EXHIBIT 2.1



                          AGREEMENT AND PLAN OF MERGER

                    THIS  AGREEMENT  AND PLAN OF MERGER (this  "Agreement"),  is
 made and  entered  into as of August 1,  1998,  by and among THE  ENTERTAINMENT
 INTERNET,  INC., a Nevada  corporation  ("EINI"),  THE ENTERTAINMENT  INTERNET,
 INC., and California Corporation,  dba CASTNET.com.,  a wholly owned subsidiary
 of EINI ("CASTNET"),  and ONLY MULTIMEDIA  NETWORK  INCORPORATED,  a California
 corporation ("OMNI"), with reference to the following facts:

                                    RECITALS

                  A. WHEREAS,  OMNI is a privately held  California  corporation
engaged in the business of providing  internet  casting  services and  EINI is a
Nevada  corporation  not  currently  engaged  in any active  business,  which is
qualified to trade on the NASD Bulletin Board pursuant to a currently  effective
Rule 15(c)(2)(11) filing with the Securities and Exchange Commission; and

                   B. WHEREAS,  the Board of Directors of OMNI believes it would
be beneficial to OMNI's ability to finance its business to merge into a publicly
traded shell corporation such as EINI; and

                  C. WHEREAS, EINI received cash compensation of $125,000 (which
was paid out pursuant to a  Consulting  Agreement by EINI to Peter Berney or his
affiliates) as otherwise  described herein,  and the acquisition of an operating
business to enhance the trading market and value of its shares;

                  D. WHEREAS, the parties have determined it will be in the best
interest of the merged  entity to be operated as a wholly  owned  subsidiary  of
EINI; and

                  E.  WHEREAS,  subject  to the  terms  and  conditions  of this
Agreement,  OMNI will merge with and into  CASTNET  which will be the  surviving
corporation (the "Merger"); and

                   F. WHEREAS,  each outstanding  option,  warrant,  convertible
note,  and share of common and  preferred  stock of OMNI will be  converted on a
one-for-one basis into an equal number options, warrants, convertible notes, and
shares  of  Rule  144  restricted  common  and  preferred  stock  of  EINI  upon
consummation of the Merger; and

                  G. WHEREAS,  the Boards of Directors of OMNI and EINI, deeming
the above described merger as desirable in the best interest of their respective
shareholders,  have approved and authorized this merger subject to the terms and
conditions herein;

                                       1
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                                    AGREEMENT

     NOW,  THEREFORE,  in  consideration  of the foregoing  facts and the mutual
covenants,  representations,  warranties and agreements  herein  contained,  the
parties hereto agree as follows:

                                    ARTICLE I

                             (INTENTIONALLY OMITTED)

                                   DEFINITIONS

                                    ARTICLE 2

                                   THE MERGER

     2.1 The Merger .

     (a) As of the date of this Agreement, EINI has outstanding 9,600,000 shares
of common stock held by approximately  35 shareholders.  One of the shareholders
of EINI is Bristol  Asset  Management  IV, LLC  ("Bristol")  which  acquired (i)
2,400,000 shares of common stock from the pre-existing  shareholders of EINI and
(ii) 3,000,000  restricted shares of common stock in contemplation of the merger
for  consideration in the amount of $125,000 to EINI. EINI then paid $125,000 as
a fee to Peter Berney for services provided in contemplation of the merger.

     (b) In connection with the formation of CASTNET,  EINI will issue 8,852,279
shares of EINI Common Stock, 5,400 shares of EINI Preferred Stock to CASTNET and
warrants,  option and convertible  notes,  convertible  into 5,854,721 shares of
EINI Common Stock (the "New EINI Shares"). The New EINI Shares will be issued as
private  placement  shares  subject to  Regulation  D as a private  placement of
unregistered  shares,  and subject to legend and resale  restrictions under Rule
144.  The  8,852,279  shares  of EINI  Common  Stock  and  5,400  shares of EINI
Preferred  Stock  held  by  CASTNET,  upon  completion  of the  Merger,  will be
exchanged for each share of OMNI Common Stock and OMNI Series B Preferred  Stock
on a one-for-one basis as of the Effective Time.

     (c) In  connection  with the Merger,  each holder of  warrants,  options or
convertible notes of OMNI will receive an identical instrument in EINI, in terms
of all rights  preferences  and  privileges,  and CASTNET  will be operated as a
wholly  owned  subsidiary  of  EINI,  which  shall  own  all of the  issued  and
outstanding shares of CASTNET. All debts,  liabilities,  obligations,  contracts
and assets of OMNI will, by operation of law as of

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the Effective Time, become the debts,  obligations,  contracts,  liabilities and
assets of CASTNET.

                   2.2  Certificate  of Merger. A  certificate  of merger,  (the
 "Certificate  of  Merger"),  shall be prepared,  executed and  delivered to the
 Secretary of State of the State of California (the "California  Secretg[y") for
 filing on the Closing Date in accordance  with the General  Corporation  Law of
 the State of California (the "Corporation Law").

                   2.3 Effective  Time.  The Merger shall become  effective upon
 the  filing of the  Certificate  of Merger  with the  California  Secretary  in
 accordance with the provisions of the Corporation Law. The date and time of the
 filing with the  California  Secretary is referred to herein as the  "Effective
 Time."

                   2.4 Tax-Free Merger. The parties intend that the Merger  will
be treated as a tax-free  reorganization  and  nonrecognition  transaction under
Section 368 of the Internal Revenue Code of 1986, as amended.

                                    ARTICLE 3

                              EFFECT OF THE MERGER

                  3.1 General.  At the Effective Time, the separate existence of
OMNI shall  cease and  CASTNET  shall  continue  as the  surviving  corporation,
subject to Section 3.6  (CASTNET  sometimes  is referred to  hereinafter  as the
"Surviving Corporation"), and shall possess all the rights, privileges,  powers,
immunities  and  franchises,  of a public as well as a private  nature,  of OMNI
(referred to hereinafter as the "Disappearing Corporation"); all property, real,
personal  and  mixed,  and  all  debts  due  on  whatever   account,   including
subscriptions for shares stock options and warrants,  and all choices in action,
and  all  and  every  interest,  of or  belonging  to or  due  the  Disappearing
Corporation  shall be taken and  deemed to be  transferred  to and vested in the
Surviving  Corporation  without  further act or deed;  and the title to any real
estate,  or any interest therein,  vested in the Disappearing  Corporation shall
not revert or be in any way impaired by reason of the Merger. From and after the
Effective  Time, the Surviving  Corporation  shall be responsible and liable for
all the liabilities and obligations of the  Disappearing  Corporation so merged,
and any claim  existing  or Action  or  proceeding  pending  by or  against  the
Disappearing Corporation may be prosecuted as if the Merger had not taken place,
or the Surviving  Corporation  may be  substituted  in its place.  The Surviving
Corporation  shall have all the rights,  privileges,  immunities  and powers and
shall be subject to all the duties and  liabilities  of a corporation  organized
under the  Corporation  Law, and neither the rights of  creditors  nor any Liens
upon the  property  of the  Disappearing  Corporation  shall be  impaired by the
Merger, all with the effect set forth in the Corporation Law.

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                    3.2  Conversion of  Securities.  At the  Effective  Time, by
  virtue of the  Merger and  without  any action on the part of any Party or the
  holder of any of the following securities:

                           (a)   Each  share of  OMNI Common  Stock  issued  and
outstanding immediately prior to the Effective Time and owned beneficially or of
record by OMNI  shareholders  shall be  converted  into and become  one  validly
issued,  fully paid and nonassessable  share of common stock, $.01 par value per
share, of EINI (the "New EINI Shares") in a 1: 1 exchange ratio.

                           (b)  Each  share  of OMNI  Common  Stock  issued  and
outstanding  immediately prior to the Effective Time and held by OMNI (including
shares held as treasury stock) or owned beneficially or of record by EINI or any
direct or indirect  subsidiary  of EINI shall be canceled  and no  consideration
shall be delivered in exchange therefor.

                           (c) Each  share  of OMNI  Series  B  Preferred  Stock
outstanding immediately prior to the Effective Time and owned beneficially or of
record by OMNI  shareholders  shall be  converted  into and become  one  validly
issued,  fully paid and  nonassessable  share of EINI Series B Preferred  Stock,
$500 par value per share (the "EINI Preferred Shares ").

                           (d) Each option,  warrant,  and  convertible  note of
OMNI  outstanding  immediately  prior to the Effective  Time shall be assumed by
EINI and shall be deemed to constitute an option,  warrant or convertible  note,
as the case may be, to acquire,  on the terms and conditions as were  applicable
under such option,  warrant, or convertible note, the same number of EINI common
stock as the holder of such option,  warrant or convertible note would have been
entitled to receive pursuant to the Merger had such holder exercised such option
or warrant, or converted such convertible note, in full immediately prior to the
Effective  Time (not  taking  into  account  whether  such  option,  warrant  or
convertible  note was in fact  exercisable or convertible at such time). As soon
as practicable after the Effective Time, EINI shall deliver to each holder of an
OMNI  option,   warrant  and   convertible   note  an  instrument  in  EINI,  in
substantially  identical terms of all rights,  preferences and privileges as the
OMNI option, warrant and convertible note, as the case may be.

                  3.3 Dissenting Shares.  Notwithstanding  any provision of this
Agreement to the contrary,  dissenting  shares as defined in the Corporation Law
("Dissenting  Shares")  shall not be converted into the right to receive the New
EINI Shares at or after the  Effective  Time unless and until the holder of such
Dissenting  Shares  withdraws his or her demand for payment of the fair value of
such shares in  accordance  with  Article 13 of the  Corporation  Law or becomes
ineligible for such payment. If a holder of Dissenting Shares shall withdraw his
or her demand for  payment of the fair value of such shares in  accordance  with
Article 13 of the  Corporation  Law or shall become  ineligible  to receive such
payment,  then, as of the later of the Effective  Time or the occurrence of such
event, such holder's Dissenting Shares shall be automatically converted into and
represent the right to receive the New EINI Shares. OMNI

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 shall give EINI  prompt  notice of any  notices of intent to assert  dissenters
 rights  and to demand  payment  or  withdrawals  of notices of intent to assert
 dissenters  rights and to demand  payment  and will not,  except with the prior
 written consent of EINI,  settle or compromise or offer to settle or compromise
 any such  notices,  voluntarily  make any payment with respect to any notice of
 intent to demand  payment for shares of OMNI Common Stock or Series B Preferred
 Stock or approve any  withdrawal of any such notice.  Each holder of Dissenting
 Shares  shall have only such rights and  remedies as are granted to such holder
 under the Corporation Law.

