Statements,  and are not under-accrued,  and all
similar  items due through  the  Closing  Date will have been fully paid by that
date or  provided  for by  adequate  reserves.  Except as set forth on  SCHEDULE

                                       16
<PAGE>

4.27B,  no taxation  authority has sought to audit the records of Seller for the
purpose  of  verifying  or  disputing  any  tax  returns,   reports  or  related
information  and  disclosures  provided to such  taxation  authority  by Seller.
Except as set forth on  SCHEDULE  4.27B,  no  claims or  deficiencies  have been
asserted against Seller with respect to any taxes or other governmental  charges
or levies which have not been paid or otherwise  satisfied or for which accruals
or reserves have not been made in the or Financial Statements,  and there exists
no reasonable basis for the making of any such claims. Seller has not waived any
restrictions  on assessment or collection of taxes or consented to the extension
of any statute of limitations relating to taxation.  All taxes,  including sales
taxes due and owing through the Closing Date have been paid or Seller is holding
such funds in escrow in the accounts and amounts set forth  (except as set forth
on  SCHEDULE  4.27B).  SCHEDULE  4.27B  annexed  hereto (i) lists the amount and
expiration  dates of any net operating  loss, net capital loss,  unused business
credit, unused foreign tax credit, or excess charitable  contribution  allocable
to Seller as of Seller's most recently completed year end.


                                       17
<PAGE>
                  4.28  MATERIAL AGREEMENTS.

                  (a)  SCHEDULE  4.28  sets  forth  a brief  description  of all
material  written  and oral  contracts  or  agreements  relating  to the  Seller
including,  without  limitation,  any: (i) contract resulting in a commitment or
potential   commitment  for   expenditure  or  other   obligation  or  potential
obligation, or which provides for the receipt or potential receipt, involving in
excess of $5,000 in any  instance,  or series of related  contracts  that in the
aggregate  give  rise to rights  or  obligations  exceeding  such  amount;  (ii)
indenture,  mortgage,  promissory  note,  loan  agreement,  guarantee  or  other
agreement or commitment  for the borrowing or lending of money or encumbrance of
assets  involving more than $5,000 in each except as set forth on SCHEDULE 4.28;
(iii) agreement which restricts  Seller from engaging in any line of business or
from  competing  with any other  Person;  (iv)  warranties  made with respect to
products  manufactured,  packaged,  distributed or sold by Seller; (v) any other
contract, agreement,  instrument,  arrangement or commitment that is material to
the  condition   (financial  or  otherwise),   results  of  operation,   assets,
properties,  liabilities,  business or prospects of any of Seller (collectively,
and together with the Leases, Employment Agreements, Company Plans and all other
agreements  required to be  disclosed  on any  Schedule to this  Agreement,  the
"MATERIAL AGREEMENTS").  The Seller have previously furnished to Purchaser true,
complete and correct copies of all written agreements,  as amended,  required to
be listed on SCHEDULE 4.28.

                  (b) Except as set forth on Schedule 4.28, none of the Material
Agreements  was entered into outside the ordinary  course of business of Seller,
contains  any  unusual,  onerous or  burdensome  provisions  that will impair or
adversely effect in any material way the operations of Seller,  or is reasonably
likely to be performed at a material loss.

                  (c) The Material  Agreements are each in full force and effect
and are the valid and legally  binding  obligations  of Seller,  enforceable  in
accordance  with  their  respective  terms.  Seller has not  received  or has no
knowledge  of any  notice  of  default  by  Seller  under  any  of the  Material
Agreements and to the best knowledge of Seller,  after due inquiry, no event has
occurred which,  with the passage of time or the giving of notice or both, would
constitute a default by Seller  thereunder.  To the best of Seller's  knowledge,
none of the  other  parties  to any of the  Material  Agreements  is in  default


                                       18
<PAGE>

thereunder,  nor has an event  occurred  which,  with the passage of time or the
giving  of  notice or both  would  constitute  a  default  by such  other  party
thereunder.  Neither  Seller nor Seller has  received  notice of any  pending or
threatened  cancellation,  revocation  or  termination  of any  of the  Material
Agreements,  nor are any of them aware of any facts or circumstances which could
reasonably  be  expected  to  lead  to  any  such  cancellation,  revocation  or
termination.

                  (d) To the  best  of  Seller's  knowledge,  the  continuation,
validity and  effectiveness  of the Material  Agreements under the current terms
thereof  will in no way be  affected  by the  consummation  of the  transactions
contemplated by this Agreement.

                  4.29 GUARANTIES.  Except as set forth on SCHEDULE 4.29, Seller
is not a party to any Guaranty, and no Person is a party to any Guaranty for the
benefit of Seller.


                  4.30  PRODUCTS

                  (a) To the best of Seller's  knowledge,  each  Product sold by
Seller has been sold in  accordance  with the  specifications  under  which such
Product  normally  is and  has  been  manufactured  and  the  provisions  of all
applicable laws or regulations.

                  (b)  Except as set  forth on  SCHEDULE  4.30B,  to the best of
Seller's  knowledge,  no Products have at any time been  recalled,  withdrawn or
suspended by Seller in the United States or elsewhere, voluntarily or otherwise,
and there are no  completed  or pending  proceedings  or, to the best of Seller'
knowledge,  threatened proceedings,  in the United States or elsewhere,  seeking
the recall, withdrawal, suspension or seizure of any Product. Neither Seller nor
any of their agents have received any  regulatory  letters,  warning  letters or
letters of adverse  findings  relating to any of Seller or any of their existing
products or products under development.

