AGREEMENT AND PLAN OF MERGER



     THIS  AGREEMENT  AND  PLAN  OF  MERGER   (hereinafter  called  the  "Merger
Agreement")  is  made  effective  as  of  December  31,  1998,  by  and  between
LeaseSource Online, Inc., an Ohio corporation ("LSI"),  CarWizard, Inc., an Ohio
corporation   ("CarWizard")  and  sometime   collectively   ("Acquirees"),   the
undersigned  shareholders of LSI and CarWizard (the "Shareholders") and Navidec,
Inc., a Colorado  corporation  ("NAV").  LSI,  CarWizard  and NAV are  sometimes
referred to as the "Constituent  Corporations,"  with reference to the following
facts:

     A. The authorized  capital stock of NAV consists of 20,000,000 shares of no
par value common stock.  The authorized  capital stock of both LSI and CarWizard
consists of eight hundred fifty (850) shares of common stock, no par value.

     B. There are currently  3,606,221  shares of stock of NAV  outstanding  and
options and  warrants to purchase an  additional  ____________  shares of common
stock.

     C. LSI and CarWizard both have no subsidiaries, and each has a total of 100
shares of no par value  common stock  issued and  outstanding,  and there are no
options or other  rights to acquire any newly  issued  shares  available  to any
person.  The  undersigned  Shareholders  are the  sole  Shareholders  of LSI and
CarWizard.

     D. The directors of the Constituent  Corporations  deem it advisable and to
the advantage of such  corporations  that LSI and CarWizard  merge into NAV upon
the terms and conditions herein provided.

     NOW, THEREFORE,  the parties do hereby adopt the plan of merger encompassed
by this Merger Agreement and do hereby agree that the Acquirees shall merge with
and into NAV on the following terms, conditions, and other provisions:

1.   TERMS AND CONDITIONS OF PLAN OF MERGER

     1.1 Merger.  The Acquirees shall be merged with and into NAV(the "Merger"),
and  NAV  shall  be the  surviving  corporation  (the  "Surviving  Corporation")
effective upon the later of the date when this Merger Agreement or a Certificate
of  Merger  is filed  with the  Secretaries  of  State of  Colorado  and Ohio or
December 31, 1998 (the "Effective Date").

     1.2 Closing.  The closing of the Merger (the  "Closing") will take place on
or before  December  16, 1998 at 10:00 a.m.  MDT at the offices of Cohen Brame &
Smith  Professional  Corporation,  1700  Lincoln  Street,  Suite  1800,  Denver,
Colorado,  unless  another  date or place is agreed to in writing by the parties
hereto.

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     1.3  Succession.  On the Effective  Date,  NAV shall continue its corporate
existence  under the laws of the State of Colorado,  and the separate  existence
and corporate  organization  of LSI and  CarWizard,  except insofar as it may be
continued by operation of law, shall be terminated and cease.

     1.4 Transfer of Assets and Liabilities.  On the Effective Date, the rights,
privileges,  powers  and  franchises,  both of a public  as well as of a private
nature, of each of the Constituent Corporations shall be vested in and possessed
by the Surviving  Corporation,  subject to all of the  disabilities,  duties and
restrictions of or upon each of the Constituent  Corporations;  and all singular
rights,   privileges,   powers  and  franchises  of  each  of  the   Constituent
Corporations,  and  all  property,  real,  personal  and  mixed,  of each of the
Constituent  Corporations,  and  all  debts  due  to  each  of  the  Constituent
Corporations on whatever account,  and all things in action or belonging to each
of the  Constituent  Corporations  shall be  transferred  to and  vested  in the
Surviving  Corporation;  and  all  property,  rights,  privileges,   powers  and
franchises,  and all and every other interest,  shall be thereafter the property
of the Surviving Corporation as they were of the Constituent  Corporations,  and
the  title to any real  estate  vested  by deed or  otherwise  in  either of the
Constituent Corporations shall not revert or be in any way impaired by reason of
the  Merger;  provided,   however,  that  the  liabilities  of  the  Constituent
Corporations  and of their  stockholders,  directors  and officers  shall not be
affected and all rights of  creditors  and all liens upon any property of either
of the Constituent  Corporations  shall be preserved  unimpaired,  and any claim
existing or action or proceeding pending by or against either of the Constituent
Corporations may be prosecuted to judgments as if the Merger had not taken place
except as they may be modified with the consent of such creditors and all debts,
liabilities  and duties of or upon each of the  Constituent  Corporations  shall
attach to the Surviving Corporation,  and may be enforced against it to the same
extent as if such debts,  liabilities and duties had been incurred or contracted
by it.