                   3.4     Exchange of Certificates and EINI Exchange Fund.

     (a) Prior to the Closing Date, EINI shall appoint its transfer agent to act
as exchange agent (the "Exchange Agent") in the Merger.

     (b) Not later than five (5) business days prior to the Effective Time, EINI
shall deposit,  or cause to be deposited,  with the Exchange Agent, for exchange
in accordance  with this Section 3.4, the requisite  number of EINI Shares to be
exchanged equally for the Outstanding Shares (the "EINI Exchange Fund").

     (c) As soon as  practicable  after the Effective  Time,  the Exchange Agent
shall  mail to each  holder  of  record  a  certificate  or  certificates  which
represent Outstanding Shares (the "Certificates"),  a letter of transmittal (the
"Letter of Transmittal")  for use in effecting the surrender of the Certificates
in exchange for the EINI Shares. Upon surrender of a Certificate to the Exchange
Agent and a duly executed and  completed  Letter of  Transmittal,  the holder of
such  Certificate  (the  "Holder") shall be  entitled  to  receive  in  exchange
therefor as soon as practicable one share of EINI stock  equivalent to the class
or series of OMNI Stock represented by the Certificate being  surrendered.  Each
Certificate  surrendered shall forthwith be canceled. At the Effective Time, the
Holder of a  Certificate  shall  have no rights  with  respect to shares of OMNI
Common Stock other than to surrender such  Certificate  pursuant to this Section
3.4 or, if the Holder  holds  Dissenting  Share,  to demand  payment of the fair
value thereof  pursuant to Article 13 of the  Corporation Law or to exercise any
other rights under the Corporation Law.

     (d) The  Exchange  Agent shall  follow the same  procedure  with respect to
lost,  stolen or mutilated  Certificates  as OMNI followed with respect to lost,
stolen or mutilated certificates prior to the Effective Time.

     (e) Neither  EINI,  CASTNET nor any other Party hereto shall be liable to a
holder  of  OMNI  Common  Stock/Shares  for  any  certificates  delivered  to  a
Governmental  Authority pursuant to applicable  abandoned property,  escheat and
other Laws.

                  3.5 No  Transfers  of Stock After  Effective  Time.  After the
Effective Time,  there shall be no transfers of any shares of OMNI Shares on the
stock transfer books of the Surviving Corporation. If, after the Effective Time,
Certificates are presented to the

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 Surviving  Corporation,  they  shall be  forwarded  to the  Exchange  Agent and
 exchanged in accordance with Section  3.4(c),  subject to applicable law in the
 case of Dissenting Shares.

                   3.6      Certificate of Incorporation and Bylaws.

     (a) The  Articles of  Incorporation  of CASTNET in effect at the  Effective
Time shall be the Articles of Incorporation of the Surviving Corporation.

     (b) The  Bylaws of  CASTNET  in effect at the  Effective  Time shall be the
Bylaws of the Surviving Corporation.

                                    ARTICLE 4

                           PROXY STATEMENT PROSPECTUS

                  4.1 Notice to OMNI  Shareholders.  OMNI shall,  in  accordance
with the Corporation Law and the Articles of  Incorporation  and Bylaws of OMNI,
give notice of the Merger and solicit  the  consent of its  Shareholders  to the
Merger by Written Consent of its  shareholders as soon as practicable  after the
date hereof (and in any event on or before February 26, 1999) for the purpose of
considering  and taking  action  upon the  approval  of this  Agreement  and the
Merger.  The notice to the OMNI  Shareholders  shall state that  shareholders of
OMNI  are  entitled  to  assert  dissenters'  rights  under  Article  13 of  the
Corporation Law. OMNI will include in the notice the recommendation of the Board
of Directors of OMNI that  shareholders  of OMNI consent to the approval of this
Agreement and the Merger by written consent in lieu of a special  meeting.  OMNI
will inform the  shareholders  that Bristol holds  majority  voting power of the
OMNI and EINI  shares and that it intends  to  consent to the  approval  of this
Agreement and the Merger. OMNI will take all other actions reasonably  necessary
to secure the approval of the Merger and this  Agreement by OMNI's  shareholders
under the Corporation Law.

                  4.2      EINI Shareholders' Consent.

                           EINI Shareholders Meeting. EINI shall, in  accordance
with  the  corporation  laws  of  the  State  of  Nevada  and  the  Articles  of
Incorporation  and Bylaws of EINI,  solicit the consent of its shareholders (the
EINI Shareholder's Consent") as soon as practicable after the date hereof(and in
any event on or before  February  26, 1999) for the purpose of  considering  and
taking  action  upon  amendment  to the  Articles  of  Incorporation  of EINI to
authorize the exchange of the new EINI Shares for the OMNI Exchangeable  Shares,
the Merger and such other matters as may be deemed  necessary or  appropriate by
the Board of Directors of EINI.

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                                    ARTICLE 5

                     REPRESENTATIONS AND WARRANTIES OF OMNI

                   As a material  inducement  to EINI and  CASTNET to enter into
 this  Agreement  and to consummate  the  transactions  contemplated  hereby and
 except as otherwise set forth in the OMNI Disclosure  Schedules to be delivered
 by OMNI to EINI and CASTNET,  OMNI  represents and warrants to EINI and CASTNET
 as follows:

                   5.1      Organization and Qualification.

     (a) OMNI is a  corporation  duly  organized,  validly  existing and in good
standing  under  the  laws of the  State  of  California  and has the  requisite
corporate  power  and  authority  to carry on its  business  as it is now  being
conducted.

     (b) OMNI (i) does not,  directly  or  indirectly,  own any  interest in any
corporation,  partnership,  joint venture,  limited liability company,  or other
Person and (ii) is not subject to any obligation or requirement to provide funds
to or to make any investment  (in the form of a loan,  capital  contribution  or
otherwise) in or to any Person.

     (c)  OMNI is duly  qualified  or  licensed  to do  business  and is in good
standing  in each  jurisdiction  in which  the  nature  of its  business  or the
properties  owned  or  leased  by  it  makes  such  qualification  or  licensing
necessary.

     (d) OMNI has  provided  or will  provide to EINI access to true and correct
copies of (i) the  Articles of  Incorporation  and Bylaws and (ii) the  complete
minute book and stock records of OMNI.

                   5.2     Capitalization

     (a) The authorized  capital stock of OMNI consists of (i) 60,000,000 shares
of stock  ("OMNI  Common  Stock"),  of which  8,852,279  shares  are  issued and
outstanding, and 5,854,721 shares are reserved for issuance upon the exercise of
outstanding  options and warrants and  conversion of preferred  stock and notes,
and (ii) 1,000,000  shares of preferred  stock, of which 5,400 shares are issued
and outstanding  ("OMNI Series B Preferred").  All issued and outstanding shares
of OMNI  Common  Stock  are  validly  issued  and  outstanding,  fully  paid and
nonassessable and free of preemptive  rights.  Other than such shares,  options,
warrants,  convertible  preferred stock and  convertible  notes set forth above,
there  are no  shares  of  capital  stock or  other  equity  securities  of OMNI
outstanding and no outstanding options, warrants, subscription rights (including
any preemptive rights), or commitments of any character whatsoever to which OMNI
is a party or is bound, requiring or which could require the issuance or sale by
OMNI of any shares of capital stock of OMNI or

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 any securities  convertible  into or exchangeable or exercisable for, or rights
 to purchase or otherwise acquire, any shares of capital stock of OMNI.

                   5.3      Authority.

     (a) OMNI has the requisite corporate power and authority to enter into each
OMNI  Document,  to perform its  obligations  thereunder,  and to consummate the
transactions  contemplated  thereby.  Except for the approval of shareholders of
OMNI,  the  execution  and  delivery  of the  OMNI  Documents  by  OMNI  and the
consummation  by OMNI of the  transactions  contemplated  thereby have been duly
authorized  by all  necessary  corporate  action on the part of OMNI.  Each OMNI
Document has been duly executed and  delivered by OMNI and  constitutes a legal,
valid and binding  obligation  of OMNI,  enforceable  against OMNI in accordance
with its terms.

     (b) Consent,  approval,  order or authorization of, notice to, registration
or filing with any  Governmental  Authority is necessary in connection  with the
execution and delivery of the OMNI Documents by OMNI or the consummation by OMNI
of the transactions contemplated by the OMNI Documents.

                  5.4  Audited  Financial  Statement.   The  audited  financial
statements of OMNI at December 31, 1997 (the " 1997 Financial  Statements") were
prepared in  accordance  with GAAP and present  fairly the  financial  position,
results of operations and changes in financial  position of OMNI as of the dates
and for the periods indicated. Except as noted in the footnotes contained in the
Financial  Statements,  such  Financial  Statements  and footnotes were rendered
without qualification or exception and were not subject to any contingency.  The
Financial  Statements  reflect,  as of the date  thereof,  the  interest  in the
assets, liabilities and operations of OMNI.

                  5.5      Intentionally Omitted.

                  5.6 Labor  Matters.  There are no present or, to the knowledge
of OMNI,  threatened  Actions or work stoppages  relating to any OMNI Personnel.
OMNI is not a party to any  collective  bargaining  agreement  with  respect  to
employees  and, to the  Knowledge of OMNI,  there are no activities of any labor
union  seeking to represent or organize the  employees of OMNI.  No unfair labor
practice,  or race, sex, age, disability or other  discrimination,  complaint is
pending, nor is any such complaint, to the Knowledge of OMNI, threatened against
OMNI before the  National Labor  Relations Board,  Equal Employment  Opportunity
Commission or any other Governmental Authority, and no grievance is pending, nor
is any grievance, to the knowledge of OMNI, threatened against OMNI.