                  (c)  Except  as set  forth  on  SCHEDULE  4.30C,  to the  best
knowledge of Seller  after due  inquiry,  there exists no set of facts (i) which
could furnish a reasonable basis for the recall, withdrawal or suspension of any

                                       19
<PAGE>

product registration,  product license, manufacturing license, wholesale dealers
license,  export license or other governmental  license,  approval or consent of
any governmental or regulatory authority with respect to any Product, (ii) which
could  furnish a reasonable  basis for the recall,  withdrawal  or suspension by
order of any state,  federal or foreign  court of law of any  Product,  or (iii)
which could have a material  adverse  effect on the  continued  operation of any
facility  of any of  Seller  or which  could  otherwise  cause  any of Seller to
recall, withdraw or suspend any such Product from the market.

                  4.31 ENVIRONMENTAL MATTERS. To the best of Seller's knowledge,
neither the Leased  Property nor any other property used by any of Seller in the
past, has been used by any of Seller or any other Person to manufacture,  treat,
store, or dispose of any hazardous  substance or any other  regulated  material,
and such property is free of all such substances and materials.

                  4.32 DISCLOSURE.  No  representation or warranty of the Seller
contained in this Agreement, and no statement,  report, or certificate furnished
by or on behalf  of the  Seller or any of  Seller  to  Purchaser  or its  agents
pursuant  hereto or in  connection  with the  transactions  contemplated  hereby
contains or will  contain any untrue  statement  of a material  fact or omits to
state a material fact necessary in order to make the statements contained herein
or  therein  not  misleading  or omits or will  omit to  state a  material  fact
necessary  in order to provide a  prospective  purchaser of the Shares with full
and proper information as to the business,  financial condition, assets, results
of  operation  or  prospects  of  Seller  and  the  value  of  their  respective
properties.  Furthermore,  Seller acknowledge that they are aware that Purchaser
is expressly  relying upon the accuracy of the  representations  and  warranties
contained in this Agreement in connection this transaction.

                  4.33 NO WINDING UP. There has been no resolution,  petition or
order for the winding up of the Company and no receiver  has been  appointed  in
respect thereof or any part of the assets thereof, nor are any such resolutions,
orders and appointments imminent or likely.

                  4.34 CONVERSION/GENERAL  RELEASE. As additional  consideration
for the sale of the Shares  pursuant to this  Agreement,  Seller shall cause its
noteholders to convert to Common Stock and to  unconditionally  and  irrevocably
release and forever  discharges,  effective as of the Closing  Date,  Seller and
their representatives,  officers, directors,  employees and agents, from any and

                                       20
<PAGE>

all rights, claims, demands,  judgments,  obligations,  liabilities and damages,
whether  accrued or  unaccrued,  asserted or  unasserted,  and whether  known or
unknown,  relating to Seller which ever  existed,  now exist,  or may  hereafter
exist, by reason of any tort, breach of contract,  violation of law or other act
or failure to act which shall have  occurred at or prior to the Closing Date, or
in relation to any other liabilities of the Seller.
Intentionally Omitted.

                  4.35 ACCOUNTS AND NOTES RECEIVABLE.  The Seller or Seller have
delivered  to  Purchaser a true and  complete  aged list of unpaid  accounts and
notes receivable  (collectively,  the  "Receivables")  owing to the Seller as of
September 30, 1999 and shall  deliver to  Purchaser,  as of December 31, 1999, a
complete list of such Receivables.  All of such Receivables constitute only bona
fide,  valid and  binding  claims  arising  in the  ordinary  course of  Seller'
respective business at the aggregate recorded amount thereof, not subject to any
valid counterclaims or set-offs known to Seller, other than rebates,  discounts,
allowances  and returns  arising in the  ordinary  course of Seller'  respective
business, consistent with past practices. The reserves accrued and maintained in
the September 30, 1999,  Financial  Statements to provide for doubtful  accounts
of, valid  counterclaims  or set-offs by, rebates,  discounts and allowances to,
and returns from, any customers of Seller with respect to  Receivables  existing
at September 30, 1999,  were  established  in a manner  consistent  with Seller'
collection  experience  in prior  years.  The Seller  further  agree that if any
Receivables  of  Seller  provided  for  in  the  September  30,  1999  Financial
Statements  are not collected by Purchaser  then the provisions of Paragraph 5.3
and the Note shall be controlling with respect to Purchaser's right of off-set.

                  4.36  INVENTORIES.  Except as set forth on SCHEDULE  4.36, the
inventories of Seller (raw materials,  work-in-process and finished goods) shown
on the balance sheets  included in the Financial  Statements do not and will not
include any items below  standard  quality,  or any damaged or obsolete items or
items not salable in the ordinary  course of the business of Seller as currently
conducted or the value of which,  taken as a whole,  has not been fully  written
down or  reserved  against in the  Financial  Statements.  Seller  have and will
continue to have  adequate  quantities  and types of  inventory  to enable it to
conduct its business consistent with past practices and anticipated operations.

                                       21
<PAGE>

                  4.37  AVAILABILITY  OF  INFORMATION.  The  Seller  have had an
opportunity  to meet  personally  or by telephone  conference  with  officers or
representatives  of Purchaser and have been provided with a full  opportunity to
ask questions of and receive  answers from such persons  concerning the business
and  affairs  of  Purchaser,  its  past and  current  operations  and  financial
condition, its future plans and projections and the transactions provided for in
this Agreement.