     1.5 Manner of Accomplishing Merger. The Merger shall be accomplished by way
of the exchange of 100% (100 shares) of the issued and outstanding shares of LSI
for  125,000  shares  of the  common  stock  of  NAV,  100%  of the  issued  and
outstanding  shares of CarWizard for an additional  125,000 shares of the Common
Stock of NAV. The transfer agent will  automatically  be instructed to issue new
certificates  of NAV to  each  of the  shareholders  of  LSI  and  CarWizard  in
accordance with Exhibit A attached hereto, at the address listed in the register
of LSI shareholders.  No fractional  shares will be issued,  but each fractional
share will be rounded  up to the next  share and a  certificate  for NAV will be
issued  to  each  record  holder  of  LSI  accordingly.  The  exchange  will  be
accomplished pursuant to an exemption from registration provided by Section 4(2)
of the Securities Act of 1933.

     1.6 Rights of  Appraisal.  This  Merger  shall be subject to the  unanimous
approval by the  Shareholders  and there shall be no outstanding  dissenter's or
appraisal rights.

     1.7  Obligations  of the Acquirees Not to Issue its  Securities.  As of the
date of this Merger Agreement and until the date of closing, the Acquirees shall
not issue any  additional  shares of its  common  stock to any  person or entity
whatsoever,  including as a result of having  previously  issued any warrants to
acquire  common stock,  any options to acquire its securities as a result of any
employee  stock option plan or  otherwise,  or pursuant to any employee  benefit
plan. The Acquirees further represent that the  capitalization,  as set forth in
paragraph  C of the  preamble  to this  Agreement,  is true and  accurate in all
respects.

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     1.8 Pre Effective  Date  Assignments.  On the Effective  Date the Acquirees
shall assign all existing accounts payable, all existing accounts receivable and
all cash or cash  equivalents to the  Shareholders  who shall be responsible for
the payment of all  Acquirees'  debt  accrued as of December 31, 1998 except the
Note  Payable to the  Computer  Group,  Inc. as defined in Section 5.2 which NAV
shall assume and pay.

2.   CHARTER DOCUMENTS, DIRECTORS AND OFFICERS

     2.1 Certificate of Incorporation and Bylaws.  The Articles of Incorporation
of NAV in effect on the  Effective  Date shall  continue  to be the  Articles of
Incorporation  of the  Surviving  Corporation.  The  Bylaws  of NAV shall be the
Bylaws of the Surviving Corporation, as they may be amended from time to time.

     2.2  Directors.  The directors of NAV  immediately  preceding the Effective
Date shall become the  directors of the Surviving  Corporation  on and after the
Effective  Date to serve  until the  expiration  of their  terms and until their
successors  are elected and  qualified and Michael S. Kranitz shall be appointed
as the seventh member of NAV's board of directors and so long as he is eligible,
shall be nominated for re-election at NAV's next annual meeting of shareholders.

     2.3 Officers.  The officers of NAV immediately preceding the Effective Date
shall  remain  the  officers  of the  Surviving  Corporation  on and  after  the
Effective Date to serve at the pleasure of its Board of Directors.

3.   REPRESENTATION AND WARRANTIES

     3.1  Representations  and  Warranties  by  the  Acquirees.  As  a  material
inducement to NAV to execute and perform its  obligations  under this Agreement,
the Acquirees and the  Shareholders  hereby jointly and severally  represent and
warrant to NAV that except as disclosed on Schedule 3.1:

          (1)  Organization  and Standing of the  Acquirees.  The  Acquirees are
corporations  duly organized and validly existing and in good standing under the
laws of the State of Ohio. They have all requisite corporate power and authority
to carry on its business as now being  conducted,  to enter into this  Agreement
and to carry out and perform the terms and  provisions  of this  Agreement.  The
Acquirees have no direct or indirect interest,  either by way of stock ownership
or otherwise, in any other firm, corporation, association or business.

