ACQUISITION  AGREEMENT

This ACQUISITION AGREEMENT dated as of December 3, 2002 (this "Agreement") is by
and  between  NetSalon Corporation, a Delaware corporation ("NSLN"),  and Global
Investments  Fund Pty Ltd., an Australian Corporation incorporated  in the State
of  Victoria  ("GIF").

RECITALS

A.     WHEREAS,  SDR Communications Technologies Proprietary Limited ("SDRC") is
an  Australian  corporation ("SDRC"), incorporated in the State of Victoria; and

B.     WHEREAS,  SDRC  is in the business of developing communications equipment
for  the  wireless  communications  industry in both the commercial and military
fields,  developed  over  the last four years in Australia, and has ownership of
several  patent  applications,  developed  by  its  engineering  division, for a
revolutionary new Software Defined Radio multiple protocol wireless base station
technology  known  as  SpectruCell;  and

C.     WHEREAS,  SDRC  plans  (1)  to  implement  field  trials  with a US based
carrier,  (2)  to  undertake an extensive joint venture relationship with one of
the  largest  semi-conductor  companies in the USA, (3) to undertake to complete
active  commercial  negotiations  with a large US based military contractor, and
(4)  to  undertake an active involvement in potential relationships with several
other  International  and  US  based  communications  companies  and  military
contractors;  and

D.     WHEREAS,  SDRC  plans to locate and establish a base of operations in the
United  States  for the continued development, marketing and distribution of the
SpectruCell  SDR  commercial  and  military products in the USA and Canada, such
base  of  operations will involve the establishment of engineering, research and
development,  sales,  marketing  and  distribution  facilities;  and

E.     WHEREAS,  SDRC plans to establish a joint venture operation in the United
States  as the worldwide headquarters for the continued military development and
global  distribution of military applications of the SpectruCell SDR technology;
and

F.     WHEREAS,  GIF  is  the  majority shareholder in SDRC and has committed to
provide  shares  representing approximately 15% of its shareholding to NSLN that
will  result  in  NSLN  becoming  a  substantial  shareholder  in  SDRC;  and

G.     WHEREAS,  GIF  will  procure  an agreement between SDRC and NSNL, whereby
NSNL  will  obtain,  subject to the terms of that agreement, rights to represent
SDRC  in  the  United  States,  and  Canada  for  certain  applications  of  the
SpectruCell  SDR  technology.

NOW,  THEREFORE,  The  respective  Boards  of  Directors of NSLN and GIF deem it
advisable  and  in  the  best interests of their corporations and the respective
shareholders  of  their  corporations  that NSLN acquire securities of SDRC from
GIF,  in  accordance  with  the  terms and conditions of this Reorganization and
Stock  Purchase  Agreement.
1.     Pre-Closing  Actions  of  NSLN.  Immediately  upon  execution  of  this
       ------------------------------
Agreement and prior to any Closing as set forth herein, NSLN shall undertake the
       -
following  Actions:

-     The  Board  of  Directors  of  NSLN  shall unanimously approve and deliver
resolutions with respect to (a) approving the Transactions set forth herein; (b)
electing  five  persons  to  the board of directors of NSLN, and (c) approving a
name  change of the corporation to "Military Communications Technologies, Inc.".
-     NSLN  shall  undertake a transaction or transactions pursuant to which the
company  will  cancel  and  have  outstanding only Common Stock and no more than
11,939,232  shares  of  Common  Stock.
-     NSLN  shall  forward  to  Cutler Law Group in escrow a total of 88,060,768
shares  (the  "Escrowed  NSLN  Shares"),  representing  approximately 88% of the
fully-diluted  shares  of  NSLN,  to  be  delivered  to  GIF  at  the  Closing.
-     NSLN  shall  complete  conversions, releases or other agreements such that
the  outstanding  liabilities,  obligations and other debts, direct or indirect,
contingent  or  existing,  shall  be  no  more  than  $340,000 (the "Outstanding
Obligations").  NSLN shall further covenant and agree to use its best efforts to
reduce  the  Outstanding  Obligations  to  a  lower  dollar  amount.

2.     Pre-Closing  Action of GIF.  Immediately upon execution of this Agreement
       --------------------------
and  prior  to  any  Closing  as  set  forth  herein,  GIF shall procure SDRC to
undertake  the  following  Action:

-     The  Board  of  Directors  of  SDRC  unanimously  approving and delivering
resolutions  with respect to approving the Transactions set forth herein as they
affect  SDRC.
-     The Shareholders of SDRC approving the Transactions contemplated hereby if
required.
-     The  Board  of  Directors  of  GIF  unanimously  approving  and delivering
resolutions  with respect to approving the Transactions set forth herein as they
affect  GIF.
-     The  Shareholders of GIF approving the Transactions contemplated hereby if
required.

3.     At  the  Closing.
       -----------------

(a)     At  the Closing, Cutler Law Group shall release the Escrowed NSLN Shares
to  GIF.

(b)     At  the  Closing,  certain NSLN shareholders, as more fully set forth on
Exhibit  A  hereto,  shall  enter  into Lock Up Agreements, similar in nature to
conventional  Regulation 144 restrictions with NSLN, in the form attached hereto
as  Exhibit  A  and  incorporated  herein  by  reference.MRCM.  Richard
Cutler-1502876998Please  note  that  this  will  need  to  include a substantial
majority  of  the  11,939,232  shares  to  make this deal work.  The lockup will
include  not  only  management, but all finders and others possible.  The lockup
will  provide  for "dribble in" share releases based upon price/volume structure
in  the  market.  Jon  Sawyer  will provide a a shareholder list from which this
will  be  derived.  Bridgewater  will need to discuss this list with us prior to
execution.  The  lockups  will  certainly  also  provide that no shares shall be
tradeable  until  we  reach  90/10  after  the  increase  in  authorized.

(c)     At the Closing, NSLN shall provide a Declaration signed by its President
under  penalty  of perjury that the Outstanding Obligations shall be $340,000 or
less.  Such  declaration  shall  be accompanied by releases, agreements or other
documentation  which  reflects the reduction of the Outstanding Obligations from
the  liabilities  set  forth in the Financial Statements to the $340,000 or less
amount.

(d)     The  parties hereto understand and agree that subsequent to the Closing,
the  parties shall work to reach an agreement, binding under the applicable laws
of  the  United States and the place of incorporation of NSLN (and in compliance
with  the provisions of the certificate of incorporation and by-laws of NSLN and
any  relevant  provisions  of  any  capital  market  upon which stock in NSLN is
listed), with respect to a subsequent transaction pursuant to which the existing
business  of  NSLN  shall be transferred to the prior management of NSLN (all of
which  is  held in NSLN I, Inc., ["NSLN1"] a wholly-owned subsidiary of NSLN) in
consideration  of  and  subject  to  the  assumption  of the liabilities of such
existing  business,  and  adequate  undertakingsI  and  indemnities  to meet any
liabilities  there under from the prior management of NSLN that they are able to
meet  those  liabilities.  Prior  Management  shall  provide  an Indemnification
Agreement  with  respect  to  Outstanding  Obligations which shall be secured by
1,500,000  shares  of  NSLN  held prior to the Closing.  Management acknowledges
that such shares shall have been held for not less than 1 year prior to Closing,
with  the  result that they will become freely tradeable in accordance with Rule
144  as a bona fide pledge to secure the prior obligations.  The shares securing
this  Indemnification  Agreement  shall  be  released  pro-rata  upon reduction,
whether  by payment, release or other agreement, of the Outstanding Obligations.

(e)     Subsequent to Closing, NSLN shall cause its shareholders to increase its
authorized shares to 200,000,000, and shall immediately thereafter issue a total
of  19,293,320  additional  shares  to  GIF  (the  "Additional  NSLN  Shares").

