FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER


     THIS FIRST  AMENDMENT TO AGREEMENT  AND PLAN OF MERGER,  dated as of August
31,1999 is among FUSION NETWORKS,  INC., a Delaware corporation ("Fusion"),  IDM
ENVIRONMENTAL  CORP., a New Jersey  corporation  ("IDM"),  IDM/FUSION  HOLDINGS,
INC., a Delaware corporation ("Parent"),  and IDM/FNI ACQUISITION CORPORATION, a
Delaware corporation and a direct wholly owned subsidiary of Parent (the "Merger
Subsidiary").

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

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

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

     1. Amendment of Section 1.6. Section 1.6 of the Agreement is hereby deleted
in its entirety and replaced with the following:

     "SECTION 1.6 Directors.  The directors of Fusion  immediately  prior to the
     Effective Time shall be the initial directors of the Surviving Corporation,
     each to hold office in accordance with the Certificate of Incorporation and
     Bylaws of the Surviving Corporation until such director's successor is duly
     elected or appointed and qualified."

     2. Amendment to Section 2.1(c).  Section 2.1 of the Agreement is amended to
reflect a 1,000-for-1  stock split  implemented by Fusion subsequent to the date
of the  Agreement and the  reference  appearing  therein to the right to receive
"17,733.333" fully paid and non-assessable shares is hereby deleted and replaced
with "17.733."

     3.  Amendment to Sections  6.1(c) and 6.4.  Sections  6.1(c) and 6.4 of the
Agreement  are  amended  to add  the  following  language  at the  end of  those
provisions:

     "Notwithstanding  the requirement  that IDM submit each of the Action Items
     to its stockholders for approval at the Parent Stockholder Meeting, IDM, as
     the sole  stockholder  of Parent prior to the Effective  Date,  may, at its
     discretion,  approve and carry out the Action Items  referred to in Section
     6.4(iii),  (iv) and (v) prior to the  Parent  Stockholder  Meeting  without
     submitting the same to a vote of the IDM stockholders."

     4. New Section 6.16. The Agreement is amended to add new Section 6.16 which
shall read in full as follows:

     "SECTION 6.16 Assumption of Warrants and Options.

          (a) At the Effective Time, the Parent shall assume all obligations (a)
     under the 1993 Plan,  the 1995 Plan and the 1998 Plan of IDM, as  described
     in Section 4.2(a) (collectively, the "IDM Option Plans") and (b) under each
     of the  outstanding  Other  Derivative  Securities  of IDM as  described in
     Section 4.2(a).  At the Effective Time, each  outstanding  option under the
     IDM Plans and Other Derivative  Securities to purchase shares of IDM Common
     Stock, whether vested or unvested, shall be deemed to constitute an option,
     warrant or derivative security to acquire, on the same terms and conditions
     as were  applicable  under the IDM  Option  Plans or the  Other  Derivative
     Securities  the same number of shares of Parent  Common Stock as the holder
     of such  options  or  derivative  securities  would have been  entitled  to
     receive  pursuant  to the Merger had such holder  exercised  such option or
     derivative  security  in  full  immediately  prior  to the  Effective  Time
     (rounded


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     downward  to the  nearest  whole  number),  at a price per  share  (rounded
     downward  to the  nearest  whole  cent)  equal to (y) the  aggregate  price
     payable  for the shares of IDM Common  Stock  purchasable  pursuant to such
     options or derivative  securities  immediately  prior to the Effective Time
     divided  by (z) the number of full  shares of Parent  Common  Stock  deemed
     purchasable pursuant to such options or derivative securities in accordance
     with the foregoing.

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

     5.  Amendment of Section  7.1(a).  The  reference in Section  7.1(a) of the
Agreement  to the  "unanimous  vote of the  stockholders  of  Fusion"  is hereby
deleted and replaced with "majority vote of the stockholders of Fusion."

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

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

IDM ENVIRONMENTAL CORP.                        IDM/FNI ACQUISITION CORPORATION


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


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


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