          (2)   Capitalization.   The  Acquirees  are  both  duly  and  lawfully
authorized by its Articles of Incorporation,  as amended, to issue 850 shares of
common stock,  no par value per share,  of which 100 shares of each Acquiree are
validly issued and outstanding on the date of this Agreement. LSI has 400 shares
of treasury stock. All of the outstanding  shares of the Acquirees' common stock
have  been  duly   authorized   and  validly  issued  and  are  fully  paid  and
nonassessable. There are no outstanding subscriptions, options, warrants, calls,
contracts, demands,  commitments,  convertible securities or other agreements or
arrangements  of any character or nature whatever under which the Acquiree is or
may be obligated to issue or purchase shares of its capital stock.

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          (3)  Ownership  of the  Acquirees'  Common  Stock.  The  shares of the
Acquirees'  common stock are held by the  Shareholders  in the amounts set forth
opposite their signatures.
 
          (4) The Acquirees' Authority. The execution,  delivery and performance
of this  Agreement  shall have been duly  authorized by all requisite  corporate
action.  This  Agreement  constitutes  a valid  and  binding  obligation  of the
Acquirees and the Shareholders  enforceable in accordance with its terms (except
as limited by bankruptcy,  insolvency or other laws affecting the enforcement of
creditors'  rights).  No  provision  of the  Articles  of  Incorporation  or any
amendments  thereto,  Bylaws  or  any  amendments  thereto,   minutes  or  share
certificates  of the Acquirees,  or of any contract to which the Acquirees are a
party or otherwise bound,  prevents the Shareholders  from delivering good title
to their shares of such capital stock in the manner contemplated herein.

          (5)  Due  Diligence.   The  Acquirees  have  furnished  NAV  with  all
financial, corporate and business records requested by NAV.

               (a) Financial  Statements.  The financial statements furnished by
the Acquirees  were prepared in accordance  with generally  accepted  accounting
principles  applied on a  consistent  basis and  present  fairly  the  financial
condition of the Acquirees at such dates and the results of its  operations  for
the periods therein specified.  Specifically,  but not by way of limitation, the
financial  statements presented disclose all of the assets,  debts,  liabilities
and  obligations  of  any  nature  (whether  absolute,  accrued,  contingent  or
otherwise and whether due or to become due) of the Acquirees at the date thereof
and include appropriate  reserves for all taxes and other liabilities accrued or
due at such date, but not yet payable. Except as may have been disclosed to NAV,
there  has not  been any  material  change  to the  financial  condition  of the
Acquirees since the date of the last financial statements delivered.

               (b)  Litigation.  Except  as may have  been  disclosed  to NAV in
writing,  there are no legal  actions,  suits,  arbitrations  or other  legal or
administrative  proceedings  pending or threatened  against the Acquirees  which
would  materially  affect  it or its  properties,  assets or  business;  and the
Acquirees are not aware of any facts which to its knowledge  might result in any
action, suit,  arbitration or other proceeding which in turn might result in any
material adverse change in the business or condition (financial or otherwise) of
the Acquirees or their  properties  or assets.  The Acquirees are not in default
with  respect to any  judgment,  order or decree of any court or any  government
agency or instrumentality.

               (c) Compliance With the Law and Other Instruments. To the best of
the Acquirees' knowledge, the business operations of the Acquirees have been and
are being conducted in material  compliance with all applicable  laws, rules and
regulations  of all  authorities.  The  Acquirees are not in violation of, or in
default  under,  any term or  provision  of its  Articles of  Incorporation,  as
amended, or its Bylaws, as amended, or of any license,  lien,  mortgage,  lease,
agreement, instrument, order, judgment or decree, or subject to any restriction,
contained in any of the  foregoing,  of any kind or character  which  materially
adversely  affects in any way the business,  properties,  assets or prospects of
the  Acquirees,   or  prevents   consummation  of  the  exchange  of  securities
contemplated by this Agreement.