4.     Timing  of Closing.  The Closing shall occur upon the satisfaction of the
       ------------------
conditions  set  forth  in this Agreement and upon instructions from the parties
hereto  to  the Escrow Agent.  The Closing Date shall occur on December 2, 2002,
unless  the  Escrow  Agent  receives  instructions otherwise from the parties or
notice  from a party that the conditions set forth herein have not occurred.  In
the  event  the  Closing  does  not  occur on or before January 31, 2003 (unless
otherwise extended in writing by the parties), the Escrow Agent shall return the
Escrowed  NSLN  Shares  to  NSLN.

5.     Representations  of  NSLN.  NSLN  represents  and  warrants  as  follows:
       --------------------------

(a)     Ownership of Shares.  As of the Closing Date, GIF will become sole owner
of the Escrowed NSLN Shares.  Upon completion of approval of the increase in the
authorized  shares,  GIF  will  become sole owner of the Additional NSLN Shares.
The  Escrowed  NSLN  Shares  and  the  Additional  NSLN Shares will be free from
claims, liens or other encumbrances, except as provided under applicable federal
and  state  securities  laws;

(b)     Fully  paid  and  Nonassessable.  The  Escrowed  NSLN  Shares  and (upon
increase  in  the  authorized shares) the Additional NSLN Shares constitute duly
and  validly  issued  shares  of NSLN, and are fully paid and nonassessable, and
they  further  represent  that  they have the power and the authority to execute
this  Agreement  and  to  perform  the  obligations  contemplated  hereby;

(c)     Organization  of  NSLN;  Authorization.  NSLN  is  a  corporation  duly
organized, validly existing and in good standing under the laws of Delaware with
full  corporate power and authority to execute and deliver this Agreement and to
perform  its  obligations  hereunder. The execution, delivery and performance of
this  Agreement  have  been duly authorized by all necessary corporate action of
NSLN  and  this  Agreement  constitutes  a valid and binding obligation of NSLN;
enforceable  against  it  in  accordance  with  its  terms.  NSLN  has  one,
wholly-owned,  subsidiary,  NSLN1.

(d)     Capitalization.  The  authorized  capital  stock  of  NSLN  consists  of
100,000,000  shares  of common stock, par value $0.001 per share, and 20,000,000
shares  of  preferred  stock.  As  of  the  date  of  this  Agreement,  NSLN has
19,630,900  shares  of  common  stock  issued  and  outstanding and no shares of
preferred  stock  issued  and outstanding.  As of the Closing, NSLN will have no
more  than  11,939,232  10,000,000 shares of common stock issued and outstanding
and  no  shares  of  Preferred  stock.  No shares have otherwise been registered
under  state  or  federal  securities  laws.  As of the Closing Date, all of the
issued  and outstanding shares of common stock of NSLN are validly issued, fully
paid  and non-assessable and, there is not and as of the Closing Date there will
not be outstanding any warrants, options or other agreements on the part of NSLN
obligating  NSLN  to issue any additional shares of common or preferred stock or
any  of  its  securities of any kind.  NSLN will not issue any shares of capital
stock  from  the  date  of  this  Agreement through the Closing Date.  NSLN is a
"reporting  company" in accordance with Section 12(b) or 12(g) of the Securities
Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act"), and has filed all
required  and/or  appropriate  annual, periodic and other reports required under
the  Exchange Act with the Securities and Exchange Commission.  The Common Stock
of  NSLN  is presently listed and trading on the over-the-counter bulletin board
under  the  symbol  "NSLN".

(e)     Ownership  of  NSLN Shares. The delivery of certificates provided herein
for  the  Escrowed  NSLN Shares will result in GIF's or assigns, as the case may
be,  immediate  acquisition  of  record and beneficial ownership of the Escrowed
NSLN  Shares,  free  and  clear  of  all  Encumbrances other than as required by
Federal  and  State  securities  laws.

(f)     No  Conflict  as  to  NSLN  and Subsidiaries.  Neither the execution and
delivery  of  this  Agreement  nor  the consummation of the exchange of the NSLN
Shares  will  (a)  violate  any provision of the certificate of incorporation or
by-laws  (or  other governing instrument) of  NSLN or any of its Subsidiaries or
(b) violate, or be in conflict with, or constitute a default (or an event which,
with  notice  or  lapse  of  time or both, would constitute a default) under, or
result  in  the  termination  of,  or accelerate the performance required by, or
excuse  performance  by any Person of any of its obligations under, or cause the
acceleration of the maturity of any debt or obligation pursuant to, or result in
the  creation  or  imposition  of any Encumbrance upon any property or assets of
NSLN  or  any of its Subsidiaries under, any material agreement or commitment to
which  NSLN  or  any  of  its  Subsidiaries  is a party or by which any of their
respective  property  or  assets  is  bound,  or to which any of the property or
assets  of  NSLN  or  any  of  its  Subsidiaries  is subject, or (c) violate any
statute  or  law or any judgment, decree, order, regulation or rule of any court
or other Governmental Body applicable to NSLN or any of its Subsidiaries except,
in  the  case of violations, conflicts, defaults, terminations, accelerations or
Encumbrances  described in clause (b) of this Section for such matters which are
not  likely  to  have  a  material  adverse  effect on the business or financial
condition  of  NSLN  and  its  Subsidiaries,  taken  as  a  whole.

(g)     Consents  and Approvals of Governmental Authorities. Other than a filing
under  Rule  14f-1,  no  consent,  approval or authorization of, or declaration,
filing  or  registration  with,  any Governmental Body is required to be made or
obtained  by  NSLN or any of either of their Subsidiaries in connection with the
execution,
<PAGE>

     delivery  and  performance of this Agreement by NSLN or the consummation of
the  sale  of  the  NSLN  Shares.

(h)     Other  Consents.  No consent of any Person is required to be obtained by
NSLN  to  the  execution,  delivery  and  performance  of  this Agreement or the
consummation  of  the  sale  of  the NSLN Shares, including, but not limited to,
consents  from  parties to leases or other agreements or commitments, except for
any  consent  which the failure to obtain would not be likely to have a material
adverse  effect  on  the  business  and
<PAGE>

     financial  condition  of  NSLN.

(i)     Financial  Statements.  NSLN  has delivered to SDRC consolidated balance
sheets  of  NSLN  and  its  Subsidiaries as at June 30, 2002, June 30, 2001, and
statements  of income and changes in financial position for each of the years in
the  two-year  periods  then  ended,  together with the report thereon of NSLN's
independent  accountants  (the  "NSLN  Audited Financial Statements").  NSLN has
also  delivered  to  SDRC  unaudited consolidated balance sheets of NSLN and its
Subsidiaries  as  at  September 30, 2002 and statements of income and changes in
financial  position  for  the three-month period then ended (the "NSLN Unaudited
Financial  Statement"  and, together with the NSLN Audited Financial Statements,
the  "NSLN  Financial  Statements").  Such  NSLN  Financial Statements and notes
fairly present the consolidated financial condition and results of operations of
NSLN and its Subsidiaries as at the respective dates thereof and for the periods
therein  referred  to,  all  in accordance with generally accepted United States
accounting  principles  consistently  applied  throughout  the periods involved,
except  as  set  forth  in the notes thereto, and shall be utilizable in any SEC
filing  in  compliance  with  Rule  310  of Regulation S-B promulgated under the
Securities  Act.  NSLN  has delivered or otherwise made available to SDRC copies
of  all  annual, quarterly and other periodic reports filed by NSLN with the SEC
in  accordance  with  the  Exchange  Act.