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                  5.7  Employee  Benefit  Plans.  Since  the  date  of the  OMNI
Financial  Statements,  there  has not been any  adoption  or  amendment  in any
material  respect  by OMNI  of any  bonus,  pension,  profit  sharing,  deferred
compensation,  incentive compensation,  stock ownership,  stock purchase,  stock
option,  phantom  stock,  retirement,  vacation,  severance,  disability,  death
benefit, hospitalization, medical or other employee benefit plan, arrangement or
understanding (whether or not legally binding) providing benefits to any current
or former  employee,  officer or director of OMNI or any person  affiliated with
OMNI under  Section  414(b),  (c), (m) or (o) of the Code  (collectively,  "OMNI
Benefit  Plans").  All OMNI Benefit  Plans,  including  any such plan that is an
"employee  benefit plan" as defined in Section 3(3) of ERISA,  are in compliance
with all applicable  requirements of law, including ERISA and the Code, and OMNI
has no  liabilities  or  obligations  with  respect to such OMNI  Benefit  Plan,
whether  accrued,  contingent  or  otherwise  (other  than  obligations  to make
contributions and pay benefits and administrative costs incurred in the ordinary
course),  nor to the knowledge of OMNI are any such  liabilities  or obligations
expected to be incurred.

                   5.8 Transactions  with Certain  Persons.  To the knowledge of
 OMNI, no current OMNI Personnel,  or any member of the immediate  family of any
 current OMNI  personnel or any other  Affiliate of OMNI is presently a party to
 any material agreement,  arrangement or other transaction with OMNI, other than
 employment  agreements or independent  contractor  agreements made available to
 EINI and CASTNET, or has an interest in any party to such contracts.

                  5.9 Payments.  OMNI has not,  directly or indirectly,  paid or
delivered any fee, commission or other sum of money or item of property, however
characterized, to any finder, agent, government official, governmental authority
or other  person,  in the United  States or any other  country,  which is in any
manner  related to the  business or  operations  of OMNI which OMNI knows or has
reason to believe to have been illegal under any federal,  state or local Law of
the United States or the laws of any other country having jurisdiction; and OMNI
has not participated,  directly or indirectly,  in any boycotts or other similar
practices  affecting  any of its actual or potential  customers or which violate
any applicable law.

                  5. 10  Board  Actions. The  Board of Directors of  OMNI (at a
meeting  duly  called  and held) has  resolved  to  recommend  approval  of this
Agreement by the shareholders of OMNI.

                  5. 11 Required Vote. Approval of the Merger and this Agreement
by  shareholders  of OMNI will  require  (a) the  approval  of a majority of the
outstanding  shares of OMNI Common  Stock and (b) the  approval of a majority of
the outstanding shares of OMNI Preferred Stock.

                  5.12 Disclosure.  The  representations  and warranties of OMNI
herein,  or  in  any  document,  exhibit,  statement,  certificate  or  schedule
furnished  by or on  behalf  of OMNI to EINI and  CASTNET  as  required  by this
Agreement,  do not  contain  and will not  contain  any  untrue  statement  of a
material fact and do not omit and will not omit to state any material fact

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necessary  in order to make the  statements  herein or therein,  in light of the
circumstances  under which they were made, not  misleading.  To the knowledge of
OMNI, there are no material facts or  circumstances  relating to OMNI which have
not been  disclosed  herein to EINI and Castnet.  There is no fact known to OMNI
that has specific  application to OMNI (other than .general economic or industry
conditions)  and  that  materially  adversely  affects  or,  as far as OMNI  can
reasonably  foresee,  materially  threatens,  the assets,  business,  prospects,
financial condition,  or results of operations of OMNI (on a consolidated basis)
that has not been set forth in this Agreement or the schedules hereto.

     The foregoing notwithstanding,  OMNI makes no representations or warranties
regarding  the impact or effect of any  actions  which EINI or CASTNET  may take
before or after the Closing or which OMNI may take after the Closing.

                                    ARTICLE 6

                     REPRESENTATIONS AND WARRANTIES OF EINI

                   6.1      Organization and Qualification

     (a) EINI is a  corporation  duly  organized,  validly  existing and in good
standing  under the laws of the state of Nevada and has the requisite  corporate
power and authority to carry on its business as it is now being conducted.

     (b) Except for CASTNET, EINI (i) does not, directly or indirectly,  own any
interest in any  corporation,  partnership,  joint  venture,  limited  liability
company,  or  other  Person  and  (ii)  is  not  subject  to any  obligation  or
requirement  to provide funds to or to 0 make any  investment  (in the form of a
loan, capital contribution or otherwise) in or to any Person.

     (c)  EINI is duly  qualified  or  licensed  to do  business  and is in good
standing  in each  jurisdiction  in which  the  nature  of its  business  or the
properties  owned  or  leased  by  it  makes  such  qualification  or  licensing
necessary,  except for any such jurisdiction  where the failure to so qualify or
be licensed, individually and in the aggregate for all such jurisdictions, would
not reasonably be expected to have a Material Adverse Effect.

     (d) EINI has  provided  or will  provide to OMNI access to true and correct
copies of the Articles of Incorporation and Bylaws and complete minute book.

                  6.2      Capitalization.

     (a) The authorized  capital stock of EINI consists of (i) 50,000,000 shares
of Common Stock, $0.01 par value per share, of which 9,600,000 shares are issued
and  outstanding  not  including  shares  issued to  CASTNET  and no shares  are
reserved for issuance

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 upon the exercise of  outstanding  options and  warrants,  and (ii)  10,000,000
 shares of Preferred Stock, of which 5,400 shares are issued and outstanding and
 held by CASTNET.  All issued and  outstanding  shares of EINI Common  Stock and
 EINI  Preferred  Stock are  validly  issued  and  outstanding,  fully  paid and
 nonassessable and free of preemptive  rights.  Other than such shares,  options
 and  warrants  listed on above,  there are no shares of capital  stock or other
 equity  securities of EINI  outstanding and no outstanding  options,  warrants,
 subscription rights (including any preemptive  rights),  calls, or commitments,
 or convertible  notes or instruments of any character  whatsoever to which EINI
 is a party or is bound, requiring or which could require the issuance,  sale or
 transfer  by EINI of any  shares  of  capital  stock of EINI or any  securities
 convertible  into or exchangeable or exercisable  for, or rights to purchase or
 otherwise  acquire,  any  shares of capital  stock of EINI.  There are no stock
 appreciation rights relating to EINI.

     (b) The authorized  capital of CASTNET consists of (i) 50,000,000 shares of
common stock, $.01 par value per share, of which 1,000,000 shares are issued and
outstanding  and  held by EINI.  There  are no  classes  of  preferred  stock or
outstanding options or warrants in CASTNET.

     (c) Upon  completion  of the Merger the  outstanding  common  stock of EINI
shall be held as follows:  3,600,000 to the  pre-existing  shareholders of EINI;
3,600,000 shares of restricted  common stock to Bristol in  consideration  for a
payment of $125,000;  2,400,000  shares of restricted  common stock  acquired by
Bristol from the  pre-existing  shareholders  of EINI,  and 8,852,279  shares of
restricted  common stock issued to the former  common  shareholders  of OMNI and
5,400 shares of preferred stock issued to the former  preferred  shareholders of
OMNI. In addition,  there shall be 5,854,721  shares  reserved for issuance upon
the  exercise  of  outstanding  options  and  warrants  on the  same  terms  and
conditions as held by the former holders of such rights in OMNI.

                   6.3     Authority.

     (a) EINI has the requisite corporate power and authority to enter into this
Agreement,  to  perform  its  obligations  thereunder,  and  to  consummate  the
transactions  contemplated thereby. The execution and delivery of this Agreement
by EINI and the  consummation by EINI of the transactions  contemplated  thereby
have been duly authorized by all necessary corporate action on the part of EINI.
This  Agreement has been duly  executed and delivered by EINI and  constitutes a
legal,  valid  and  binding  obligation  of EINI,  enforceable  against  EINI in
accordance with its terms.

     (b) The execution and delivery by EINI of this  Agreement does not, and the
consummation  of the  transactions  contemplated  thereby will not, (i) conflict
with,  or result in a violation  of, any  provision  of bylaws or other  charter
documents of EINI,  (ii)  constitute  or result in a breach of or default (or an
event which with notice or lapse of time, or both,  would  constitute a default)
under,  or  result in the  termination  or  suspension  of,  or  accelerate  the
performance required by, or result in a right of termination, cancellation or

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<PAGE>


 acceleration  of any obligation or a loss of a benefit under,  any note,  bond,
 mortgage,  indenture,  deed of trust,  lease,  permit,  concession,  franchise,
 license,  agreement or other  instrument or obligation to which EINI is a party
 or to which  the  properties  or assets of EINI are  subject,  except  for such
 violations,  conflicts, breaches, defaults, terminations or accelerations which
 would not,  individually or in the aggregate,  have a material  adverse effect,
 (iii)  create any lien upon any of the  properties  or assets of EINI,  or (iv)
 constitute,  or result in, a violation of any law  applicable to EINI or any of
 the properties or assets of EINI.

     (c)  No  consent,   approval,   order  or  authorization   of,  notice  to,
registration  or  filing  with any  governmental  authority  or other  person is
necessary in connection  with the  execution  and delivery of this  Agreement by
EINI  or the  consummation  by  EINI of the  transactions  contemplated  by this
Agreement.