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               (d) Title to Properties  and Assets.  The Acquirees have good and
marketable  title  to  all  their  properties  and  assets,   including  without
limitation those reflected in the Acquirees' financial statements and those used
or located on property  controlled  by the  Acquirees,  subject to no  mortgage,
pledge,  lien, charge,  security  interest,  encumbrance or restriction except a
security  interest  granted to the Computer  Group,  Inc. by LSI pursuant to the
Promissory  Note defined in Section 5.2. The  buildings and equipment of LSI are
in good condition and repair,  reasonable  wear and tear  excepted.  LSI has not
been,  to the  knowledge  of any officer of LSI,  threatened  with any action or
proceeding under any building or zoning  ordinance,  regulation.  Neither LSI or
CarWizard own and they are not  therefore  conveying  title to all  intellectual
property  rights in and to the book,  Look  Before You  Lease:  Secrets to Smart
Vehicle Leasing  (Library of Congress  Catalog Card Number 97-76990 and previous
editions) and intellectual property rights in and to the LeaseWizard(R)Lease and
Loan Software and related trademarks belonging to Kranitz Enterprises, Inc.

               (e) Contracts and Other Obligations.  The Acquirees have provided
NAV with copies of all material contracts to which it is a party,  including all
leases  for  real or  personal  property.  The  Acquirees  have in all  material
respects performed all obligations required to be performed by it to date and is
not in material  default under any of the contracts to which it is a party or by
which it is otherwise  bound. To the best of Acquirees'  knowledge,  all parties
with whom the Acquirees have contractual arrangements are in material compliance
therewith and are not in default  thereunder,  except as otherwise  disclosed to
NAV.

               (f)  Records.   The  books  of  account,   minute  books,   stock
certificate  books and stock transfer  ledgers of the Acquirees are complete and
correct,  and there have been no  transactions  involving  the  business  of the
Acquirees  which properly  should have been set forth in the  respective  books,
other than those set forth therein.

          (6) Brokers or Finders. All negotiations on the parts of the Acquirees
relative to this Agreement and the  transactions  contemplated  hereby have been
carried on by the  Acquirees  without the  intervention  of any person or as the
result of any act of the  Acquirees  in such manner as to give rise to any valid
claim against the Acquirees, NAV or the Shareholders for a brokerage commission,
finder's fee or other like payment.

          (7) Taxes.  The Acquirees have duly filed all federal,  state,  county
and local income,  franchise,  excise,  real and personal property and other tax
returns and reports  (including,  but not limited to,  those  relating to social
security,  withholding,  unemployment  insurance and occupation  (sales) and use
taxes)  required to have been filed by the Acquirees up to the date hereof.  All
of the foregoing  returns are true and correct in all material  respects and the
Acquirees have paid all taxes,  interest and penalties  shown on such returns or
reports as being due. The Acquirees have paid or made adequate  provision in the
Acquirees'  financial  statements or its books and records for all taxes payable
in respect of all periods  ending on or before the date  hereof.  The  Acquirees
have no material  liability  for any taxes,  interest or penalties of any nature
whatsoever, except for those taxes which are not yet due.

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          (8) Indemnification Liabilities.  There are no existing liabilities or
facts known to the  Acquirees  which would  require the  Acquirees  to indemnify
their  officers or directors  for acts or  omissions  by such persons  acting on
behalf of the respective companies.

          (9) Full Disclosure. The Acquirees and the Shareholders have made full
disclosure  to NAV  concerning  all  material  elements  of the  business of the
Acquirees.
 
     3.2  Representations and Warranties by NAV. As a material inducement to the
Acquirees and the  Shareholders to execute and perform their  obligations  under
this Agreement,  NAV hereby  represents and warrants that except as disclosed in
NAV's Financial Statements or on Schedule 3.2:

          (1)  Organization  and  Standing  of NAV.  NAV is a  corporation  duly
organized and validly  existing and in good standing under the laws of the State
of Colorado.  It has all requisite corporate power and authority to carry on its
business as now being  conducted,  to enter into this Agreement and to carry out
and perform the terms and  provisions  of this  Agreement.  NAV has no direct or
indirect interest,  either by way of stock ownership or otherwise,  in any other
firm, corporation, association or business.

          (2)  Capitalization.  NAV  is  duly  and  lawfully  authorized  by its
Articles of  Incorporation,  as amended,  to issue  20,000,000  shares of common
stock, no par value per share.  3,606,221  shares of the common stock are issued
and  outstanding  as of the date hereof.  NAV has no treasury stock and no other
authorized  series or class of stock. All the outstanding NAV common shares have
been duly authorized and validly issued and are fully paid and nonassessable and
free  of  preemptive  rights.  There  are  outstanding  subscriptions,  options,
warrants  and other  agreements  or  arrangements  under  which NAV is or may be
obligated to issue or purchase shares of its capital stock.