                  4.38  CUSTOMER  CREDITS.  The amounts set forth on the Closing
Balance  Sheet  relating to amounts due  customers  for credits or  charge-backs
("Customer  Credits") are detailed in Schedule 4.38 annexed hereto.  To the best
of Seller's knowledge, the Customer Credits are the only credits or charge-backs
which Seller owes to its customers. The Customer Credits are valid and made have
been given by Seller in its ordinary  course of business,  consistent  with past
business practices.

                  4.39  BANKRUPTCY.   Seller  is  not  and  has  not  filed  for
bankruptcy.

                                    ARTICLE V

                              ADDITIONAL AGREEMENTS


                  5.1  SURVIVAL  OF  THE  REPRESENTATIONS  AND  WARRANTIES.  The
covenants,  representations and warranties of Purchaser and the Seller set forth
in this Agreement  shall survive the Closing Date and thereafter for a period of
two (2) years (except for tax  obligations  which shall have no limitation)  and
further subject to Paragraph 5.3, et. seq.

                  5.2 INVESTIGATION. The representations,  warranties, covenants
and agreements  set forth in this Agreement  shall not be affected or diminished
in any way by any investigation (or failure to investigate) at any time by or on
behalf  of  the  party  for  whose  benefit  such  representations,  warranties,
covenants and agreements  were made. All statements  contained  herein or in any
schedule,  certificate,   exhibit  or  list  delivered  pursuant  hereto  or  in
connection  with the  transactions  contemplated  hereby  shall be  deemed to be
representations and warranties for purposes of this Agreement.

                                       22
<PAGE>

                  5.3         INDEMNIFICATION

                  (a) BY SELLER.  Subject to Paragraph 5.3(d), Seller agrees, to
indemnify and hold harmless Purchaser and its directors, shareholders, officers,
employees and agents,  and its Affiliates  from,  against and in respect of, the
full amount of any and all liabilities,  damages, claims,  deficiencies,  fines,
assessments,  losses, taxes, penalties, interest, costs and expenses, including,
without  limitation,  reasonable fees and  disbursements  of counsel (all of the
foregoing being collectively referred to herein as the "Losses"),  arising from,
in  connection  with,  or incident to (i) any breach or  violation of any of the
representations,  warranties, covenants or agreements of the Seller contained in
this  Agreement  or in any  document  or  certificate  delivered  by  Seller  to
Purchaser  pursuant  hereto or in connection with the Closing to the extent such
breach exceeds $5,000 for any one item or $5,000 in the aggregate;  (ii) any and
all liabilities relating to Seller or Seller or their respective  businesses not
specifically  disclosed in the Financial  Statements;  (iii) any claims  against
Purchaser by a third party (i.e.,  stockholder  lawsuits)  under the  Securities
Act, the Exchange Act or other state laws,  rules or regulations  (collectively,
the "Applicable Laws"), (iv) any claims of Related Parties or Affiliates (v) any
and all actions, suits, claims, proceedings,  demands, assessments or judgments,
costs and expenses incidental to any of the foregoing.

                  (b) BY  PURCHASER.  Subject  to the  limitations  set forth in
Section 5.3(d), Purchaser agrees to indemnify and hold harmless the Seller from,
against and in respect of, the full amount of any and all Losses  arising  from,
in  connection  with,  or  incident  to any  breach or  violation  of any of the
representations,  warranties,  covenants or agreements of Purchaser contained in
this Agreement or in any document or certificate delivered by Purchaser at or in
connection with the Closing.

                  (c) INDEMNITY PROCEDURE. A party or parties hereto agreeing to
be responsible for or to indemnify against any matter pursuant to this Agreement
is referred to herein as the "Indemnifying Party" and the other party or parties
claiming indemnity is referred to as the "Indemnified Party".

                  An Indemnified  Party under this Agreement shall, with respect
to claims asserted against such party by any third party, give written notice to
each  Indemnifying  Party of any liability  which might give rise to a claim for
indemnity  under this  Agreement  within  forty-five  (45)  business days of the
receipt  of any  written  claim from any such  third  party,  but not later than
twenty (20) days prior to the date any answer or responsive pleading is due, and

                                       23
<PAGE>

with  respect  to  other  matters  for  which  the  Indemnified  Party  may seek
indemnification,  give prompt  written notice to the  Indemnifying  Party of any
liability  which might give rise to a claim for  indemnity;  provided,  however,
that  any  failure  to give  such  notice  will  not  waive  any  rights  of the
Indemnified Party except to the extent the rights of the Indemnifying  Party are
materially prejudiced thereby.

                  The Indemnifying Party shall have the right at its election to
take over the defense or  settlement of such claim by giving  written  notice to
the Indemnified Party at least three (3) business days prior to the time when an
answer or other responsive  pleading or notice with respect thereto is required.
If the  Indemnifying  Party makes such  election,  it may conduct the defense of
such claim through  counsel or  representative  of its choosing  (subject to the
Indemnified  Party's approval of such counsel or representative,  which approval
shall not be  unreasonably  withheld),  shall be responsible for the expenses of
such defense,  and shall be bound by the results of its defense or settlement of
the claim. The Indemnifying  Party shall not settle any such claim without prior
notice to and  consultation  with the Indemnified  Party, and no such settlement
involving any equitable  relied or which might have a material adverse effect on
the Indemnified Party may be agreed to without its written consent, (which shall
not be unreasonably  withheld).  So long as the Indemnifying Party is diligently
contesting any such claim in good faith, the Indemnified Party may pay or settle
such claim only at its own expense. If the Indemnifying Party does not make such
election, or having made such election does not in the reasonable opinion of the
Indemnified Party proceed  diligently to defend such claim, then the Indemnified
Party may,  (after written notice to the  Indemnifying  Party) at the expense of
the  Indemnifying  Party,  take over the  defense of and  proceed to handle such
claim in its reasonable  discretion and the Indemnifying Party shall be bound by
any defense or settlement that the Indemnified Party may make in good faith with
respect to such claim.  The parties  agree to cooperate in defending  such third
party claims and the defending  party shall have access to records,  information
and  personnel in control of the other party or parties  which are  pertinent to
the defense thereof.