                   6.4 Financial Statements and Report. Since  December 1, 1997,
EINI  has  timely filed  all registrations, forms, reports, statements, notices,
schedules  and  documents  required  to be filed  with the  Commission,  and all
amendments  or  supplements  to  any  of  the  above  (collectively,  the  "EINI
Reports").  Each of the EINI  Reports,  as of  their  respective  filing  dates,
complied in all material  respects with the Securities Act and the Exchange Act.
As of their  respective  dates,  the EINI  Reports  did not  contain  any untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated therein or necessary to make the statements  therein, in the light of the
circumstances under which they were made, not misleading.  The audited financial
statements  of EINI  included or  incorporated  by reference in the EINI Reports
(the "EINI  Financial  Statements")  were prepared in  accordance  with GAAP and
present  fairly the financial  position,  results of  operations  and changes in
financial position of EINI as of the dates and for the periods indicated. Except
as noted in the footnotes contained in the EINI Financial Statements,  such EINI
Financial  Statements  and footnotes  were  rendered  without  qualification  or
exception and were not subject to any  contingency.  No event has occurred since
the  preparation  of  the  EINI  Financial   Statements  that  would  require  a
restatement of the EINI Financial  Statements under GAAP other than by reason of
a change in GAAP.  EINI has heretofore  furnished to OMNI a complete and correct
copy of all  amendments  and  modifications  which  have not been filed with the
Commission to all agreements,  documents and other  instruments  which have been
previously filed by EINI with the Commission and which are in effect on the date
hereof.

                  6.5 Absence of Undisclosed Liabilities. EINI does not have any
liability or obligation (absolute, accrued, contingent or otherwise) of a nature
required by GAAP to be  reflected on a corporate  balance  sheet or disclosed in
the notes thereto,  except liabilities (a) stated or adequately reserved against
in the EINI Financial  Statements or disclosed in the footnotes thereto;  or (b)
(i)  incurred  after  January  1,  1998,  in the  ordinary  course  of  business
consistent with past practices,  (ii) not prohibited by this Agreement and (iii)
not reasonably expected to have a material adverse effect.

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                   6.6  Absence  of Certain  Changes  or  Events.  Except to the
 extent not material to EINI or in connection with the transactions contemplated
 hereby, since January 1, 1998, there has not been any of the following:

     (a) any event, damage, destruction or loss, whether covered by insurance or
not, which has had a material adverse effect;

     (b) any entry by EINI into a commitment  or  transaction  material to EINI,
which is not in the ordinary course of business consistent with prior practice;

     (c) any change by EINI in  accounting  principles,  methods  or  practices,
except insofar as may have been required by a change in GAAP;

     (d) except as required by its terms,  any  declaration,  payment or setting
aside for  payment of any  dividends  or  distributions  in respect to shares of
capital stock of EINI, or any redemption,  purchase or other  acquisition of any
shares of capital stock of EINI;

     (e) any  cancellation  of any debts or waiver  or  release  of any right or
claim of EINI individually or in the aggregate  material to EINI, whether or not
in the ordinary course of business;

     (f) any revaluations by EINI of any of its assets or liabilities, including
without limitation, writing off notes or accounts receivable;

     (g) other than in the  ordinary  course of business  consistent  with prior
practice, any increase in the rate or terms of compensation payable or to become
payable by EINI to its personnel;  any bonus,  incentive  compensation,  service
award or other benefit granted, made or accrued,  contingently or otherwise, for
or to the credit of personnel of EINI;  employee welfare,  pension,  retirement,
profit-sharing  or similar payment or arrangement  made or agreed to by EINI for
its personnel  except for  contributions  in accordance with prior practice made
to, and payments made to employees  under,  plans and  arrangements  existing on
January 1, 1998;

     (h) any Tax election or  settlement  or  compromise by EINI of any federal,
state, local or foreign Tax liability;

     (i) any adoption of a plan of liquidation or resolutions  providing for the
liquidation, dissolution, merger, consolidation or other reorganization of EINI,
other than in connection with the transactions contemplated hereby;

     (j) any purchase,  acquisition or sale by EINI of any assets, other than in
the ordinary course of business consistent with prior practice;

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     (k) any amendment,  cancellation  or termination of any material  contract,
including, without limitation, any license or sublicense, or other instrument to
which EINI is a party or to which EINI or any of the assets of EINI is bound;

     (1) any failure to pay when due any material obligation of EINI;

     (m) any failure to operate the business of EINI in the ordinary course with
an effort  to  preserve  the  business  intact,  to keep  available  to EINI the
services  of its  personnel,  and to  preserve  for  EINI  the  goodwill  of its
customers and others having business relations with EINI;

     (n) any  commitment to borrow money entered into by EINI, or any loans made
or agreed to be made by EINI, involving more than $10,000;

     (o) any liabilities  incurred by EINI involving $10,000 or more, other than
liabilities  incurred in the ordinary  course of business  consistent  with past
practices;

     (p) any payment,  discharge or  satisfaction  of any liabilities of EINI or
any  capital  expenditure  of EINI,  other than (i) the  payment,  discharge  or
satisfaction in the ordinary  course of business  consistent with prior practice
of liabilities reflected or reserved against in the EINI Financial Statements or
incurred in the ordinary course of business consistent with prior practice since
January 1, 1998 and (ii) any  capital  expenditures  involving  $10,000 or less,
other than in the ordinary course of business consistent with prior practice;

     (q) any  expenditures  in  excess  of  $10,000  made by EINI  which are not
reflected as an asset in EINI's balance sheet accounts or are not deductible for
Federal  income tax  purposes  other  than in the  ordinary  course of  business
consistent with prior practice;

     (r) other than in the  ordinary  course of business  consistent  with prior
practice (i) any  agreement,  commitment  or other  transaction  entered into by
EINI,  other than any  agreements  involving an  expenditure by EINI of not more
than $10,000  entered into in the ordinary  course of business  consistent  with
past  practices  or  (ii)  any  agreement  or  commitment  entered  into by EINI
involving  more than  $10,000  that,  pursuant to its terms,  is not  cancelable
without penalty on less than thirty days' notice;

     (s) other than in the  ordinary  course of business  consistent  with prior
practice  any  agreement  by  EINI  to do  any of the  things  described  in the
preceding  clauses (a) through (r) of this Section 6.6,  other than as expressly
contemplated or provided for herein.

                  6.7 Title to Personal Properties. EINI has good and marketable
title to, or a valid and effective right to use, all of its respective  personal
properties,  including all personal  properties  reflected on the EINI Financial
Statements or acquired since the date of the EINI

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<PAGE>


 Financial  Statements  (except property  disposed of subsequent to that date in
 the ordinary course of business and except other immaterial items). Such assets
 and  properties  are  not  subject  to  any  mortgage,   pledge,  lien,  claim,
 encumbrance,  charge,  security  interest or title  retention or other security
 arrangement except for liens for the payment of federal, state and other taxes,
 the payment of which is neither delinquent nor subject to penalties, and except
 for other liens and  encumbrances  incidental to the conduct of the business of
 EINI or the ownership of their assets or properties, which were not incurred in
 connection  with the  borrowing of money or the obtaining of advances and which
 do not in the  aggregate  materially  detract  from the value of the  assets or
 properties  of EINI or  materially  impair the use thereof in the  operation of
 their  respective  businesses.  All leases  pursuant  to which EINI  leases any
 substantial  amount of personal  property are valid and effective in accordance
 with their respective terms.

                   6.8      Contracts and Commitments.

     (a) Except as reflected in the EINI Financial  Statements or incurred since
the date  thereof  in the  ordinary  course  of  business  consistent  with past
practice, no EINI Entity is a party to or subject to:

          (i) any  agreement or other  commitment,  except  agreements  or other
     commitments which involve payments to or by EINI of $25,000 or less;

          (ii) any  agreement  or other  commitment  with any Person  containing
     covenants  limiting  the freedom of EINI to compete in any line of business
     or with any Person or in any geographic  location or to use or disclose any
     information in their possession;

          (iii) any license agreement (as licensor or licensee);

          (iv) any  agreement  of  indemnification,  other than  indemnification
     rights granted in the Bylaws of EINI;

          (v) any agreement that contains a fixed penalty or liquidated  damages
     clause for late performance or other default by EINI;

          (vi) any  agreement  or  undertaking  pursuant  to which  EINI is: (A)
     borrowing or is entitled to borrow any money;  (B) lending or has committed
     itself to lend any money;  or (C) a guarantor or surety with respect to the
     obligations of any Person;

          (vii) any agreement with any personnel of EINI (other than  agreements
     with former employees under which EINI has no obligations);

          (viii) any powers of attorney granted by EINI; and

          (ix) any leases of real property.

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     (b) EINI is not in violation or breach of any material contract. There does
not exist any event or  condition  that,  after notice or lapse of time or both,
would  constitute  an event of default or breach under any material  contract on
the part of EINI or, to the knowledge of EINI,  any other party thereto or would
permit the modification, cancellation or termination of any material contract or
result in the creation of any lien upon,  or any person  acquiring  any right to
acquire,  any assets of EINI.  To the  knowledge of EINI,  no other party to any
material  contract  is in default  thereunder  or breach  thereof.  EINI has not
received in writing any claim or threat that EINI has  breached any of the terms
and conditions of any material contract.

     (c) The consent of, or the delivery of notice to or filing with,  any party
to a material contract is not required for the execution aid delivery by EINI of
this Agreement or the  consummation of the transactions  contemplated  under the
Agreement.

                   6.9  Brokers:  Finder's  Fee.  Other  than the  $125,000  fee
 payable  to  Peter  Berney  or an  affiliate,  EINI  has not  entered  into any
 agreement/arrangement/understanding  which will result in the obligation to pay
 or finder's or other fee or commission (other than attorneys'  accountants' and
 investment  bankers' fees) in connection with the transactions  contemplated by
 this Agreement.

                  6. 10  Litigation. There are no legal  actions (a) pending or,
to  the  Knowledge  of  EINI,   threatened  against  EINI  or  the  transactions
contemplated  by this  Agreement  or (b) pending or, to the  Knowledge  of EINI,
threatened  against any current  personnel  of EINI.  EINI is not subject to any
order, judgment, writ, injunction or decree of any governmental authority.