(j)     Title  to  Properties.  NSLN  or  one  of  its Subsidiaries owns all the
material  properties  and  assets  that  they purport to own (real, personal and
mixed, tangible and intangible), including, without limitation, all the material
properties  and  assets  reflected  in the NSLN Financial Statements and all the
material  properties  and assets purchased or otherwise acquired by  NSLN or any
of  its  Subsidiaries  since  the  date  of  the NSLN Financial Statements.  All
properties  and  assets  reflected in the NSLN Financial Statements are free and
clear  of  all  material Encumbrances and are not, in the case of real property,
subject  to  any  material rights of way, building use restrictions, exceptions,
variances,  reservations  or  limitations  of any nature whatsoever except, with
respect  to  all such properties and assets, (a) mortgages or security interests
shown  on  the  NSLN  Financial  Statements as securing specified liabilities or
obligations,  with  respect  to which no default (or event which, with notice or
lapse  of  time  or  both,  would constitute a default) exists, (b) mortgages or
security  interests  incurred  in  connection  with  the purchase of property or
assets  after  the  date  of  the  NSLN Financial Statements (such mortgages and
security  interests  being  limited to the property or assets so acquired), with
respect  to  which  no  default (or event which, with notice or lapse of time or
both,  would  constitute  a  default)  exists,  (c)  as  to  real  property, (i)
imperfections of title, if any, none of which materially detracts from the value
or impairs the use of the property subject thereto, or impairs the operations of
NSLN  or  any  of  its  Subsidiaries and (ii) zoning laws that do not impair the
present  or  anticipated  use of the property subject thereto, and (d) liens for
current  taxes  not  yet  due.  The  properties  and  assets  of  NSLN  and  its
Subsidiaries include all rights, properties and other assets necessary to permit
NSLN  and  its Subsidiaries to conduct  NSLN's business in all material respects
in  the  same  manner  as  it  is  conducted  on  the  date  of  this Agreement.

(k)     Buildings,  Plants  and Equipment. The buildings, plants, structures and
material  items of equipment and other personal property owned or leased by NSLN
or  its  Subsidiaries are, in all respects material to the business or financial
condition  of  NSLN  and  its  Subsidiaries, taken as a whole, in good operating
condition  and  repair (ordinary wear and tear excepted) and are adequate in all
such  respects  for  the  purposes  for which they are being used.  NSLN has not
received  notification that it or any of its Subsidiaries is in violation of any
applicable  building,  zoning,  anti-pollution,  health,  safety  or  other law,
ordinance  or  regulation  in  respect of its buildings, plants or structures or
their operations, which violation is likely to have a material adverse effect on
the  business  or  financial condition of  NSLN and its Subsidiaries, taken as a
whole  or  which  would require a payment by  NSLN or any of its subsidiaries in
excess  of  $2,000  in  the  aggregate,  and  which  has  not  been  cured.

(l)     No  Condemnation  or Expropriation. Neither the whole nor any portion of
the  property  or leaseholds owned or held by NSLN or any of its Subsidiaries is
subject  to  any  governmental decree or order to be sold or is being condemned,
expropriated or otherwise taken by any Governmental Body or other Person with or
without  payment  of  compensation  therefore,  which Action is likely to have a
material  adverse  effect on the business or financial condition of NSLN and its
Subsidiaries,  taken  as  a  whole.

(m)     Litigation.  Except as set forth on Schedule 5(m) attached hereto, there
is  no action, suit, inquiry, proceeding or investigation by or before any Court
or  Governmental body pending or threatened in writing against or involving NSLN
or  any of its Subsidiaries which is likely to have a material adverse effect on
the  business or financial condition of  NSLN and any of its Subsidiaries, taken
as whole, or which would require a payment by NSLN or its subsidiaries in excess
of  $2,000  in  the  aggregate  or which questions or challenges the validity of
this  Agreement.  Neither  NSLN  nor  any  or its Subsidiaries is subject to any
judgment,  order  or  decree that is likely to have a material adverse effect on
the  business  or financial condition of  NSLN or any of its Subsidiaries, taken
as  a  whole,  or  which  would require a payment by NSLN or its subsidiaries in
excess  of  $2,000  in  the  aggregate.

(n)     Absence  of  Certain  Changes.  Since  the  date  of  the NSLN Financial
Statements,  neither  NSLN  nor  any  of  its  Subsidiaries  has:

1.     suffered  the  damage  or  destruction of any of its properties or assets
(whether  or  not  covered  by  insurance)  which  is  materially adverse to the
business or financial condition of  NSLN and its Subsidiaries, taken as a whole,
or  made  any disposition of any of its material properties or assets other than
in  the  ordinary  course  of  business;

2.     made  any  change  or  amendment  in  its certificate of incorporation or
by-laws,  or  other  governing  instruments;

3.     other than the NSLN Escrowed Shares, issued or sold any Equity Securities
or  other  securities,  acquired,  directly  or  indirectly,  by  redemption  or
otherwise,  any  such  Equity  Securities,  reclassified,  split-up or otherwise
changed  any  such  Equity  Security,  or  granted  or entered into any options,
warrants,  calls  or  commitments  of  any  kind  with  respect  thereto;

4.     organized  any  new  Subsidiary  or acquired any Equity Securities of any
Person  or  any  equity  or  ownership  interest  in  any  business;

5.     borrowed  any funds or incurred, or assumed or become subject to, whether
directly  or  by way of guarantee or otherwise, any obligation or liability with
respect  to  any  such  indebtedness  for  borrowed  money;

6.     other  than  as  contemplated  herein,  paid, discharged or satisfied any
material  claim,  liability  or  obligation  (absolute,  accrued,  contingent or
otherwise),  other  than  in  the  ordinary  course  of  business;

7.     other than as contemplated herein, prepaid any material obligation having
a  maturity  of  more  than  90 days from the date such obligation was issued or
incurred;

8.     other than as contemplated herein, cancelled any material debts or waived
any  material  claims  or  rights,  except  in  the ordinary course of business;

9.     disposed  of  or permitted to lapse any rights to the use of any material
patent or registered trademark or copyright or other intellectual property owned
or  used  by  it;

10.     granted  any  general  increase  in  the  compensation  of  officers  or
employees  (including  any such increase pursuant to any employee benefit plan);

11.     purchased  or  entered  into  any contract or commitment to purchase any
material  quantity  of  raw  materials  or supplies, or sold or entered into any
contract  or  commitment  to  sell  any material quantity of property or assets,
except  (i)  normal  contracts  or  commitments  for the purchase of, and normal
purchases  of,  raw materials or supplies, made in the ordinary course business,
(ii)  normal  contracts  or  commitments  for  the sale of, and normal sales of,
inventory  in  the  ordinary  course  of  business,  and  (iii) other contracts,
commitments,  purchases  or  sales  in  the  ordinary  course  of  business;

12.     made  any  capital  expenditures  or  additions  to  property,  plant or
equipment or acquired any other property or assets (other than raw materials and
supplies)  at  a  cost  in  excess  of  $2,000  in  the  aggregate;

13.     written  off  or  been  required  to  write  off  any  notes or accounts
receivable  in  an  aggregate  amount  in  excess  of  $2,000;

14.     written  down  or  been  required  to  write  down  any  inventory in an
aggregate  amount  in  excess  of  $  2,000;

15.     entered  into  any collective bargaining or union contract or agreement;
or

16.     other  than  the  ordinary  course  of  business, incurred any liability
required  by  generally  accepted  accounting  principles  to  be reflected on a
balance  sheet  and material to the business or financial condition of  NSLN and
its  subsidiaries  taken  as  a  whole.

(o)     No  Material  Adverse  Change.  Except  with  respect to an IRS lien for
$129,000  which has been filed, since the date of the NSLN Financial Statements,
there  has  not  been  any  material adverse change in the business or financial
condition  of  NSLN and its Subsidiaries taken as a whole.  The NSLN SEC filings
contain  all  material  information  with  respect  to  the  business, financial
condition  and  operations  of  NSLN.

(p)     Contracts and Commitments. Neither NSLN nor any of its Subsidiaries is a
party  to  any:

1.     Contract  or  agreement (other than purchase or sales orders entered into
in the ordinary course of business) involving any liability on the part of  NSLN
or  one  of its Subsidiaries of more than  $2,000 and not cancellable by NSLN or
the relevant Subsidiary (without liability to NSLN or such Subsidiary) within 60
days.  NSLN  has  delivered  to  SDRC  or the Escrow Agent copies of any and all
agreements,  arrangements,  contracts  or  other  matters  relating  to  NSLN.