                  With   regard   to   claims   of  third   parties   for  which
indemnification is payable hereunder,  such indemnification shall be paid by the
Indemnifying  Party  upon the  earlier  to occur of: (i) the entry of a judgment
against  the  Indemnified  Party and the  expiration  of any  applicable  appeal
period,  or if  earlier,  five (5) days  prior  to the  date  that the  judgment

                                       24
<PAGE>

creditor  has  the  right  to  execute  the  judgment;  (ii)  the  entry  of  an
unappealable judgment or final appellate decision against the Indemnified Party;
or (iii) a settlement of the claim. Notwithstanding the foregoing, provided that
there is no dispute as to the  applicability  of  indemnification,  expenses  of
counsel to the  Indemnified  Party shall be reimbursed on a current basis by the
Indemnifying  Party if such expenses are a liability of the Indemnifying  Party.
With regard to other claims for which indemnification is payable hereunder, such
indemnification  shall be paid promptly by the Indemnifying Party upon demand by
the Indemnified Party.

                  (d) LIMITATIONS.  Indemnification of Seller by Purchaser is up
to purchase price actually received by Seller and shall include  indemnification
for losses  incurred by Seller as a result of Purchaser's  failure to assume and
fulfill Seller's stated liabilities (to the extent that Seller has any liability
at law to such creditors).

                  (1)  Notwithstanding  the  foregoing,  Seller to also  defend,
indemnify and hold  Purchaser and its affiliates  harmless from all  stockholder
lawsuits arising prior to or as a result of this transaction.  In the event that
Seller's and or its officers and directors actions are judicially  determined to
be ultra  vires or are  unenforceable  under  law or  equity  and  Purchaser  is
required  to return  the  shares in Seller to Seller or its  stockholder,  then,
Seller shall pay a break-up fee equal to $500,000.  Seller acknowledges that the
foregoing is fair and reasonable under the circumstances.

                  5.4 ESCROW OF COMPANY SHARES.  Notwithstanding anything herein
to the  contrary,  the parties  hereto  agree  that,  as of the  Closing,  up to
$150,000 in liabilities of the Company may remain.  Accordingly, at the Closing,
the Company shall issue in the name of Right2Web Company Shares  representing an
additional 2% of the issued and outstanding shares of the Company's Common Stock
on a fully  diluted  basis (the  "Escrow  Shares").  The Escrow  Shares shall be
delivered  to  Rosen &  Tetelman,  LLP to be  held  in  escrow  and  applied  in
accordance  with the provisions of this Section . To the extent that,  after the
Closing,  the Company is required to pay any  liability  which existed as of the
Closing,  Rosen & Tetelman,  LLP is hereby  authorized to deliver to the Company
such number of Escrow  Shares  (valued at $______ per share)  equivalent  to the
amount of liabilities so paid. To the extent that Rosen & Tetelman,  LLP retains
any Escrow Shares after eighteen months from date of Closing,  such Shares shall
be returned to the Company for retirement or as treasury  shares.  The foregoing

                                       25
<PAGE>

shall be in addition to any remedies available to Right2Web set forth in Section
5.3  hereof.  The  parties  acknowledge  that Rosen &  Tetelman,  LLP  presently
represents Right2Web and will represent the Company after the Closing and hereby
consent to having Rosen & Tetelman,  LLP act as escrow agent hereunder and agree
to indemnify and hold harmless Rosen & Tetelman, LLP from any liability, loss or
damage suffered or incurred by Rosen & Tetelman, LLP acting hereunder.

                  5.5 REGISTRATION  RIGHTS  AGREEMENT.  The Seller and Purchaser
shall  enter  into at  Closing,  a  Registration  Rights  Agreement  in the form
attached as Exhibit 5.5.

                                   ARTICLE VI

                    CLOSING; DELIVERIES; CONDITIONS PRECEDENT


                  6.1  CLOSING  AND   DELIVERIES.   Subject  to  the  terms  and
conditions set forth herein, The transfers and deliveries to be made pursuant to
this  Agreement  shall take place at the offices of Rosen & Tetelman,  LLP,  501
Fifth Avenue, New York, New York 10017 on March 15, 2000 (the "Closing"),  or on
such other date and at such other place as may be agreed to by the parties.  All
proceedings to be taken and all documents to be executed at the Closing shall be
deemed  to have  been  taken,  delivered  and  executed  simultaneously,  and no
proceeding  shall be deemed  taken nor  documents  deemed  executed or delivered
until all have been taken, delivered and executed.