                  6. 11 lam.  EINI has timely filed all material Tax Returns and
reports  required to be filed by it (after giving effect to any filing extension
properly granted by a governmental  entity having authority to do so). Each such
Tax Return is true,  correct and  complete in all  material  respects.  EINI has
paid,  within the time and manner prescribed by law, all material Taxes that are
due and payable.

                  6.12  Proprietary  Rights. EINI  has  provided or will provide
OMNI with a true, accurate and complete list of all proprietary rights which are
owned or used by EINI.  To the  Knowledge  of EINI,  the use of the  proprietary
rights by EINI has not infringed,  is not  infringing  upon and is not otherwise
violating  the  rights  of any  Person in or to such  proprietary  rights or the
asserted  proprietary  rights of others.  No notices have been  received by EINI
that the use of the  proprietary  rights  by EINI  infringes  upon or  otherwise
violates  any  rights  of a  Person  in or to  such  proprietary  rights  or the
proprietary  rights of others. To the Knowledge of EINI, no person is infringing
on the proprietary rights owned by EINI.

                  6.13 Labor Matters.  There are no present or, to the knowledge
of EINI,  threatened  Actions or work stoppages  relating to any EINI Personnel.
EINI is not a party to any  collective  bargaining  agreement  with  respect  to
employees, and, to the Knowledge of

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<PAGE>


 EINI,  there are no  activities  of any labor  union  seeking to  represent  or
 organize the employees of EINI. No unfair labor  practice,  or race,  sex, age,
 disability  or other  discrimination,  complaint  is  pending,  nor is any such
 complaint,  to the  knowledge  of EINI,  threatened  against  EINI  before  the
 National Labor Relations Board, Equal Employment  Opportunity Commission or any
 other  Governmental  Authority,  and  no  grievance  is  pending,  nor  is  any
 grievance, to the Knowledge of EINI, threatened against EINI.

                  6.14  Employee  Benefit  Plans.  Since  the  date of the  EINI
Financial  Statements,  there  has not been any  adoption  or  amendment  in any
material  respect  by EINI  of any  bonus,  pension,  profit  sharing,  deferred
compensation,  incentive compensation,  stock ownership,  stock purchase,  stock
option,  phantom  stock,  retirement,  vacation,  severance,  disability,  death
benefit, hospitalization, medical or other employee benefit plan, arrangement or
understanding (whether or not legally binding) providing benefits to any current
or former  employee,  officer or director of EINI or any person  affiliated with
EINI under  Section  414(b),  (c), (m) or (o) of the Code  (collectively,  "EINI
Benefit Plans").  Except as would not have any EINI Material Adverse Effect, (A)
all EINI Benefit  Plans,  including  any such plan that is an "employee  benefit
plan" as defined in Section 3(3) of ERISA, are in compliance with all applicable
requirements  of  law,  including  ERISA  and the  Code,  and  (B)  EINI  has no
liabilities  or  obligations  with  respect to such EINI Benefit  Plan,  whether
accrued,  contingent or otherwise (other than obligations to make  contributions
and pay benefits and administrative  costs incurred in the ordinary course), nor
to the knowledge of EINI are any such liabilities or obligations  expected to be
incurred.

                  6.15  Transactions  with Certain Persons.  To the knowledge of
EINI, no current EINI  Personnel,  or any member of the immediate  family of any
current EINI  personnel  or any other  Affiliate of EINI is presently a party to
any material  agreement,  arrangement or other transaction with EINI, other than
employment  agreements or independent  contractor  agreements  made available to
OMNI, or has an interest in any party to a material contract.

                  6.16 Payments.  EINI has not, directly or indirectly,  paid or
delivered any fee, commission or other sum of money or item of property, however
characterized, to any finder, agent, government official, governmental authority
or other  person,  in the United  States or any other  country,  which is in any
manner  related to the  business or  operations  of EINI which EINI knows or has
reason to believe to have been illegal under any federal,  state or local Law of
the United States or the Laws of any other country having jurisdiction; and EINI
has not participated,  directly or indirectly,  in any boycotts or other similar
practices  affecting  any of its actual or potential  customers or which violate
any applicable Law.

                  6.17  Board  Actions.  The  Board of  Directors  of EINI (at a
meeting  duly  called  and held)  has  resolved  to  recommend  approval  by the
shareholders of EINI of: (i) this Agreement,  and (ii) amendment of the Articles
of  Incorporation  of EINI designating a series of EINI Preferred Stock with the
same rights,  preferences  and privileges as those incident to the OMNI Series B
Preferred Stock.

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                   6.18 Disclosure.  The  representations and warranties of EINI
 herein,  or in  any  document,  exhibit,  statement,  certificate  or  schedule
 furnished by or on behalf of EINI to OMNI as required by this Agreement, do not
 contain and will not contain any untrue statement of a material fact and do not
 omit and will not omit to state any  material  fact  necessary in order to make
 the statements  herein or therein,  in light of the  circumstances  under which
 they were made, not misleading. To the Knowledge of EINI, there are no material
 facts or circumstances relating to EINI which have not been disclosed herein to
 OMNI.  There is no fact  known to EINI that has  specific  application  to EINI
 (other  than  general  economic  or industry  conditions)  and that  materially
 adversely  affects  or,  as far as  EINI  can  reasonably  foresee,  materially
 threatens, the assets, business, prospects,  financial condition, or results of
 operations  of EINI  that  has not  been set  forth  in this  Agreement  or the
 schedules hereto.

                   6.19 Real Property and Certain Other Matters.

     (a) EINI has made or will make available to OMNI lists of all real property
owned by EINI.  With respect to each such parcel of owned real property,  except
for matters which would not have a material adverse effect:

          (i) the  owner  has good and  marketable  title to the  parcel of real
     property, free and clear of any security interest, mortgage, deed of trust,
     lien, claim, encumbrance,  easement, covenant, or other restriction, except
     for  installments  of  special  assessments  not yet  delinquent,  recorded
     easements,  covenants,  and  other  restrictions,  and  utility  easements,
     building  restrictions,   zoning  restrictions,  and  other  easements  and
     restrictions  existing  generally  with respect to  properties of a similar
     character;

          (ii) there are no  outstanding  options or rights of first  refusal to
     purchase the real property.

     (b) EINI has made or will make available to OMNI lists of all real property
leased or subleased to EINI.  Each lease and  sublease  listed is legal,  valid,
binding, enforceable, and in full force and effect, except where the illegality,
invalidity,  nonbinding nature,  unenforceability,  or ineffectiveness would not
have a material adverse effect.

     (c) EINI has not received  written notice from any landlord that EINI is in
default of any material terms, conditions",  or provisions of any lease relating
to any property leased by EINI (other than written notices  received in the past
as to alleged defaults which have been cured, waived or otherwise resolved). The
leases represent the entire agreement between EINI and the respective  landlords
relating  to the  properties  leased by EINI.  EINI uses each such  property  in
accordance with its authorized use.

     (d) The buildings and material equipment, fixtures, furniture,  furnishings
and  office  equipment  (and  other  material   tangible   personal  assets  and
properties) of

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 EINI  presently  used in  their  respective  businesses  are in good  operating
 condition and in a state of reasonable  maintenance and repair, normal wear and
 tear excepted.  The equipment,  fixtures and other tangible personal assets and
 properties  located in the properties  leased by EINI are sufficient to operate
 the business of EINI as currently operated.

                   6.20  Bonds.  EINI has  made  available  to OMNI  all  bonds,
 guaranties,  comfort letters and similar instruments currently maintained by or
 on behalf of EINI.

                   6.21 Minute Books. The minute books of EINI accurately record
 all material actions taken by its shareholders and directors.

                   6.22  Rule  504  Sales.  From  and  after  the  date  of this
 Agreement,  but prior to the  Effective  Date,  EINI has issued press  releases
 regarding the proposed  merger with OMNI.  Share trading has taken place on the
 open market  in  contemplation of such merger being  consummated.  In addition,
 EINI has conducted sales of securities  pursuant to Rule 504 in the approximate
 amount of $700,000  at prices from 171/2 cents to 55 cents per share.  Any such
 share trading activity after the date of this Agreement shall not effect any of
 the terms and conditions referenced in this Agreement.

                   6.23 Form l5c-2(11). The Form  15c-2(l1) provided  by EINI to
OMNI and is currently on file and effective with the SEC.

                                    ARTICLE 7

                              PRE-CLOSING COVENANTS

                   7.1      Operation of OMNI Business.

     (a) Except as specifically  provided in this Agreement  between the date of
this Agreement and the Effective Time, OMNI shall:

          (i) use  all  reasonable  efforts  to  preserve  intact  its  business
     organization and existing relationships with suppliers,  employees,  agents
     and any other Persons having business relations with it;

          (ii)  maintain  its  books of  account  and  records  in the usual and
     ordinary manner, and in conformity with its past practices;

          (iii) pay accounts payable and other  obligations when they become due
     and  payable  in the  ordinary  course  of  business  consistent  with past
     practices except to the extent disputed in good faith;

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          (iv) conduct its business in the ordinary course  consistent with past
     practices, or as required by this Agreement;

          (v) pay all Taxes  when due and file all Tax  Returns on or before the
     due date therefor except to the extent disputed in good faith;

          (vi) make  appropriate  provisions in its books of account and records
     for Taxes  relating to its  operations  during such period  (regardless  of
     whether such Taxes are  required to be  reflected in a tax return  having a
     due date on or prior to the Closing Date);

          (vii)  take no action  that would  have the  effect of  deferring  any
     liability  for taxes to any taxable  period  ending  after  Effective  Time
     except in the usual and ordinary manner, in conformity with past practices;
     and

          (viii)  withhold all taxes  required to be withheld and remitted by or
     on  behalf of OMNI in  connection  with  amounts  paid or owing to any OMNI
     Personnel or other  person,  and pay such taxes to the proper  governmental
     authority or set aside such taxes in accounts for such purpose.