2.     Lease  of personal property involving annual rental payments in excess of
$2,000 and not cancellable by NSLN or the relevant Subsidiary (without liability
to  NSLN  or  such  Subsidiary)  within  90  days;

3.     Employee  bonus,  stock  option  or  stock  purchase,  performance  unit,
profit-sharing,  pension,  savings,  retirement,  health,  deferred or incentive
compensation,  insurance  or other material employee benefit plan (as defined in
Section  2(3) of ERISA) or program for any of the employees, former employees or
retired  employees  of  NSLN  or  any  of  its  Subsidiaries;

4.     Commitment,  contract  or  agreement  that  is  currently expected by the
management of NSLN to result in any material loss upon completion or performance
thereof;

5.     Contract,  agreement  or  commitment  that is material to the business of
NSLN  and its Subsidiaries, taken as a whole, with any officer, employee, agent,
consultant,  advisor,  salesman,  sales  representative,  value  added reseller,
distributor  or  dealer;  or

6.     employment  agreement  or  other  similar  agreement  that  contains  any
severance  or  termination  pay,  liabilities  or  obligations.

All such contracts and agreements are in full force and effect. Neither NSLN nor
any  or  its  Subsidiaries is in breach of, in violation of or in default under,
any  agreement,  instrument,  indenture,  deed of trust, commitment, contract or
other obligation of any type to which NSLN or any of its Subsidiaries is a party
or  is  or  may  be  bound  that  relates to the business of  NSLN or any of its
Subsidiaries  or  to which any of the assets or properties of NSLN or any of its
Subsidiaries  is  subject,  the  effect of which breach, violation or default is
likely to materially and adversely affect the business or financial condition of
NSLN  and  its  Subsidiaries,  taken  as  a  whole.
(q)     Labor  Relations. Neither NSLN nor any of its Subsidiaries is a party to
any  collective  bargaining agreement. Except for any matter which is not likely
to have a material adverse effect on the business or financial condition of NSLN
and its Subsidiaries, taken as a whole, (a) NSLN and each of its Subsidiaries is
in  compliance  with  all  applicable  laws respecting employment and employment
practices,  terms  and  conditions of employment and wages and hours, and is not
engaged  in  any  unfair  labor  practice, (b) there is no unfair labor practice
complaint  against  NSLN  or any of its Subsidiaries pending before the National
Labor  Relations  Board,  (c)  there  is  no  labor strike, dispute, slowdown or
stoppage actually pending or threatened against NSLN or any of its Subsidiaries,
(d)  no  representation question exists respecting the employees of  NSLN or any
of  its  Subsidiaries,  (e)  neither  NSLN  nor  any  of  its  Subsidiaries  has
experienced  any  strike,  work  stoppage  or other labor difficulty, and (f) no
collective  bargaining  agreement  relating  to  employees of NSLN or any of its
Subsidiaries  is  currently  being  negotiated.

(r)     Employee Benefit Plans. No material employee pension and welfare benefit
plans  covering  employees of  NSLN and its Subsidiaries is (1) a multi-employer
plan  as  defined  in  Section  3(37) of ERISA, or (2) a defined benefit plan as
defined in Section 3(35) of ERISA, any listed individual account pension plan is
duly  qualified  as  tax  exempt under the applicable sections of the Code, each
listed benefit plan and related funding arrangement, if any, has been maintained
in  all  material  respects  in  compliance with its terms and the provisions of
ERISA  and  the  Code.

(s)     Compliance  with  Law.  The operations of NSLN and its Subsidiaries have
been  conducted  in  accordance  with all applicable laws and regulations of all
Governmental Bodies having jurisdiction over them, except for violations thereof
which  are  not  likely  to  have  a  material adverse effect on the business or
financial  condition  of  NSLN  and its Subsidiaries, taken as a whole, or which
would  not require a payment by NSLN or its Subsidiaries in excess of  $2,000 in
the  aggregate,  or  which  have  been  cured.  Neither  NSLN  nor  any  of  its
Subsidiaries  has  received  any  notification  of  any asserted present or past
failure  by it to comply with any such applicable laws or regulations.  NSLN and
its  Subsidiaries  have all material licenses, permits, orders or approvals from
the  Governmental  Bodies  required for the conduct of their businesses, and are
not  in  material violation of any such licenses, permits, orders and approvals.
All  such  licenses, permits, orders and approvals are in full force and effect,
and  no  suspension  or  cancellation  of  any  thereof  has  been  threatened.

(t)     Tax  Matters.  Except  as  set  forth  in  Schedule  5(t):

1.     NSLN  and  each  of  its Subsidiaries (1) shall file prior to Closing all
nonconsolidated and noncombined Tax Returns and all consolidated or combined Tax
Returns  that  include  only  NSLN and/or its Subsidiaries and not Seller or its
other  Affiliates  (for  the purposes of this Section, such tax Returns shall be
considered  nonconsolidated  and  noncombined  Tax Returns) required to be filed
through  the  date hereof and will have paid any Tax due through the date hereof
with respect to the time periods covered by such nonconsolidated and noncombined
Tax  Returns and shall timely pay any such Taxes required to be paid by it after
the  date  hereof  with  respect  to  such Tax Returns and (2) shall prepare and
timely  file all such nonconsolidated and noncombined Tax Returns required to be
filed  after  the  date  hereof  and  through the Closing Date and pay all Taxes
required  to  be  paid  by  it  with  respect to the periods covered by such Tax
Returns;  (B)  all  such Tax Returns filed pursuant to clause (A) after the date
hereof  shall, in each case, be prepared and filed in a manner consistent in all
material  respects  (including elections and accounting methods and conventions)
with  such  Tax Return most recently filed in the relevant jurisdiction prior to
the  date  hereof,  except as otherwise required by law or regulation.  Any such
Tax Return filed or required to be filed after the date hereof shall not reflect
any  new  elections or the adoption of any new accounting methods or conventions
or  other  similar  items,  except  to  the extent such particular reflection or
adoption  is  required  to  comply  with  any  law  or  regulation.

2.     NSLN  represents  that prior to Closing, all consolidated or combined Tax
Returns  (except those described in subparagraph (1) above) required to be filed
by  any person through the date hereof that are required or permitted to include
the  income, or reflect the Activities, operations and Transactions, of  NSLN or
any of its Subsidiaries for any taxable period shall have been timely filed, and
the  income,  activities,  operations and Transactions of  NSLN and Subsidiaries
shall  have been properly included and reflected thereon. NSLN shall prepare and
file,  or  cause to be prepared and filed, all such consolidated or combined Tax
Returns  that  are  required  or permitted to include the income, or reflect the
activities,  operations  and  Transactions,  of  NSLN  or  any  Subsidiary, with
respect  to  any  taxable  year or the portion thereof ending on or prior to the
Closing  Date, including, without limitation, NSLN's consolidated federal income
tax  return  for  such  taxable years. Prior to Closing, NSLN will timely file a
consolidated  federal  income tax return for the taxable year ended December 31,
2001  and  such  return  shall  include  and  reflect  the  income,  activities,
operations and Transactions of NSLN and Subsidiaries for the taxable period then
ended,  and hereby expressly covenants and agrees to file a consolidated federal
income  tax  return,  and to include and reflect thereon the income, activities,
operations  and  Transactions  of  NSLN  and Subsidiaries for the taxable period
through  the  Closing Date.  All Tax Returns filed pursuant to this subparagraph
(2)  after  the  date  hereof  shall,  in each case, to the extent that such Tax
Returns  specifically  relate  to  NSLN  or  any  of its Subsidiaries and do not
generally  relate  to  matters  affecting  other  members of NSLN's consolidated
group,  be  prepared  and  filed in a manner consistent in all material respects
(including elections and accounting methods and conventions) with the Tax Return
most  recently  filed  in  the  relevant jurisdictions prior to the date hereof,
except  as  otherwise  required by law or regulation.  NSLN has paid or will pay
all  Taxes  that may now or hereafter be due with respect to the taxable periods
covered  by  such  consolidated  or  combined  Tax  Returns.