                  (A) At Closing,  the Seller  shall  deliver to  Purchaser  the
following documents :

                  (i) the certificates  representing  the Shares,  together with
stock powers duly executed in blank;

                  (ii)  the  effective  written  resignations  of  each  of  the
directors and officers of Seller;

                  (iii) the minute books of Seller,  including  their  corporate
seals,   unissued  stock   certificates,   stock   registers,   Certificates  of
Incorporation, bylaws and corporate minutes;


                                       26
<PAGE>

                  (iv) the Seller shall issue to Purchaser  and deliver to Rosen
& Tetelman, LLP a certificate representing the Escrow Shares (as defined below);

                  (v) an original Registration Rights Agreement;

                  (vi)  certificates  issued by the  Secretary of State or other
similar appropriate governmental department, as to the good standing of Seller;

                  (vii)  the  books,  records,  files  and  remaining  assets of
Seller;

                  (viii)  such  other  documents  as  Purchaser  may  reasonably
request  (including  resignation  of Duane Mayo as a director  and  officer  and
change of bank account signatory authority as may be directed by Purchaser);

                  (ix) a  certificate  of an  officer of Seller as to certain of
the  representations  and warranties set forth in Section 4 hereof (as Purchaser
may  request),  being true and  correct  on the date of  Closing  and such other
matters as Purchaser may reasonably request;

         (B) At  Closing,  Purchaser  shall  deliver  to  Seller  the  following
documents from Purchaser:

                      (i) the Note;

                      (ii) a counterpart of the Registration Rights Agreement;

                      (iii) such other  documents and  instruments as the Seller
may reasonably request.

                  6.2 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PURCHASER.  All
of the  obligations  of  Purchaser  under  this  Agreement  are  subject  to the
satisfaction or waiver by Purchaser at or prior to the Closing of each and every
one of the following conditions.

                      (A)    REPRESENTATIONS    AND    WARRANTIES    TRUE.   The
representations  and  warranties  of  the  Seller  contained  herein  or in  any
certificate  or  other  document  delivered  pursuant  to this  Agreement  or in
connection with the transactions  contemplated  hereby shall be true and correct
in all material


                                       27
<PAGE>

respects  (except for  representations  and warranties  which are by their terms
qualified by materiality (or except to the Seller's  knowledge),  which shall be
true and correct in all respects) as of the Closing Date with the same force and
effect as though made on and as of such date.

                      (b)  PERFORMANCE.  The  Seller  shall have  performed  and
complied in all material  respects  with all of the  agreements,  covenants  and
obligations  required  under this  Agreement to be performed or complied with by
them on or prior to the Closing Date.

                      (c) NO  MATERIAL  ADVERSE  CHANGE.  Except  as  set  forth
herein,  there shall not have  occurred any event or condition of any  character
which has affected or may adversely affect in any material  respect  Purchaser's
ability to operate the business of Purchaser as such business is currently being
operated,  and no event or condition  shall have  occurred  which has  adversely
affected  or  may  adversely  affect  in  any  material  respect  the  condition
(financial  or otherwise)  of any Seller or any of Seller'  assets,  liabilities
(whether  accrued,  absolute,  contingent or otherwise),  earnings,  book value,
business or operations .

                      (d) SELLER'S CERTIFICATE.  The Seller shall have delivered
to Purchaser a certificate dated the Closing Date,  certifying in such detail as
Purchaser  may  reasonably  request,  that the  conditions  specified in Section
6.2(a),  (b) and (c) above have been  fulfilled  and as to such other matters as
Purchaser may reasonably request.

                      (e) NO  LITIGATION.  No  litigation,  arbitration or other
legal or administrative proceeding shall have been commenced or be pending by or
before any court,  arbitration panel or governmental  authority or official, and
no statute,  rule or  regulation  of any foreign or domestic,  national or local
government  or agency  thereof  shall have been  enacted  after the date of this
Agreement,  and no judicial or administrative  decision shall have been rendered
which enjoins or prohibits,  or seeks to enjoin or prohibit, the consummation of
all or any of the transactions contemplated by this Agreement.

                      (f) CONSENTS. Purchaser and the Seller shall have obtained
all material authorizations,  consents, waivers and approvals as may be required
to consummate the transactions contemplated by this Agreement.


                                       28
<PAGE>

                      (g) RECEIPT OF  DOCUMENTS.  Purchaser  shall have received
each item set forth in Section  6.1(A)  herein,  required to be delivered by the
Seller to Purchaser on or prior to the Closing Date.

                      (h) PURCHASER  BOARD  APPROVAL.  The Board of Directors of
Purchaser  shall have approved the execution,  delivery and  performance of this
Agreement by Purchaser.

                      (i) CREDITOR APPROVAL.  Deutsche Bank shall have consented
to the transactions  contemplated by this Agreement in a manner  satisfactory to
Purchaser in its sole discretion..

                      (j) FINANCIAL  STATEMENTS.  Purchaser  shall have received
the unaudited  Financial  Statements of Seller for the period ended December 31,
1999 , which  Financial  Statements  shall reflect  results which are consistent
with the  projections  of the  management of Seller  relating to such  Financial
Statements.

                      (h) ISSUANCE OF STOCK.  Seller  shall cause all  warrants,
options,  notes or other instruments to converted into equity or cancelled prior
to Closing.

                  6.3 CONDITIONS  PRECEDENT TO THE OBLIGATIONS OF SELLER. All of
the  obligations  of  the  Seller  under  this  Agreement  are  subject  to  the
satisfaction of or waiver by Seller at or prior to the Closing of each and every
one of the following conditions.