     (b) Without  the prior  written  consent of EINI,  between the date of this
Agreement and the Effective Time (or termination of this Agreement),  OMNI shall
not:

          (i) issue any capital  stock  (except for the  issuance of OMNI Common
     Stock  upon  the  exercise  of  outstanding  options,   warrants  or  other
     convertible  instruments)  or any  options,  warrants  or other  rights  to
     subscribe for or purchase any capital stock or any  securities  convertible
     into or exchangeable or exercisable for, or rights to purchase or otherwise
     acquire, any shares of the capital stock of OMNI;

          (ii)  directly  or  indirectly  redeem,  purchase,  sell or  otherwise
     acquire any capital stock of OMNI;

          (iii) grant any  increase in the  compensation  payable,  or to become
     payable, to any OMNI Personnel or enter into any bonus, insurance, pension,
     severance,  change- in-control or other benefit plan, payment, agreement or
     arrangement for or with any OMNI Personnel,  except as consistent with past
     practices in the ordinary course of business;

          (iv) borrow or agree to borrow any funds,  incur any  indebtedness  or
     directly or indirectly  guarantee or agree to guarantee the  obligations of
     others,  or draw or borrow on any lines of credit that may be  available to
     OMNI other than in the  ordinary  course of business  consistent  with past
     practices;

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          (v) enter into any  agreement,  contract,  lease or other  commitment,
     other  than  in the  ordinary  course  of  business  consistent  with  past
     practices;

          (vi)  place or allow to be placed a lien on any of the  assets of OMNI
     other  than  in the  ordinary  course  of  business  consistent  with  past
     practices;

          (vii) cancel,  discount or otherwise compromise any indebtedness owing
     to OMNI or any  claims  which  OMNI may  possess  or waive  any  rights  of
     material value,  except in the ordinary course of business  consistent with
     past practices;

          (viii) sell or otherwise  dispose of any assets of OMNI, except in the
     ordinary course of business consistent with past practices;

          (ix) commit any act or omit to do any act which will cause a breach of
     this  Agreement  or  any  other  material  agreement,  contract,  lease  or
     commitment;

          (x) violate any law or governmental approval;

          (xi) make any loan, advance, distribution or payment of any type or to
     any OMNI personnel or any member of the immediate  family of OMNI personnel
     or any  Affiliate  of OMNI,  except as regular  compensation  for  services
     actually rendered;

          (xii) amend its Articles of Incorporation or Bylaws;

          (xiii) merge or  consolidate  with,  or agree to merge or  consolidate
     with, or purchase  substantially all of the assets of, or otherwise acquire
     any business or any Person or division thereof;

          (xiv) make any tax election or settle or compromise  any Tax liability
     other  than  in the  ordinary  course  of  business  consistent  with  past
     practices; or

          (xv) purchase any material  amount of assets or properties  other than
     in the ordinary course of business consistent with past practices.

                  7.2      Operation of EINI Business.

     (a) Except as specifically  provided in this Agreement  between the date of
this Agreement and the Closing Date, EINI shall:

          (i) use  all  reasonable  efforts  to  preserve  intact  its  business
     organization and existing relationships with suppliers,  employees,  agents
     and any other Persons having business relations with it;

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<PAGE>


          (ii)  maintain  its  books of  account  and  records  in the usual and
     ordinary manner, and in conformity with its past practices;

          (iii)  maintain its present  insurance in full force and effect,  with
     policy  limits and scope of coverage  not less than is now  provided by its
     present insurance;

          (iv) conduct its business in the ordinary course  consistent with past
     practices, or as required by this Agreement;

          (v) pay all taxes  when due and file all Tax  Returns on or before the
     due date therefor except to the extent disputed in good faith;

          (vi) withhold all taxes  required to be withheld and remitted by or on
     behalf  of each  EINI in  connection  with  amounts  paid or  owing  to any
     personnel  of any EINI  Entity or other  Person,  and pay such taxes to the
     proper Governmental  Authority or set aside such Taxes in accounts for such
     purpose.

     (b) Without  the prior  written  consent of OMNI,  between the date of this
Agreement and the Effective Time (or termination of this  Agreement), EINI shall
not:

          (i) issue any capital stock (except for the issuance of EINI shares to
     be exchanged for OMNI Exchangeable Shares or any options, warrants or other
     rights to  subscribe  for or purchase any capital  stock or any  securities
     convertible  into or exchangeable or exercisable for, or rights to purchase
     or otherwise  acquire,  any shares of the capital stock of EINI or Rule 504
     sales referenced herein).

          (ii) grant any  increase  in the  compensation  payable,  or to become
     payable,  to any  personnel  of EINI or enter  into any  bonus,  insurance,
     pension,  severance,  change-  in-control or other  benefit plan,  payment,
     agreement  or  arrangement  for or with any  personnel  of EINI,  except as
     consistent with past practices in the ordinary course of business;

          (iii) borrow or agree to borrow any funds,  incur any  indebtedness or
     directly or indirectly  guarantee or agree to guarantee the  obligations of
     others,  or draw or borrow on any lines of credit that may be  available to
     EINI other than in the  ordinary  course of business  consistent  with past
     practices  or  in   connection   with  the  funding  of  the   transactions
     contemplated hereby;

          (iv) cancel,  discount or otherwise  compromise any indebtedness owing
     to EINI or any  claims  which  EINI may  possess  or waive  any  rights  of
     material value,  except in the ordinary course of business  consistent with
     past practices;

          (v) sell or  otherwise  dispose  of any  assets of EINI  except in the
     ordinary course of business consistent with past practices;

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<PAGE>


          (vi) commit any act or omit to do any act which will cause a breach of
     this  Agreement  or  any  other  material  agreement,  contract,  lease  or
     commitment;

          (vii) violate any law or governmental approval;

          (viii) make any loan, advance,  distribution or payment of any type or
     to any  personnel  of EINI or any  member  of the  immediate  family of any
     personnel of EINI or any Affiliate of EINI, except as regular  compensation
     for services actually rendered;

          (ix) amend its Articles of Incorporation or Bylaws;

          (x) make any tax election or settle or  compromise  any tax  liability
     other  than  in the  ordinary  course  of  business  consistent  with  past
     practices; or

          (xi) purchase any material  amount of assets or properties  other than
     in the ordinary course of business consistent with past practices.

For the  purposes of this  Section  7.2(b),  whether a change has a material and
adverse  impact  on EINI  shall be  determined  by EINI and OMNI or, if they are
unable to agree, by an independent  investment banker  reasonably  acceptable to
OMNI and EINI, the cost of which shall be borne by EINI.

                  7.3 No Other Bids.  OMNI agrees that  neither  OMNI nor any of
its officers, directors, Affiliates,  representatives or agents will directly or
indirectly solicit,  contact,  encourage or provide information to, or cooperate
in any  manner  with,  any Person  (other  than EINI)  regarding  any  Competing
Transaction  or act in a  manner  which  would  have  the  effect,  directly  or
indirectly,  of  frustrating  the  completion of the Merger on the terms hereof;
provided, however, should OMNI receive an unsolicited offer or inquiry regarding
a Competing Transaction  ("Unsolicited Offer") in spite of the agreement in this
Section and the Board of  Directors  of OMNI is advised in good faith by outside
legal counsel (which may be OMNI's  regularly  engaged legal counsel) that their
fiduciary duty requires  consideration of such Unsolicited  Offer, then OMNI may
consider  such  Unsolicited  Offer and  provide the  offeror  information.  Upon
receipt of any Unsolicited  Offer, OMNI will immediately  notify EINI orally and
in writing  that an  Unsolicited  Offer was made and,  unless OMNI is advised in
good faith in  writing by counsel  that to do so would be a breach of duty under
law, provide to EINI a copy of the Unsolicited Offer.

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                                    ARTICLE 8

                              ADDITIONAL AGREEMENTS

                   8.1              Access to Information.

     (a) From the date hereof to the  Effective  Time,  OMNI shall  afford,  and
shall cause its officers,  directors,  employees,  representatives and agents to
afford,  to EINI and to the officers,  employees  and agents of EINI  reasonable
access during  normal  business  hours to OMNI's  officers,  employees,  agents,
representatives, properties, books, records and  contracts, and shall furnish to
EINI all financial,  operating and other data and  information as EINI,  through
its  agents,  officers,  employees  or  other  representatives,  may  reasonably
request.

     (b) From the date hereof to the  Effective  Time,  EINI shall  afford,  and
shall cause its officers,  directors,  employees,  representatives and agents to
afford,  to OMNI and to the officers,  employees  and agents of OMNI  reasonable
access during  normal  business  hours to EINI's  officers,  employees,  agents,
representatives,  properties, books, records and contracts, and shall furnish to
OMNI all financial,  operating and other data and  information as OMNI,  through
its  agents,  officers,  employees  or  other  representatives,  may  reasonably
request.

     (c) No  investigation  pursuant  to  Section  8.  1 (a)  shall  affect  any
representations  or  warranties of the Parties  herein or the  conditions to the
obligations of the Parties,

                  8.2  Expenses  and  Taxes.  The  Parties  shall each pay their
respective  costs  incurred in  connection  with the  preparation,  negotiation,
execution  and  delivery  of  this  Agreement  and  the   consummation   of  the
transactions  contemplated hereby,  including,  without limitation,  the fees of
their respective attorneys, accountants and advisors.

                  8.3 News Releases. Except as provided by   , any news releases
or other public disclosure  pertaining to the transactions  contemplated  hereby
shall  be  reviewed  and  approved  in  writing  by both  EINI and OMNI or their
respective  representatives,  and  shall  be  acceptable  to them  prior  to the
dissemination thereof.

                  8.4 Additional Agreements. Subject to the terms and conditions
of this Agreement,  each Party agrees to use all reasonable  efforts to take, or
cause to be  taken,  all  action  and to do,  or cause  to be done,  all  things
necessary,  proper or advisable  under  applicable  Law to  consummate  and make
effective the transactions  contemplated by this Agreement. If at any time after
the Effective Time any further action is necessary or desirable to carry out the
purposes of this Agreement or to vest the Surviving  Corporation with full title
to all  properties,  assets,  rights,  approvals,  immunities  and franchises of
either of the  Constituent  Corporations,  the proper  officers and directors of
each such corporation shall take all such necessary or desirable action.