3.     Neither  NSLN  nor any of its Subsidiaries has agreed, or is required, to
make  any  adjustment (x) under Section 481(a) of the Code by reason of a change
in  accounting  method  or otherwise or (y) pursuant to any provision of the Tax
Reform  Act  of 1986, the Revenue Act of 1987 or the Technical and Miscellaneous
Revenue  Act  of  1988.

4.     Neither  NSLN nor any of its Subsidiaries or any predecessor or Affiliate
of  the  foregoing  has, at any time, filed a consent under Section 341(f)(1) of
the  Code, or agreed under Section 341(f)(3) of the Code, to have the provisions
of  Section  341(f)(2)  of  the  Code  apply  to  any  sale  of  its  stock.

5.     There  is no (nor has there been any request for an) agreement, waiver or
consent providing for an extension of time with respect to the assessment of any
Taxes  attributable  to  NSLN or its Subsidiaries, or their assets or operations
and no power of attorney granted by NSLN or any of its Subsidiaries with respect
to  any  Tax  matter  is  currently  in  force.

6.     There  is  no  action,  suit,  proceeding,  investigation,  audit, claim,
demand,  deficiency  or additional assessment in progress, pending or threatened
against  or  with  respect  to any Tax attributable to NSLN, its Subsidiaries or
their  assets  or  operations.

7.     All  amounts  required to be withheld as of the Closing Date for Taxes or
otherwise  have  been  withheld  and  paid when due to the appropriate agency or
authority.

8.     No  property  of NSLN is "tax-exempt use property " within the meaning of
Section  168(h)  of the Code nor property that NSLN and/or its Subsidiaries will
be  required  to  treat  as  being  owned  by another person pursuant to Section
168(f)(8)  of  the  Internal  Revenue  Code  of  1954,  as amended and in effect
immediately  prior  to  the  enactment  of  the  Tax  Reform  Act  of  1986.

9.     There  shall be delivered or made available to GIF at or prior to Closing
true  and  complete  copies  of  all  income  Tax  Returns  (or  with respect to
consolidated or combined returns, the portion thereof) and any other Tax Returns
requested  by  the  SDRC  as may be relevant to NSLN, its Subsidiaries, or their
assets or operations for any and all periods ending after  December 31, 1998, or
for  any  Tax  years  which  are subject to audit or investigation by any taxing
authority  or  entity.

10.     There  is no contract, agreement, plan or arrangement, including but not
limited  to  the  provisions  of this Agreement, covering any employee or former
employee  of  NSLN or its Subsidiaries that, individually or collectively, could
give  rise to the payment of any amount that would not be deductible pursuant to
Section  280G  or  162  of  the  Code.

(u)     Environmental  Matters.

1.     At  all  times  prior  to the date hereof, NSLN and its Subsidiaries have
complied  in  all  material respects with applicable environmental laws, orders,
regulations,  rules  and  ordinances  relating to the Properties (as hereinafter
defined),  the  violation  of  which would have a material adverse effect on the
business or financial condition of  NSLN and its Subsidiaries, taken as a whole,
or  which  would  require  a  payment  by  NSLN or its Subsidiaries in excess of
$2,000  in  the  aggregate,  and  which  have  been  duly  adopted,  imposed  or
promulgated  by  any  legislative, executive, administrative or judicial body or
officer  of  any  Governmental  Body.

2.     The  environmental licenses, permits and authorizations that are material
to  the  operations  of NSLN and its Subsidiaries, taken as a whole, are in full
force  and  effect.

3.     Neither  NSLN  nor  any  of its Subsidiaries has released or caused to be
released on or about the properties currently owned or leased by  NSLN or any of
its Subsidiaries (the "Properties") any (i) pollutants, (ii) contaminants, (iii)
"Hazardous  Substances,"  as  that  term  is  defined  in Section 101(14) of the
Comprehensive  Environmental  Response  Act,  as  amended  or  (iv)  "Regulated
Substances,"  as  that  term  in  defined  in  Section  9001  of  the  Resource
Conservation  and  Recovery  Act,  42  U.S.C. Section 6901, et seq., as amended,
which  would  be  required  to  be  remediated  by  any governmental agency with
jurisdiction  over  the  Properties under the authority of laws, regulations and
ordinances  as  in  effect  and  currently interpreted on the date hereof, which
remediation  would  have  a material adverse effect on the business or financial
condition  of  NSLN  and  its  Subsidiaries,  taken  as  a  whole.

(v)     Absence  of  Certain  Commercial  Practices. Neither NSLN nor any of its
Subsidiaries  has, 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  or  other party, in the United States or any other
country,  which  is in any manner related to the business or operations of  NSLN
or  its  Subsidiaries, which NSLN or one of its Subsidiaries knows or has reason
to  believe  to  have been illegal under any federal, state or local laws of the
United States or any other country having jurisdiction; and neither NSLN nor any
of its Subsidiaries has participated, directly or indirectly, in any boycotts or
other  similar  practices  affecting any of its Actual or potential customers in
violation  of  any  applicable  law  or  regulation.

(w)     Transactions  with Directors and Officers.  NSLN and its Subsidiaries do
not  engage  in  business  with  any  Person in which any of NSLN's directors or
officers has a material equity interest. No director or officer of NSLN owns any
property,  asset  or  right,  which  is material to the business of NSLN and its
Subsidiaries,  taken  as  a  whole.

(x)     Borrowing  and Guarantees. NSLN and its Subsidiaries (a) do not have any
indebtedness  for  borrowed  money, (b) are not lending or committed to lend any
money (except for advances to employees in the ordinary course of business), and
(c)  are  not  guarantors  or  sureties  with  respect to the obligations of any
Person.

6.Representations  of  Australian  entities GIF and SDRC. GIF and SDRC for their
  ------------------------------------------------------
respective  rights  and  interests  represent  and  warrant  as  follows:
(a)     Organization  and  SDRC;  Authorization.  SDRC  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Victoria  in  the  commonwealth  of  Australia  with  full  corporate  power and
authority  to  execute and deliver this Agreement and to perform its obligations
hereunder.  The  execution, delivery and performance of this Agreement have been
duly  authorized  by  all  necessary corporate Action of SDRC and this Agreement
constitutes  a  valid  and binding obligation; enforceable against in accordance
with  its  terms.

(b)     Capitalization SDRC.  Under Australian law a company is not incorporated
with  or  required to have an authorized capital and outstanding shares need not
have  a  par value. As of the date of this Agreement, SDRC has an issued capital
of  one  million  ordinary  shares  (similar  to  common stock).  No shares have
otherwise been allotted, issued or registered by SDRC .  As of the Closing Date,
all  of  the issued and outstanding ordinary shares  of SDRC are validly issued,
fully paid and non-assessable and, there is not and as of the Closing Date there
will not be outstanding any warrants, options or other agreements on the part of
SDRC obligating SDRC to issue any additional shares of common or preferred stock
or  any  of  its  securities of any kind.  SDRC will not issue any shares of its
capital  or  other securities convertible into shares or entitling the holder to
an  issue  of  shares  from the date of this Agreement through the Closing Date.