                      (a)  REPRESENTATIONS  AND  WARRANTIES  TRUE.  Each  of the
representations   and  warranties  of  Purchaser  contained  herein  or  in  any
certificate  or  other  document  delivered  pursuant  to this  Agreement  or in
connection with the transactions  contemplated  hereby shall be true and correct
in all material respects (except for representations and warranties which are by
their terms  qualified  by  materiality,  which shall be true and correct in all
respects)  as of the Closing  Date with the same force and effect as though made
on and as of such date.

                      (b)  PERFORMANCE.   Purchaser  shall  have  performed  and
complied in all material  respects  with all of the  agreements,  covenants  and
obligations required under this Agreement to be performed or complied with by it
on or prior to the Closing Date.

                                       29
<PAGE>

                      (c) NO  MATERIAL  ADVERSE  CHANGE.  No event or  condition
shall have occurred which has adversely  affected or may adversely affect in any
material  respect the condition  (financial or otherwise) of Purchaser or any of
its Subsidiaries.

                      (d) OFFICERS' CERTIFICATE.  Purchaser shall have delivered
to Seller a certificate  executed by its President or Chief  Executive  Officer,
dated the  Closing  Date,  certifying  in such  detail as Seller may  reasonably
request,  that the conditions  specified in Sections  6.3(a),  (b) and (c) above
have been fulfilled.

                      (e) NO  LITIGATION.  No  litigation,  arbitration or other
legal or administrative proceeding shall have been commenced or be pending by or
before any court,  arbitration panel or governmental  authority or official, and
no statute,  rule or  regulation  of any foreign or domestic,  national or local
government  or agency  thereof  shall have been  enacted  after the date of this
Agreement,  and no judicial or administrative  decision shall have been rendered
which enjoins or prohibits,  or seeks to enjoin or prohibit, the consummation of
all or any of the transactions contemplated by this Agreement.

                                   ARTICLE VII

                                    COVENANTS

                  7.1  ACCESS.  The Seller  shall,  and shall  cause  Seller to,
afford to Purchaser and its agents and  representatives,  access  throughout the
period prior to the Closing Date to the properties, books, records and contracts
of Seller,  for the purpose of  permitting  Purchaser to fully  investigate  and
perform a due diligence review of Seller,  their respective  businesses,  assets
and  properties,  and  financial  condition,  provided that such access shall be
granted  during normal  business  hours in such a manner as to not  unreasonably
interfere with Seller' normal business operations. During such period the Seller
shall furnish promptly to Purchaser copies of (i) all correspondence received or
sent by or on behalf of Seller from or to any  governmental  authority  and (ii)
all  other   information   and  documents   concerning  its  business,   assets,
liabilities,  properties  and  personnel as Purchaser  may  reasonably  request.
Purchaser  (or its agents)  will not,  prior to  Closing,  orally or in writing,
discuss  the terms  and  conditions  of the  transactions  contemplated  by this
Agreement with any employees,  officers, agents, vendors, customers,  lenders or
directors of Seller without the prior consent of Purchaser being obtained.


                                       30
<PAGE>

                  7.2 GENERAL CONFIDENTIALITY.  The Seller acknowledges that the
Intangible  Property and all other confidential or proprietary  information with
respect to the business and  operations of the Seller are valuable,  special and
unique assets of the Seller. The Seller shall not, at any time after the Closing
Date,  disclose,  directly or  indirectly,  to any Person,  or use or purport to
authorize any Person to use any  confidential  or proprietary  information  with
respect  to Seller or  Purchaser,  whether  or not for a  Seller'  own  benefit,
without  the prior  written  consent of  Purchaser  or unless  required  by law,
including without limitation, information as to the financial condition, results
of operations,  customers,  suppliers,  products,  products  under  development,
inventions,  sources,  leads or methods of  obtaining  new products or business,
Intangible Property,  pricing methods or formulas,  cost of supplies,  marketing
strategies or any other information relating to Seller or Purchaser, which could
reasonably be regarded as confidential.  The Seller  acknowledges that Purchaser
would  not  enter  into  this  Agreement  without  the  assurance  that all such
confidential and proprietary  information will be used for the exclusive benefit
of Seller.

                  7.3 ISSUANCE OF SHARES. Seller shall, prior to Closing,  cause
to be issued and issue or terminated,  as the case may be, all  certificates for
shares required to be issued by Seller pursuant to any options, warrants, notes,
purchase or other agreement requiring the issuance of Common Stock or additional
Common Stock.

                  7.4 POST-CLOSING TAX MATTERS.  Seller shall assist  Purchaser,
as  required  by  Purchaser,  in  filing,   challenging  or  responding  to  all
governmental authorities concerning all taxes, interest and penalties which have
been paid,  are due or may be due for all periods  arising  prior to the Closing
Date.  Seller  shall  prepare the 1995 tax returns for Seller and shall  provide
Purchaser with sufficient time to provide input into same.  Seller will not take
any deductions  not consistent  with past practices on Seller's 1995 tax returns
without obtaining  Purchaser's consent.  Seller will assist Purchaser and Seller
in preparing  for and  complying  with all taxing  authority  audit and document
requests, in a timely fashion.