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                   8.5      Notification of Certain Matters.

     (a) OMNI shall give prompt notice to EINI of (i) any material inaccuracy in
any  representation  or warranty made by it herein, or (ii) any material failure
of OMNI to comply with or satisfy any  covenant,  condition  or  agreement to be
complied with or satisfied by OMNI under this Agreement; provided, however, that
no such notification shall affect the representations or warranties or covenants
or agreements of OMNI or the conditions to the obligations of EINI hereunder.

     (b) EINI shall give prompt notice to OMNI of (i) any material inaccuracy in
any  representation  or warranty made by it herein, or (ii) any material failure
of EINI to comply with or satisfy any  covenant,  condition  or  agreement to be
complied with or satisfied by it under this Agreement;  provided,  however, that
no such notification shall affect the representations or warranties or covenants
or agreements of EINI or the conditions to the obligations of OMNI hereunder.

     (c) OMNI and EINI  shall  each  promptly  advise  the other  orally  and in
writing of any change or event having,  or which,  insofar as can  reasonably be
foreseen, in the future would have, a material adverse effect.

                   8.6      Confidentiality.

     (a) Each Party shall hold, and shall cause its officers,  employees, agents
and  representatives,  including,  without limitation,  attorneys,  accountants,
consultants  and  financial  advisors who obtain such  information  to hold,  in
confidence,  and not use for any purpose other than evaluating the  transactions
contemplated by this Agreement,  any  confidential  information of another Party
obtained through the investigations permitted hereunder,  which for the purposes
hereof  shall not  include  any  information  which (i) is or becomes  generally
available to the public other than as a result of  disclosure  by a Party or one
of its Affiliates in violation of its obligations  under this  subsection,  (ii)
becomes  available to a Party on a  nonconfidential  basis from a source,  other
than the Party which alleges the  information is confidential or its Affiliates,
which has represented  that such source is entitled to disclose it, or (iii) was
known to a Party on a  nonconfidential  basis  prior to its  disclosure  to such
Party hereunder. If this Agreement is terminated, at the request of a Party, the
other  Party shall  deliver,  and cause its  officers,  employees,  agents,  and
representatives,   including,   without  limitation,   attorneys,   accountants,
consultants and financial  advisors who obtain  confidential  information of the
requesting Party pursuant to investigations  permitted hereunder,  to deliver to
the  requesting  Party  all  such  confidential   information  that  is  written
(including copies or extracts thereof).

     (b)  If a  Party  or a  Person  to  whom  a  Party  transmits  confidential
information of another Party is requested or becomes legally  compelled (by oral
questions,  interrogatories,  requests for  information or documents,  subpoena,
criminal or civil  investigative  demand or similar  process) to disclose any of
such confidential information, such

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 Party or other Person will provide the other Party with prompt  written  notice
 so that such Party may seek a protective order or other  appropriate  remedy or
 waive compliance with Section 8.6(a).  If such protective order or other remedy
 is not obtained,  or if the  applicable  Party waives  compliance  with Section
 8.6(a),  the Party or Person  subject to the  request  will  furnish  only that
 portion of such  confidential  information  which is legally  required and will
 exercise  reasonable  efforts to obtain  reliable  assurance that  confidential
 treatment will be accorded such confidential information.

                  8.7 Consents and Filing . The Parties  shall,  promptly  after
execution of this  Agreement,  make all required  filings and  submissions  with
respect to the Merger. Each Party will take all reasonable actions to obtain any
other  consent,  authorization,  order or approval of, or any  exemption by, any
Person  required to be obtained  or made in  connection  with the Merger and the
other  transactions  contemplated by this  Agreement.  Each Party will cooperate
with and promptly  furnish  information  to the other Party in  connection  with
obtaining such consents or making any such filings and will promptly  furnish to
the other Party a copy of all filings made with a Governmental Authority.

                  8.8 EINI SEC Filing . Between  the date hereof and the Closing
Date,  OMNI shall  cooperate with EINI in connection  with the  preparation  and
filing of, and provide to EINI for inclusion or  incorporation  by reference in,
any  reports,  filings,  schedules or  registration  statements  (including  any
prospectus  contained in any such  registration  statement)  to be filed by EINI
with the Commission (the "EINI Filings").  Without limiting the foregoing,  OMNI
shall take all reasonable actions requested by EINI to enable EINI to include or
incorporate  by reference in the EINI Filings any  Financial  Statement of OMNI,
including,  without  limitation,  all documents required for listing on the NASD
bulletin board and any auditors' report thereon.

                  8.9  Contemplated  Post-Effective  Management  Structure.  The
officers  and  directors of CASTNET  shall  consist of the same persons as EINI.
Each of the  directors and officers  shall hold office until the next  scheduled
annual meeting of shareholders of EINI, scheduled for September 15, 1999.

                                    ARTICLE 9

                             SECURITIES LAW MATTERS

                  9.1  Disposition  of  Shares.  The New EINI  Shares  are being
acquired  hereunder  pursuant to a private  placement  under  Regulation  D, and
therefore,  such securities  shall not be sold or otherwise  disposed of, except
(a)  pursuant  to an  exemption  from the  registration  requirements  under the
Securities Act, (b) in accordance with Rule 144 under the Securities Act, or (c)
pursuant to an effective registration statement filed by EINI with the SEC under
the Securities Act. To the extent the Shareholders comply with the provisions of

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Rule 144 under the  Securities Act in effecting  sales of the EINI Shares,  EINI
agrees to provide  its  transfer  agent  with  appropriate  instructions  and/or
opinions  of  counsel in order for the  Shareholders  to sell,  transfer  and/or
dispose of the EINI Shares in accordance with Rule 144.

                  9.2 Legend. The certificates representing the  New EINI Shares
shall bear the following legend:

           THE  SHARES   REPRESENTED  BY  THIS  CERTIFICATE  ARE
           SUBJECT  TO THE  PROVISIONS  OF RULE 144  PROMULGATED
           UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE
           "ACT-), AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
           DISPOSED OF BY THE HOLDER  EXCEPT (A)  PURSUANT TO AN
           EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE ACT.
           AND IN COMPLIANCE WITH APPLICABLE  SECURITIES LAWS OF
           ANY STATE WITH  RESPECT  THERETO,  (B) IN  ACCORDANCE
           WITH  RULE 144 UNDER  THE ACT,  OR (C) IN  ACCORDANCE
           WITH AN  OPINION  OF  COUNSEL  IN FORM AND  SUBSTANCE
           SATISFACTORY  TO THE ISSUER  THAT AN  EXEMPTION  FROM
           SUCH REGISTRATION IS AVAILABLE.

EINI may,  unless a registration  statement is in effect covering such shares or
unless the proposed  transfer  comply with Rule 144, place stop transfer  orders
with its transfer  agent with respect to such  certificates  in accordance  with
federal securities laws.

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                                   ARTICLE 10

                                     CLOSING

                   10. 1 Closing.

     (a) Unless this Agreement shall have been  terminated and the  transactions
herein  contemplated  shall have been  abandoned  pursuant to the  provisions of
Section 11. 1, the closing of the  transactions  contemplated  by this Agreement
(the  "Closing")  shall take place at the offices of Jeffer,  Mangels,  Butler &
Marmaro LLP, 2121 Avenue of the Stars, 10th Floor, Los Angeles,  California,  or
such other place as shall be mutually  agreed to by OMNI and EINI,  on or before
February  26,  1999,  or at such other  place,  time and date as the Parties may
mutually agree.  The date and time of such Closing are herein referred to as the
"Closing  Date."  Notwithstanding  the Closing Date, the Effective Time shall be
deemed to have occurred  only when (i) the matters  provided for in Sections 2.2
and 2.3 shall have occurred and (ii) all of the certificates and other documents
required to be delivered at the Closing have been delivered (or the  requirement
therefor waived), as specified in Sections 10.2 and 10.3 hereof.

     (b)  Notwithstanding  any approval of this Agreement by the shareholders of
OMNI,  no agreement  among the Parties to change the place,  time or date of the
Closing shall require the approval of the shareholders of OMNI.

                  10.2  Documents to be Delivered by EINI. At the Closing,  EINI
shall deliver to OMNI the following:

     (a) A  certificate,  executed  by an officer of EINI in such detail as OMNI
shall reasonably request,  certifying that all  representations,  warranties and
covenants herein are true and correct as of  the Effective  Time.   The delivery
of such certificate shall constitute a representation and warranty of EINI as to
the statements set forth therein.

     (b) A copy of the  resolutions  adopted  by the  shareholders  and Board of
Directors of EINI  approving  this  Agreement  and the Merger,  certified by its
Secretary.

                  10.3  Documents to be Delivered by OMNI. At the Closing,  OMNI
shall deliver to EINI the following:

     (a) A  certificate,  executed by the  President of OMNI,  in such detail as
EINI shall reasonably request,  certifying that all representations,  warranties
and covenants herein are true and correct as of the Effective Time. The delivery
of such certificate shall constitute a representation and warranty of OMNI as to
the statements set forth therein.

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     (b) A copy of the  resolutions  adopted  by the  Shareholders  and Board of
Directors of OMNI  approving  this  Agreement and the Merger,  certified by this
Secretary,

                                   ARTICLE 11

                                   TERMINATION

                   11.1  Termination. This  Agreement  may be  terminated at any
time prior to the Effective Time:

     (a) by mutual  written  consent of each of the  Parties  hereto at any time
prior to the Closing;

     (b) by EINI in the event of a material  breach by OMNI of any  provision of
this  Agreement  which has not been cured  within 30 days  after  notice of such
breach is delivered to the breaching party;

     (c) by OMNI in the event of a material  breach by EINI of any  provision of
this  Agreement  which has not been cured  within 30 days  after  notice of such
breach is delivered to the breaching party;

     (d) by  either  EINI or OMNI if the  Closing  shall  not have  occurred  by
February 26, 1999 (the  "Termination  Date");  provided,  however,  the right to
terminate this Agreement  under this Section 11. 1 (a) shall not be available to
any party whose failure to fulfill any  obligation  hereunder has been the cause
of, or results in, the failure of the Closing to have  occurred on or before the
Termination Date; or

                  11.2  Effect of  Termination. Except  for  the  provisions  of
Section 8.6 hereof  (Confidentiality),  which shall survive any  termination  of
this  Agreement,  in the event of  termination  of this  Agreement  pursuant  to
Section  11. 1, this  Agreement  shall  forthwith  become void and of no further
force and effect and the Parties shall be released from any and all  obligations
hereunder;  provided,  however, that nothing herein shall relieve any Party from
liability for the breach of any of its representations, warranties, covenants or
agreements set forth in this Agreement.