(c)     No  Conflict  as  to SDRC and their Subsidiaries.  Neither the execution
and  delivery  of  this  Agreement  nor  the  consummation  of  the  NSLN Shares
transaction  will (a) violate any provision of the constitution  of  SDRC or any
of  its  Subsidiaries  or  (b)  violate, or be in conflict with, or constitute a
default  (or  an  event  which,  with  notice  or  lapse  of time or both, would
constitute  a default) under, or result in the termination of, or accelerate the
performance  required  by,  or  excuse  performance  by any Person of any of its
obligations  under,  or  cause  the  acceleration of the maturity of any debt or
obligation  pursuant  to,  or  result  in  the  creation  or  imposition  of any
Encumbrance  upon  any  property  or  assets of  SDRC or any of its Subsidiaries
under,  any  material  agreement  or  commitment  to  which  SDRC  or any of its
Subsidiaries  is  a party or by which any of their respective property or assets
is  bound,  or  to  which  any  of the property or assets of  SDRC or any of its
Subsidiaries  is  subject,  or  (c)  violate any statute or law or any judgment,
decree,  order,  regulation  or  rule  of  any  court or other Governmental Body
applicable to SDRC or any of its Subsidiaries except, in the case of violations,
conflicts,  defaults,  terminations,  accelerations or Encumbrances described in
clause  (b)  of  this  Section  for  such matters which are not likely to have a
material  adverse effect on the business or financial condition of  SDRC and its
Subsidiaries,  taken  as  a  whole.

(d)     Consents and Approvals of Governmental Authorities. No consent, approval
or  authorization  of,  or  declaration,  filing  or  registration  with,  any
Governmental Body is required to be made or obtained by SDRC or any of either of
their Subsidiaries in connection with the execution, delivery and performance of
this  Agreement  by  GIF  and  SDRC  or the consummation of the sale of the SDRC
Shares.

(e)     Other  Consents.  No consent of any Person is required to be obtained by
GIF  or SDRC to the execution, delivery and performance of this Agreement or the
consummation  of  the  sale  of  the SDRC Shares, including, but not limited to,
consents  from  parties to leases or other agreements or commitments, except for
any  consent  which the failure to obtain would not be likely to have a material
adverse  effect  on  the  business  and  financial  condition  of  SDRC.

(f)     Financial Statements. On or before that date which is fourteen days from
the  execution  of  this  Agreement,  SDRC will deliver to NSLN (i) consolidated
balance  sheets  of  SDRC  and  its  Subsidiaries  as at  October 31st 2002  and
statements  of  income  and  changes  in  financial  position  from  the date of
inception  for  the  six  month period then ended (the "SDRC Unaudited Financial
Statements".  Such  SDRC  Financial Statements and notes will fairly present the
consolidated  financial  condition  of  SDRC  and  its  Subsidiaries  as  at the
respective  dates  thereof  and  for  the  periods  therein  referred to, all in
accordance  with  generally accepted  accounting principles consistently applied
throughout  the  periods involved, except as set forth in the notes thereto, and
shall  be utilizable in any SEC filing in compliance with Rule 310 of Regulation
S-B  promulgated  under  the  Securities  SDRC.

(g)     Buildings,  Plants  and Equipment. The buildings, plants, structures and
material  items of equipment and other personal property owned or leased by SDRC
or  its  Subsidiaries are, in all respects material to the business or financial
condition  of  SDRC  and  its  Subsidiaries, taken as a whole, in good operating
condition  and  repair (ordinary wear and tear excepted) and are adequate in all
such  respects  for  the  purposes  for which they are being used.  SDRC has not
received  notification that it or any of its Subsidiaries is in violation of any
applicable  building,  zoning,  anti-pollution,  health,  safety  or  other law,
ordinance  or  regulation  in  respect of its buildings, plants or structures or
their operations, which violation is likely to have a material adverse effect on
the  business  or  financial condition of  SDRC and its Subsidiaries, taken as a
whole  or  which  would require a payment by  SDRC or any of its subsidiaries in
excess  of  $2,000  in  the  aggregate,  and  which  has  not  been  cured

(h)     No  Condemnation  or Expropriation. Neither the whole nor any portion of
the  property or leaseholds owned or held by  SDRC or any of its Subsidiaries is
subject  to  any  governmental decree or order to be sold or is being condemned,
expropriated or otherwise taken by any Governmental Body or other Person with or
without  payment  of  compensation  therefore,  which Action is likely to have a
material  adverse  effect on the business or financial condition of SDRC and its
Subsidiaries,  taken  as  a  whole.

(i)     Litigation.  Except  as  set forth in Schedule 6(i), there is no Action,
suit,  inquiry,  proceeding  or  investigation  by  or  before  any  court  or
Governmental Body pending or threatened in writing against or involving  SDRC or
any of its Subsidiaries which is likely to have a material adverse effect on the
business  or  financial condition of  SDRC and any of its Subsidiaries, taken as
whole, or which would require a payment by SDRC or its subsidiaries in excess of
$2,000  in  the  aggregate or which questions or challenges the validity of this
Agreement. Neither  SDRC nor any or its Subsidiaries is subject to any judgment,
order or decree that is likely to have a material adverse effect on the business
or financial condition of  SDRC or any of its Subsidiaries, taken as a whole, or
which  would  require a payment by SDRC or its subsidiaries in excess of  $2,000
in  the  aggregate.

(j)     Absence  of  Certain  Changes.  Since  the  date  of  the SDRC Financial
Statements,  neither  SDRC  nor  any  of  its  Subsidiaries  has:

1.     suffered  the  damage  or  destruction of any of its properties or assets
(whether  or  not  covered  by  insurance)  which  is  materially adverse to the
business or financial condition of  SDRC and its Subsidiaries, taken as a whole,
or  made  any disposition of any of its material properties or assets other than
in  the  ordinary  course  of  business;

2.     made  any  change  or  amendment  in  its certificate of incorporation or
by-laws,  or  other  governing  instruments;

3.     paid, discharged or satisfied any material claim, liability or obligation
(absolute,  accrued, contingent or otherwise), other than in the ordinary course
of  business;

4.     prepaid  any  material  obligation having a maturity of more than 90 days
from  the  date  such  obligation  was  issued  or  incurred;

5.     cancelled  any  material  debts  or waived any material claims or rights,
except  in  the  ordinary  course  of  business;

6.     disposed  of  or permitted to lapse any rights to the use of any material
patent or registered trademark or copyright or other intellectual property owned
or  used  by  it;

7.     granted any general increase in the compensation of officers or employees
(including  any  such  increase  pursuant  to  any  employee  benefit  plan);

8.     purchased  or  entered  into  any  contract or commitment to purchase any
material  quantity  of  raw  materials  or supplies, or sold or entered into any
contract  or  commitment  to  sell  any material quantity of property or assets,
except  (i)  normal  contracts  or  commitments  for the purchase of, and normal
purchases  of,  raw materials or supplies, made in the ordinary course business,
(ii)  normal  contracts  or  commitments  for  the sale of, and normal sales of,
inventory  in  the  ordinary  course  of  business,  and  (iii) other contracts,
commitments,  purchases  or  sales  in  the  ordinary  course  of  business;

9.     made  any  capital  expenditures  or  additions  to  property,  plant  or
equipment or acquired any other property or assets (other than raw materials and
supplies)  at  a  cost  in  excess  of  $2,000  in  the  aggregate;

10.     written  off  or  been  required  to  write  off  any  notes or accounts
receivable  in  an  aggregate  amount  in  excess  of  $2,000;

11.     written  down  or  been  required  to  write  down  any  inventory in an
aggregate  amount  in  excess  of  $  2,000;

12.     entered  into  any collective bargaining or union contract or agreement;
or

13.     other  than  the  ordinary  course  of  business, incurred any liability
required  by  generally  accepted  accounting  principles  to  be reflected on a
balance  sheet  and material to the business or financial condition of  SDRC and
its  subsidiaries  taken  as  a  whole.

(k)     No  Material  Adverse  Change.  Since  the  date  of  the SDRC Financial
Statements,  there  has  not been any material adverse change in the business or
financial  condition  of  SDRC  and  its  Subsidiaries  taken  as  a  whole.