                                  ARTICLE VIII

                                  MISCELLANEOUS

                                       31
<PAGE>

                  8.1 NOTICES. Any notice,  demand, claim or other communication
under this Agreement  shall be in writing and shall be deemed to have been given
upon the  delivery,  mailing  or  transmission  thereof,  as the case may be, if
delivered  personally  or sent by  certified  mail,  return  receipt  requested,
postage  prepaid,  or sent by  facsimile  or  prepaid  overnight  courier to the
parties at the addresses  set forth below their names on the signature  pages of
this Agreement (or at such other  addresses as shall be specified by the parties
by like notice). A copy of any notices shall be sent as follows:

                  Copies of all notices  delivered  to  Purchaser  shall also be
sent to:

                               Rosen & Tetelman
                               501 Fifth Avenue, Suite 1404
                               New York, New York 10017
                               Attention: Ted D. Rosen, Esq.
                               Fax No. (212) 972-3555



                   Copies of all notices  delivered  to the Seller shall be sent
to:

                              Mr. Duane Mayo


                              With a copy to:
                              Barry Kessler, Esq.
                              350 Fifth Ave.
                              New York, New York 10016


                  8.2 ENTIRE AGREEMENT.  This Agreement  (including the exhibits
and schedules  hereto) contains every obligation and  understanding  between the
parties relating to the subject matter hereof and merges all prior  discussions,
negotiations and agreements, if any, between them, and none of the parties shall
be  bound  by  any  conditions,  definitions,   understandings,   warranties  or
representations  other than as  expressly  provided  herein.  All  exhibits  and

                                       32
<PAGE>

schedules  attached  to  this  Agreement  are  expressly  made  a part  of,  and
incorporated  by reference into,  this  Agreement.  Any matter  disclosed on any
exhibit or schedule to this Agreement  shall be deemed to have been disclosed on
all other exhibits or schedules to this Agreement (if such has been specifically
cross-referenced) to the extent that it should have been disclosed on such other
exhibits or schedules.

                  8.3 BINDING  EFFECT.  This Agreement shall be binding upon and
inure to the  benefit of the  parties  hereto and their  respective  successors,
heirs, personal representatives, legal representatives, and permitted assigns.

                  8.4  PUBLICITY.  The  parties  hereto  agree to  cooperate  in
issuing any press release or other public announcement concerning this Agreement
or the transactions  contemplated hereby. Nothing contained herein shall prevent
any  party  from at any time  furnishing  any  information  to any  governmental
authority  which they are by law or  otherwise  so obligated to disclose or from
making any disclosure which its counsel deems necessary or advisable in order to
fulfill such party's disclosure obligations under applicable law or the rules of
the American Stock Exchange.

                  8.5  ASSIGNMENT.  This  Agreement  may not be  assigned by any
party without the written consent of the other party,  provided that,  Purchaser
may assign this Agreement to an Affiliate, without such written consent.

                  8.6 FURTHER  ASSURANCES.  The parties hereto shall deliver any
and all other instruments or documents  required to be delivered pursuant to, or
necessary or proper in order to give effect to, all of the terms and  provisions
of this Agreement including,  without limitation, all necessary stock powers and
such other  instruments of transfer as may be necessary or desirable to transfer
ownership  of the Shares.  Seller  shall cause to be delivered to Purchaser at a
place designated by Purchaser all files, records, documents, assets (tangible or
intangible) of Seller.

                  8.7  WAIVER  AND  AMENDMENT.  Any  representation,   warranty,
covenant,  term or condition of this Agreement which may legally be waived,  may
be waived, or the time of performance thereof extended, at any time by the party
hereto  entitled to the benefit  thereof,  and any term,  condition  or covenant
hereof (including,  without limitation, the period during which any condition is
to be  satisfied  or any  obligation  performed)  may be amended by the  parties
thereto at any time. Any such waiver,  extension or amendment shall be evidenced

                                       33
<PAGE>

by an  instrument  in  writing  executed  by  Seller  (in the case of a  waiver,
extension  or  amendment  agreed  to by  Seller)  or,  in the case of a  waiver,
extension or  amendment  agreed to by  Purchaser,  on behalf of Purchaser by its
Chairman,  President  or any  Vice  President  or  other  person,  who has  been
authorized  by  its  Board  of  Directors  to  execute  waivers,  extensions  or
amendments  on its behalf.  No waiver by any party  hereto,  whether  express or
implied,  of its rights under any provision of this Agreement shall constitute a
waiver of such  party's  rights  under  such  provisions  at any other time or a
waiver of such party's rights under any other  provision of this  Agreement.  No
failure  by any party  thereof  to take any  action  against  any breach of this
Agreement  or default by another  party shall  constitute a waiver of the former
party's  right to enforce  any  provision  of this  Agreement  or to take action
against such breach or default or any subsequent breach or default by such other
party.

                  8.8 NO THIRD PARTY  BENEFICIARY.  Except for the provisions of
Section  5.3,  nothing  expressed or implied in this  Agreement is intended,  or
shall be  construed,  to confer  upon or give any Person  other than the parties
hereto   and   their   respective   heirs,   personal   representatives,   legal
representatives,  successors and permitted assigns, any rights or remedies under
or by reason of this Agreement.

                  8.9  SEVERABILITY.  In the  event  that any one or more of the
provisions  contained  in this  Agreement  shall be  declared  invalid,  void or
unenforceable, the remainder of the provisions of this Agreement shall remain in
full force and effect, and such invalid,  void or unenforceable  provision shall
be interpreted as closely as possible to the manner in which it was written.

                  8.10  EXPENSES.  Each party  agrees to pay,  without  right of
reimbursement  from the other  party,  the costs  incurred by it incident to the
performance of its obligations  under this Agreement and the consummation of the
transactions contemplated hereby, including,  without limitation, costs incident
to the preparation of this Agreement, and the fees and disbursements of counsel,
accountants and consultants employed by such party in connection herewith.