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                                   ARTICLE 12
                               GENERAL PROVISIONS

                   12.1 Amendment. This  Agreement may  not be amended except by
an instrument in writing signed on behalf of each of the Parties.

                   12.2 Waiver. At any time prior to the Effective Time, whether
before  or  after   approval  of  this   Agreement  and  the  Merger  by  OMNI's
shareholders,  any Party may (a) extend the time for the  performance  of any of
the obligations or other acts of any other Party hereto or (b) waive  compliance
with any of the  agreements of any other Party or with any conditions to its own
obligations. Any such extension or waiver shall be valid only if set forth in an
instrument  in  writing  signed  on behalf of the  Party  making  the  waiver or
granting the  extension by a duly  authorized  officer.  No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of any
other  provision  hereof  (whether  or  not  similar),  nor  shall  such  waiver
constitute a continuing waiver unless otherwise expressly provided.

                   12.3  Assignment and Binding  Effect.  Neither this Agreement
nor any of the rights or  obligations  hereunder may be assigned by OMNI without
the prior written  consent of EINI or assigned by EINI without the prior written
consent of OMNI; provided,  however, EINI may assign any of its rights hereunder
to any direct or indirect wholly-owned subsidiary of EINI without the consent of
OMNI,  although such assignment shall not release EINI of any of its obligations
hereunder.  Subject to the foregoing,  this Agreement  shall be binding upon and
inure to the benefit of the Parties and their respective successors, transferees
and assigns,  and no other Person  shall have any right,  benefit or  obligation
hereunder.

                   12.4  Governing  Law. Except as to  matters  relating  to the
internal  laws of a  jurisdiction,  this  Agreement  shall be  governed  by, and
construed in accordance with, the law of the State of California, without regard
to the conflicts of law principles thereof.

                   12.5 Entire Agreement. This Agreement  constitutes the entire
agreement  between  the Parties  pertaining  to the  subject  matter  hereof and
supersedes all prior agreements,  understandings,  negotiations and discussions,
whether  oral or written,  of the  Parties  with  respect to the subject  matter
hereof.

                   12.6  Severability.  In the event that any one or more of the
provisions  contained in this Agreement or in any other  instrument  referred to
herein,  shall, for any reason, be held to be invalid,  illegal or unenforceable
in any respect,  then to the maximum extent  permitted by law, such  invalidity,
illegality  or  unenforceability  shall not affect any other  provision  of this
Agreement or any other such instrument.

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                   12.7 Titles. The titles, captions or headings of the Articles
and Sections  herein are for  convenience of reference only and are not intended
to be a part of or to affect the meaning or interpretation of this Agreement.

                   12.8 Attorneys'  Fees.  Should any Party institute any Action
to enforce any provision of this Agreement,  including,  without limitation,  an
Action for  declaratory  relief,  damages by reason of an alleged  breach of any
provision of this  Agreement,  equitable  relief or otherwise in connection with
this Agreement,  or any provision hereof, the prevailing Party shall be entitled
to recover from the losing Party or Parties reasonable attorneys' fees and costs
for services rendered to the prevailing Party in such Action.

                   12.9 Multiple  Counterparts.  This Agreement' may be executed
in two or more counterparts,  each of which shall be deemed an original, but all
of which shall constitute one and the same instrument.

                   12.10  Notices.  Unless  applicable  Law requires a different
method of giving notice,  any and all notices,  demands or other  communications
required  or desired to be given  hereunder  by any Party  shall be in  writing.
Assuming  that the  contents of a notice meet the  requirements  of the specific
Section of this  Agreement  which  mandates the giving of that notice,  a notice
shall be validly given or made to another  Party if served either  personally or
if  deposited  in the United  States  mail,  certified  or  registered,  postage
prepaid,  or if transmitted by telegraph,  telecopy or other electronic  written
transmission device or if sent by overnight courier service, and if addressed to
the  applicable  Party as set  forth  below.  If such  notice,  demand  or other
communication is served personally,  service shall be conclusively  deemed given
at the  time  of  such  personal  service.  If  such  notice,  demand  or  other
communication  is given by mail,  service  shall be  conclusively  deemed  given
seventy-two  (72) hours after the deposit  thereof in the United States mail. If
such notice,  demand or other  communication is given by overnight  courier,  or
electronic transmission,  service shall be conclusively deemed given at the time
of confirmation of delivery. The addresses for the Parties are as follows:

SLE LADOCS\2441261 13 60004 000101/20/99



<PAGE>


      If to OMNI:

          Only Multimedia  Network,  Inc. 5820 Wilshire  Boulevard Suite 503 Los
          Angeles,  California  90036 Fax: (213)  964-1050  Attn:  Paul Kessler,
          President

      with a copy to:

          Jeffer,  Mangels,  Butler & Marmaro  LLP 2121 Avenue of the Stars 10th
          Floor Los Angeles,  California  90067 Fax: (310)  203-0567  Attention:
          Jeffrey E. Sultan, Esq.

      If to EINI or Castnet:

          The Entertairunent  Internet, Inc. Douglas Ansell 1700 East Desert Inn
          Road Suite 403 Las Vegas, Nevada 89109

      with a copy to:

          Shawn F.  Hackman,  a P.C.  1600 E.  Desert  Inn Suite 102 Las  Vegas,
          Nevada 89109 Fax: (702) 732-7516 Attention: Shawn F. Hackman, Esq.

Any Party may change such Party's address for the purpose of receiving  notices,
demands and other  communications as herein provided,  by a written notice given
in the aforesaid manner to the other Parties.

                  12. 11 Incorporation by Reference.  All Exhibits and Schedules
attached  hereto or to be delivered  in  connection  herewith  are  incorporated
herein by this reference.

SLE LADOCS\2"1261 13 60004 000101/20/99                 -32-



<PAGE>


                  IN WITNESS WHEREOF, each of  EINI, Castnet and OMNI has caused
this  Agreement to be executed as of the date first written above by its officer
thereunto duly authorized.

                                            THE ENTERTAINMENT INTERNET, INC.
                                                A Nevada Corporation

                                                  /s/ Tracy Sinclair
                                            By:
                                                 Tracy Sinclair, President

                                                  /s/ Douglas Ansell
                                            By:
                                                 Douglas Ansell, Secretary

                                            ONLY MULTIMEDIA NETWORK, INC.

                                                  /s/ Paul Kessler
                                            By:
                                                 Paul Kessler, Chairman

SLE LADOCSU"1261 13 60004 000101/20/99

<PAGE>



                             OFFICERS' CERTIFICATE

                        THE ENTERTAINMENT INTERNET, INC.,
                            a California corporation

Thom Mount and Paul Kessler do hereby certify that:

         1. They are the duly elected and acting  Vice-President  and Secretary,
respectively, of The Entertainment Internet, Inc., a California corporation (the
"Corporation").

         2. The  Agreement of Merger in the form  attached was duly  approved on
behalf of the Corporation by its board of directors.

         3. The principal  terms of the Agreement of Merger in the form attached
were approved by the Corporation by the vote of a number of shares of each class
which equaled or exceeded the vote required,  such classes,  the total number of
outstanding  shares  of  each  class  entitled  to vote  on the  merger  and the
percentage vote required of each class being as follows:

                                   Total Number of
                                   Outstanding Shares       Percentage
 Name of Class                     Entitled to Vote         Vote Required

 Common Stock                          1,000                  More than 50%

          4. Equity  securities of the  Corporation's  parent  corporation,  The
Entertainment  Internet,  Inc.,  a Nevada  corporation,  are to be issued in the
merger and the required vote of the  shareholders of the parent  corporation was
obtained.

          Each of the  undersigned  further  declares  under  penalty of perjury
under the laws of the State of California that he has read this  Certificate and
knows the contents hereof and that the matters set forth in this Certificate are
true and correct of his own knowledge.

Dated:            March 22, 1999


                                        /s/ Thom Mount
                                        Thom Mount, Vice President

                                        /s/ Paul Kessler
                                        Paul Kessler, Secretary
[Corporate Seal]
[GRAPHIC OMITTED]


<PAGE>



                             OFFICERS' CERTIFICATE

                      ONLY MULTIMEDIA NETWORK INCORPORATED,
                            a California corporation

than Mount and Paul Kessler do hereby certify that:

         1. They are the duly  elected  and  acting -  Chairman  and  Secretary,
respectively,  of Only Multimedia Network Incorporated, a California corporation
(the "Corporation").

         2. The  Agreement of Merger in the form  attached was duly  approved on
behalf of the Corporation by its board of directors.

         3. The principal  terms of the Agreement of Merger in the form attached
were approved by the Corporation by the vote of a number of shares of each class
which equaled or exceeded the vote required,  such classes,  the total number of
outstanding  shares  of  each  class  entitled  to vote  on the  merger  and the
percentage vote required of each class being as follows:


                                  Total Number
                                 of Outstanding
                                 Shares Entitled          Percentage
Name of Class                       to Vote              Vote Required
-------------                       -------              -------------

Common Stock                       8,852,279             More than 50%

Preferred Stock                        5,400             More than 50%


         Each of the undersigned further declares under penalty of perjury under
the laws of the State of California that he has read this  Certificate and knows
the contents hereof and that the matters set forth in this  Certificate are true
and correct of his own knowledge.

Dated:            March 22, 1999



/s/ Thom Mount
Thom Mount
Chairman of the
Board of Directors

/s/ Paul Kessler
Paul Kessler
Secretary