(l)     Labor  Relations. Neither SDRC nor any of its Subsidiaries is a party to
any  collective  bargaining agreement. Except for any matter which is not likely
to have a material adverse effect on the business or financial condition of SDRC
and its Subsidiaries, taken as a whole, (a) SDRC and each of its Subsidiaries is
in  compliance  with  all  applicable  laws respecting employment and employment
practices,  terms  and  conditions of employment and wages and hours, and is not
engaged  in  any  unfair  labor  practice, (b) there is no unfair labor practice
complaint  against  SDRC  or any of its Subsidiaries pending before the National
Labor  Relations  Board,  (c)  there  is  no  labor strike, dispute, slowdown or
stoppage Actually pending or threatened against SDRC or any of its Subsidiaries,
(d)  no  representation question exists respecting the employees of  SDRC or any
of  its  Subsidiaries,  (e)  neither  SDRC  nor  any  of  its  Subsidiaries  has
experienced  any  strike,  work  stoppage  or other labor difficulty, and (f) no
collective  bargaining  agreement  relating  to  employees of SDRC or any of its
Subsidiaries  is  currently  being  negotiated.

(m)     Employee Benefit Plans. No material employee pension and welfare benefit
plans  covering  employees of  SDRC and its Subsidiaries is (1) a multi-employer
plan  as  defined  in  Section  3(37) of ERISA, or (2) a defined benefit plan as
defined in Section 3(35) of ERISA, any listed individual account pension plan is
duly  qualified  as  tax  exempt under the applicable sections of the Code, each
listed benefit plan and related funding arrangement, if any, has been maintained
in  all  material  respects  in  compliance with its terms and the provisions of
ERISA  and  the  Code.

(n)     Compliance  with  Law.  The operations of SDRC and its Subsidiaries have
been  conducted  in  accordance  with all applicable laws and regulations of all
Governmental Bodies having jurisdiction over them, except for violations thereof
which  are  not  likely  to  have  a  material adverse effect on the business or
financial  condition  of  SDRC  and its Subsidiaries, taken as a whole, or which
would  not require a payment by SDRC or its Subsidiaries in excess of  $2,000 in
the  aggregate,  or  which  have  been  cured.  Neither  SDRC  nor  any  of  its
Subsidiaries  has  received  any  notification  of  any asserted present or past
failure  by it to comply with any such applicable laws or regulations.  SDRC and
its  Subsidiaries  have all material licenses, permits, orders or approvals from
the  Governmental  Bodies  required for the conduct of their businesses, and are
not  in  material violation of any such licenses, permits, orders and approvals.
All  such  licenses, permits, orders and approvals are in full force and effect,
and  no  suspension  or  cancellation  of  any  thereof  has  been  threatened.

(o)     Tax  Matters.  SDRC and each of its Subsidiaries (1) shall file prior to
Closing  all  appropriate  Tax Returns and other taxation filings as required by
and  in  compliance  with the Australian Taxation Office, if any such filings or
returns  are  currently  required  to be submitted at this time,   and will have
paid  any  Tax  due  through  the  date  hereof with respect to the time periods
covered by any such  Tax Returns and shall timely pay any such Taxes required to
be  paid  by  it  after the date hereof with respect to such Tax Returns and (2)
shall  prepare  and  timely  file  all  such nonconsolidated and noncombined Tax
Returns  required to be filed after the date hereof and through the Closing Date
and  pay all Taxes required to be paid by it with respect to the periods covered
by such Tax Returns; (B) all such Tax Returns filed pursuant to clause (A) after
the  date  hereof  shall,  in  each  case,  be  prepared  and  filed in a manner
consistent  in all material respects (including elections and accounting methods
and  conventions)  with  such  Tax  Return  most  recently filed in the relevant
jurisdiction  prior  to  the date hereof, except as otherwise required by law or
regulation.

(p)     Environmental  Matters.

1.     At  all  times  prior  to the date hereof, SDRC and its Subsidiaries have
complied  in  all  material respects with applicable environmental laws, orders,
regulations,  rules  and  ordinances  relating to the Properties (as hereinafter
defined),  the  violation  of  which would have a material adverse effect on the
business or financial condition of  SDRC and its Subsidiaries, taken as a whole,
or  which  would  require  a  payment  by  SDRC or its Subsidiaries in excess of
$2,000  in  the  aggregate,  and  which  have  been  duly  adopted,  imposed  or
promulgated  by  any  legislative, executive, administrative or judicial body or
officer  of  any  Governmental  Body.

2.     The  environmental licenses, permits and authorizations that are material
to  the  operations  of SDRC and its Subsidiaries, taken as a whole, are in full
force  and  effect.

(q)     Organization  of  GIF;  Authorization.  GIF  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Victoria  in  the  commonwealth  of  Australia  with  full  corporate  power and
authority  to  execute and deliver this Agreement and to perform its obligations
hereunder.  The  execution, delivery and performance of this Agreement have been
duly  authorized  by  all  necessary  corporate Action of GIF and this Agreement
constitutes  a  valid  and  binding obligation of GIF; enforceable against it in
accordance  with  its  terms.

(r)     No  Conflict  as  to  GIF  and  Subsidiaries.  Neither the execution and
delivery  of  this Agreement nor the consummation of the sale of the NSLN Shares
will (a) violate any provision of the constitution  of GIF or (b) violate, or be
in  conflict  with,  or  constitute a default (or an event which, with notice or
lapse  of  time  or  both,  would  constitute a default) under, or result in the
termination of, or accelerate the performance required by, or excuse performance
by  any Person of any of its obligations under, or cause the acceleration of the
maturity  of  any  debt  or obligation pursuant to, or result in the creation or
imposition  of  any  Encumbrance  upon  any property or assets of GIF under, any
material  agreement or commitment to which GIF is a party or by which any of its
property or assets is bound, or to which any of the property or assets of GIF is
subject,  or  (c)  violate  any  statute  or law or any judgment, decree, order,
regulation  or  rule  of  any court or other Governmental Body applicable to GIF
except,  in  the  case  of  violations,  conflicts,  defaults,  terminations,
accelerations  or  Encumbrances described in clause (b) of this Section for such
matters  which  are not likely to have a material adverse effect on the business
or  financial  condition  of  GIF,  taken  as  a  whole.
(s)     Consents and Approvals of Governmental Authorities. No consent, approval
or  authorization  of,  or  declaration,  filing  or  registration  with,  any
Governmental  Body  is required to be made or obtained by GIF in connection with
the  execution,  delivery  and  performance of this Agreement by GIF or by SDRC.
(t)     Other  Consents.  No consent of any Person is required to be obtained by
GIF  to  the  execution,  delivery  and  performance  of  this  Agreement.
(u)     Litigation.  There  is  no  Action,  suit,  inquiry,  proceeding  or
investigation  by or before any court or Governmental Body pending or threatened
in  writing  against  or  involving  GIF.

7.     Prohibited  Acts.  Except  as  otherwise expressly set forth herein, NSLN
       ----------------
shall  not  do  any  of  the  following  things  prior  to  the  Closing  Date:

(a)     Declare  or  pay  any  dividends  or other distributions on its stock or
purchase  or  redeem  any  of  its  stock;  or

(b)     Issue  any stock or other securities, including any rights or options to
purchase or otherwise acquire any of its stock, and shall not issue any notes or
other  evidences  of  indebtedness.

(c)     Enter  into any agreements or contracts binding NSLN with respect to any
matters.

8.     Resignation  of Officers and Directors of NSLN.  Immediately prior to the
       -----------------------------------------------
Closing  Date, the directors of NSLN shall appoint five new directors designated
by  GIF.  Also  immediately prior to the Closing, all officers and all directors
of  NSLN  will  submit their resignations as officers and directors of NSLN, but
shall  remain as officers and directors of NSLN1.  The newly appointed directors
will  appoint  new  management  as  directed  by GIF and SDRC so as to effect an
orderly  change  of  control.

