THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER

     THIS THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER,  dated as of November
2,1999 is among FUSION NETWORKS,  INC., a Delaware corporation  ("Fusion"),  IDM
ENVIRONMENTAL  CORP., a New Jersey  corporation  ("IDM"),  IDM/FUSION  HOLDINGS,
INC., a Delaware corporation ("Parent"),  and IDM/FNI ACQUISITION CORPORATION, a
Delaware corporation and a direct wholly owned subsidiary of Parent (the "Merger
Subsidiary").

     WHEREAS,  the parties  hereto  entered into an Agreement and Plan of Merger
dated August 18, 1999 (the "Agreement"), a First Amendment to Agreement and Plan
of Merger dated August 30, 1999 (the "First  Amendment") and a Second  Amendment
to  Agreement  and  Plan  of  Merger  dated  September  21,  1999  (the  "Second
Amendment").  Capitalized terms used and not otherwise defined herein shall have
the meaning set forth in the Agreement.

     WHEREAS,  the parties hereto desire to amend the Agreement in the following
respects.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged, the parties hereto agree as follow:

     1. Amendment to Section 6.16(b). Section 6.16(b) of the Agreement is hereby
amended to read in full as follows:

          (b) At the  Effective  Time,  the Parent shall assume all  obligations
     under (a) under the Fusion  Networks  1999 Stock  Option  Plan and (b) each
     warrant issued by Fusion (the "Fusion Warrants") on or before the Effective
     Time pursuant to Fusion's ongoing capital raising efforts,  as permitted by
     Section 5.1(b) of the Agreement.  At the Effective Time,  each  outstanding
     option under the Fusion Plan and each Fusion Warrant to purchase  shares of
     Fusion  Common Stock shall be deemed to  constitute an option or warrant to
     acquire,  on the same terms and  conditions  as were  applicable  under the
     Fusion  Plan and the Fusion  Warrants,  the same number of shares of Parent
     Common  Stock as the holder of such options or Fusion  Warrants  would have
     been entitled to receive  pursuant to the Merger had such holder  exercised
     such options or warrants in full  immediately  prior to the Effective  Time
     (rounded  downward  to the  nearest  whole  number),  at a price  per share
     (rounded  downward  to the nearest  whole cent) equal to (y) the  aggregate
     price payable for the shares of Fusion Common Stock purchasable pursuant to
     such options or the Fusion Warrants immediately prior to the Effective Time
     divided  by (z) the number of full  shares of Parent  Common  Stock  deemed
     purchasable  pursuant to such options or the Fusion  Warrants in accordance
     with the foregoing.

     2.  Ratification of Remaining  Terms.  Except as amended hereby,  all other
terms of the  Agreement,  the First  Amendment  and the Second  Amendment  shall
remain in full force and effect.

     IN WITNESS  WHEREOF,  each of the parties has caused this  Amendment  to be
executed on its behalf on the day and year first above written.

IDM ENVIRONMENTAL CORP.                  IDM/FNI ACQUISITION CORPORATION

By:   /S/ JOEL FREEDMAN                   By:   /S/ JOEL FREEDMAN
     ------------------------                 ----------------------------
Name: Joel Freedman                       Name: Joel Freedman
Title:President and                       Title:President and
      Chief Executive Officer                   Chief Executive Officer

IDM/FUSION HOLDINGS, INC.                FUSION NETWORKS, INC.

By:   /S/ JOEL FREEDMAN                   By:   /S/ HERNANDO BAHAMON
     -------------------------                ----------------------------
Name: Joel Freedman                       Name: Hernando Bahamon
Title:President and                       Title:President and
      Chief Executive Officer                   Chief Executive Officer