                  8.11  HEADINGS.  The section and other  headings  contained in
this Agreement are for reference  purposes only and shall not affect the meaning
or interpretation of any provisions of this Agreement.

                                       34
<PAGE>

                  8.12  COUNTERPARTS.  This  Agreement  may be  executed  in any
number of  counterparts,  each of which shall be deemed an  original  but all of
which together shall constitute one and the same instrument.

                  8.13 TIME OF THE ESSENCE.  Wherever  time is specified for the
doing or  performance  of any act or the  payment  of any  funds,  time shall be
considered of the essence.

                  8.14  INJUNCTIVE  RELIEF.  It is possible that remedies at law
may be  inadequate  and,  therefore,  the  parties  hereto  shall be entitled to
equitable relief including,  without  limitation,  injunctive  relief,  specific
performance  or other  equitable  remedies  in  addition  to all other  remedies
provided hereunder or available to the parties hereto at law or in equity.

                  8.15 REMEDIES  CUMULATIVE.  No remedy made available by any of
the  provisions  of this  Agreement  is  intended to be  exclusive  of any other
remedy,  and each and every remedy shall be cumulative  and shall be in addition
to every other remedy given hereunder or now or hereafter  existing at law or in
equity.

                  8.16  GOVERNING  LAW. This Agreement has been entered into and
shall be construed and enforced in accordance  with the laws of the State of New
York without reference to the choice of law principles thereof.

                  8.17  JURISDICTION AND VENUE.  This Agreement shall be subject
to the exclusive  jurisdiction  of the courts of New York County,  New York. The
parties to this Agreement agree that any breach of any term or condition of this
Agreement  shall be deemed to be a breach  occurring in the State of New York by
virtue of a failure to perform an act  required to be  performed in the State of
New York and irrevocably  and expressly  agree to submit to the  jurisdiction of
the courts of the State of New York for the purpose of  resolving  any  disputes
among the parties  relating to this Agreement or the  transactions  contemplated
hereby.  The parties  irrevocably waive, to the fullest extent permitted by law,
any objection which they may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating to this Agreement,  or any
judgment entered by any court in respect hereof brought in New York County,  New
York,  and  further  irrevocably  waive  any  claim  that any  suit,  action  or
proceeding  brought  in New  York  County,  New  York  has  been  brought  in an
inconvenient forum.

                                       35
<PAGE>

                  8.18 MUTUAL  COOPERATION.  The parties  hereto will  cooperate
with each other, and will use all reasonable efforts to cause the fulfillment of
the conditions to the parties' obligations hereunder,  and to obtain as promptly
as possible all  consents,  authorizations,  orders or  approvals  from each and
every third party, whether private or governmental,  required in connection with
the transactions contemplated by this Agreement.

                  8.19 REPRESENTATION BY COUNSEL.  Seller represents that it has
been  represented by Barry Kessler,  Esq. and Purchaser has been  represented by
Rosen & Tetelman,  LLP in connection with this Stock Purchase Agreement.  Seller
and Purchaser  acknowledge  that Rosen & Tetelman,  LLP has previously  acted as
special counsel to Seller and that Rosen & Tetelman,  LLP shall have no duty and
shall in fact be permitted to disclose any  confidential  information  (if any),
regarding  the Seller to  Purchaser.  Seller also  expressly  consents to permit
Rosen &  Tetelman,  LLP to act as counsel  to  Purchaser.  Purchaser  and Seller
acknowledge that Rosen & Tetelman,  LLP, was responsible for the introduction of
Purchaser to Seller and that  Purchaser will be  compensating  Rosen & Tetelman,
LLP for such  introduction.  Rosen & Tetelman,  LLP has advised  both Seller and
Purchaser that they should seek independent counsel in this transaction and that
by their respective  signature below, they are expressly consenting to the terms
of this transaction and to Rosen & Tetelman,  LLP's potential  inherent conflict
of interest in the transaction.

                      IN WITNESS WHEREOF,  the parties hereto have each executed
and delivered this Agreement as of the day and year first above written.

                                                  Purchaser
                                                  Right2Web.com, Inc.


                                                  By: S/JEFFREY LEVENTHAL
                                                     ---------------------------
                                                  Name: JEFFREY LEVENTHAL
                                                  Title: PRESIDENT


                                                  Seller:
                                                  Augment Systems, Inc.


                                                  By: S/DUANE MAYO

                                                  Name: Duane  Mayo
                                                  Title: Chief Financial Officer

                                       36
<PAGE>



                                    SCHEDULES

4.3       No Violation or Conflict
4.6       Litigation
4.9       Charter and By-Laws of Seller
4.10      Subsidiaries/Investment
4.11      Capitalization/List of Stockholders
4.13      Financial Statements, List of Accounts Receivable and Inventory
4.16      Personal Property
4.17      Leased Property
4.18      Insurance
4.20      Rights/Intangible Property
4.22      Related Parties
4.23      Accounts
4.24      Personnel
4.26A     Employment Agreements
4.27A     Taxes Paid
4.27B     Tax Audits
4.27C     Names of Officers and Directors, Addresses, SS Nos.
4.28      Material Agreements
4.29      Guaranties
4.30B     Product Recalls
4.30C     Warranties
4.31      Environmental Matters
4.36      Inventories
4.38      Customer Credits

                                    EXHIBITS

Promissory Note
Stock Certificate
Stock Power
Officer's Certificate
5.5 Registration Rights Agreement


                                       37