9.     Conditions  to  the  Obligations  of  GIF  and  SDRC.
       -----------------------------------------------------

(a)     The  obligations  of  GIF  and  SDRC  to  consummate  the  Transactions
contemplated  by  this Agreement are subject to the fulfilment, at or before the
Closing  Date  of  the  following  further  conditions:  (i)  each  of  the
representations  and  warranties  of the NSLN contained in this Agreement, or in
any  written  statement,  exhibit,  addendum, financial statement or schedule or
other  document delivered pursuant hereto or in connection with the Transactions
contemplated  hereby  shall  be  true in all respects as at the Closing Date, as
required  specifically  herein,  as  if  then  made (except to the extent waived
hereunder  or  as  affected  by the transactions contemplated hereby); (ii) NSLN
shall  have performed and complied with all covenants, agreements and conditions
required  by  this  Agreement to be performed or complied with by it prior to at
the  Closing  Date  and SDRC shall have been furnished with a certificate of the
President  and  Treasurer  of  NSLN  dated  the  Closing Date certifying in such
details as SDRC may reasonably request to the fulfilment of such conditions; and
(iii)  all  documents  and  proceedings  of NSLN and SDRC in connection with the
Transactions  contemplated  hereby  shall  have  been  approved  as  to form and
substance  by  SDRC  and  its  legal  counsel.

(b)     All  of  the  representations  and  warranties of NSLN contained in this
Agreement, or any exhibit thereto shall have been acknowledged by NSLN and shall
be  true in all material respects on the Closing Date as if then made.  All such
representations  and  warranties  shall  survive  the  Closing  Date  of  this
transaction.

(c)     GIF  and  SDRC shall have completed to its reasonable satisfaction a due
diligence investigation of the books, records, assets and properties of NSLN and
shall  not  have  found  anything  which would adversely impact on the financial
condition,  operations  or  status  of  NSLN.

10.     Conditions  to  the  Obligations  of  NSLN.
---     -------------------------------------------

(a)     The  obligations  of NSLN to consummate the Transactions contemplated by
this  Agreement are subject to the fulfilment, at or before the Closing Date, of
the following further conditions; (i) each of the representations and warranties
of  SDRC  contained  in  this  Agreement  or  in any written statement, exhibit,
addendum,  financial  statement or schedule or other document delivered pursuant
hereto  or in connection with the transactions contemplated hereby shall be true
in  all  respects  as at the Closing Date, as if then made (except to the extent
waived  hereunder  or  as affected by the transactions contemplated hereby); and
(ii)  SDRC  shall have performed and complied with all covenants, agreements and
conditions  required  by this Agreement to be performed or complied with by them
prior  to  the  Closing  Date.

11.     Notices.     Any  notice  which  any of the parties hereto may desire to
        -------
serve  upon  any  of  the  other parties hereto shall be in writing and shall be
conclusively  deemed  to  have  been  received  by  the party at its address, if
mailed,  postage  prepaid,  United  States  mail,  registered,  return  receipt
requested,  to  the  following  addresses:

If  to  NSLN                 NetSalon  Corporatio
                             2000  Main  Street,  Suite  202
                             Fort  Myers,  Florida  33901
                             Attn:

     If  to  SDRC  or  GIF:  Global  Investments  Fund  Pty  Ltd:  C/-
                             SDR Communications Technologies Pty ltd
                             341  Queen  Street,  Level  9
                             Melbourne,  Victoria
                             Australia  3000
                             Attn:  Roger  May
            Copy  to:
                             Cutler  Law  Group
                             3206  West  Wimbledon  Drive
                             Augusta,  GA  30909
                             Attn.  M.  Richard  Cutler,  Esq.

12.     Successors.     This  Agreement  shall  be binding upon and inure to the
        ----------
benefit of the heirs, personal representatives and successors and assigns of the
parties.

13.     Choice  of  Law.     This  Agreement  shall be construed and enforced in
        ---------------
accordance  with the laws of the State of Florida, or in accordance with laws of
any other State of domicile that the corporation may be re-incorporated in after
the  closing  of  this  transaction.

14.     Counterparts.     This  Agreement  may  be  signed  in  one  or  more
        ------------
counterparts,  all of which taken together shall constitute an entire agreement.
        --

15.     Confidential  Information.  Each  of  NSLN  and  GIF  and  SDRC  hereby
        -------------------------
acknowledges  and  agrees  that  all information disclosed to each other whether
written  or  oral,  relating  to  the  other's business Activities, its customer
names,  addresses,  all  operating  plans,  information relating to its existing
services,  new  or  envisioned products or services and the development thereof,
scientific,  engineering,  or  technical  information  relating  to  the  others
business,  marketing  or  product  promotional  material,  including  brochures,
product literature, plan sheets, and any and all reports generated to customers,
with  regard  to  customers,  unpublished  list  of  names,  and all information
relating  to  order  processing,  pricing,  cost and quotations, and any and all
information relating to relationships with customers, is considered confidential
information,  and  is  proprietary  to,  and  is considered the invaluable trade
secret  of such party (collectively "Confidential Information").  Any disclosure
of  any  Confidential  Information  by  any  party  hereto,  its  employees,  or
representatives  shall  cause  immediate,  substantial, and irreparable harm and
loss  to  the other.  Each party understands that the other desires to keep such
Confidential  Information  in  the  strictest  confidence, and that such party's
agreement  to  do  so is a continuing condition of the receipt and possession of
Confidential  Information,  and  a  material  provision of this agreement, and a
condition  that  shall survive the termination of this Agreement.  Consequently,
each party shall use Confidential Information for the sole purpose of performing
its  obligations  as  provided  herein.

16.     Public  Announcement.  The  parties  shall  make  no public announcement
        --------------------
concerning  this  agreement,  their  discussions  or any other letters, memos or
agreements  between  the  parties  relating to this agreement until such time as
they  agree  to the contents of a mutually satisfactory press release which they
intend  to  release  on  the date of execution of this Agreement.  Either of the
parties,  but  only  after  reasonable  consultation  with  the  other, may make
disclosure  if  required  under  applicable  law.

17.     Entire Agreement.  This Agreement, together with the Exchange Agreement,
        ----------------
sets  forth  the  entire  agreement and understanding of the Parties hereto with
respect  to  the  transactions  contemplated  hereby,  and  supersedes all prior
agreements,  arrangements  and  understandings  related  to  the  subject matter
hereof.  No  understanding,  promise,  inducement,  statement  of  intention,
representation,  warranty,  covenant  or  condition, written or oral, express or
implied,  whether  by  statute  or  otherwise, has been made by any Party hereto
which is not embodied in this Agreement or the written statements, certificates,
or  other  documents  delivered  pursuant  hereto  or  in  connection  with  the
Transactions  contemplated  hereby,  and  no  party  hereto shall be bound by or
liable  for  any  alleged  understanding,  promise,  inducement,  statement,
representation,  warranty,  covenant  or  condition  not  so  set  forth.

18.     Attorney's  Fees.  Should any Action be commenced between the parties to
        -----------------
this  Agreement  concerning the matters set forth in this Agreement or the right
and  duties  of  either in relation thereto, the prevailing party in such Action
shall  be  entitled,  in  addition  to such other relief as may be granted, to a
reasonable  sum  as  and  for  its  Attorney's  Fees  and  Costs.


IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of the
date  first  above  written.

For  and  on  behalf  of:     NETSALON  CORPORATION
                    a  Delaware  corporation




                    By:__________________________
                    Its:  Lance  Perry,  ____________


For  and  on  behalf  of:     GLOBAL  INVESTMENTS  FUND  PTY  LTD
                    an  Australian  corporation





By:-----------------------------------------__________________________
                    Its:  Peter  Douros,  Director





<PAGE>

EXHIBIT  A     LOCK  UP  AGREEMENT  AND  LIST  OF  PARTIES  SUBJECT  TO  LOCKUP
EXHIBIT  B
SCHEDULES:
Schedule  5(m)
Schedule  5(t)
Balance  Sheet  of  NSLN
Balance  Sheet  of  SDRC