          (3) NAV's Authority.  The execution,  delivery and performance of this
Agreement  shall have been duly  authorized by all requisite  corporate  action.
This Agreement  constitutes a valid and binding obligation of NAV enforceable in
accordance with its terms (except as limited by bankruptcy,  insolvency or other
laws  affecting  the  enforcement  of  creditors'  rights).  No provision of the
Articles of Incorporation and any amendments thereto,  Bylaws and any amendments
thereto,  minutes or share  certificates of NAV, or of any contract to which NAV
is a party or otherwise  bound,  prevents NAV from  delivering good title to the
shares of common stock to be issued pursuant to this Agreement.

          (4) Brokers or Finders.  All  negotiations on the part of NAV relative
to this Agreement and the transactions  contemplated hereby have been carried on
by NAV without the intervention of any person or as the result of any act of NAV
in such manner as to give rise to any valid claim  against NAV, the Acquirees or
the Shareholders for a brokerage commission, finder's fee or other like payment.

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          (5)  Financial  Statements.  NAV has  furnished to the  Acquirees  its
audited balance sheets as of December 31, 1997 and 1996, its audited  statements
of income and retained earnings and cash flows for each of the three years ended
December 31, 1997, its unaudited balance sheet as of September 30, 1998, and its
unaudited  statements  of  income  and  cash  flows  for the nine  months  ended
September 30, 1998 (collectively,  the "NAV Financial  Statements").  All of the
NAV Financial  Statements present fairly the financial position of NAV as of the
respective balance sheet dates, and the results of its operations and cash flows
for the respective periods therein specified.  The NAV Financial Statements were
prepared in accordance with generally  accepted  accounting  principles  applied
upon a basis consistent with prior accounting periods.

          (6) Litigation. Except as disclosed in the NAV Financial Statements or
in Schedule 3.2, there are no legal actions, suits, arbitrations, or other legal
or  administrative  proceedings  pending or  threatened  against NAV which would
reasonably  be  expected  to  have  a  material  adverse  effect  upon  it,  its
properties,  assets, or business; and NAV is not aware of any facts which to its
knowledge  would  reasonably  be  expected  to  result  in  any  action,   suit,
arbitration,  or other  proceeding which in turn would reasonably be expected to
result in any material adverse change in the business or condition (financial or
otherwise)  of NAV or its  properties  or  assets.  NAV is not in default of any
judgment,  order,  or decree of any court or, in any  material  respect  of, any
requirements of a government agency or  instrumentality,  except as set forth in
the NAV Financial Statements.

          (7)  Compliance  With the Law and  Other  Instruments.  To the best of
NAV's  knowledge,  the  business  operations  of NAV  have  been  and are  being
conducted  in  substantial  compliance  with all  applicable  laws,  rules,  and
regulations of all authorities. NAV is not in violation of, or in default under,
any term or provision of its Certificate of  Incorporation,  as amended,  or its
Bylaws,  as amended,  or in any material respect of any lien,  mortgage,  lease,
agreement,   instrument,   order,   judgment,  or  decree,  or  subject  to  any
restriction,  contained in any of the foregoing,  of any kind or character which
materially adversely affects the business,  properties,  assets, or prospects of
NAV, or which would prohibit NAV from entering into this Agreement.

          (8) Title to Properties and Assets.  NAV has good and marketable title
to all of its material properties and assets, including without limitation those
reflected in the NAV Financial  Statements and those used or located on property
controlled by NAV in its business  (except assets leased or sold in the ordinary
course of business),  subject to no mortgage,  pledge,  lien,  charge,  security
interest,  encumbrance,  or restriction  except those which (a) are disclosed in
the NAV Financial  Statements as securing specified  liabilities;  or (b) do not
materially adversely affect the use thereof.

          (9) Records.  The books of account,  minute books,  stock  certificate
books,  and stock  transfer  ledgers of NAV are complete and correct,  and there
have been no  transactions  involving the business of NAV which properly  should
have  been set  forth in said  respective  books,  other  than  those  set forth
therein.

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          (10) Absence of Certain  Changes or Events.  Since September 30, 1998,
there  has not  been any  material  adverse  change  in,  or event or  condition
materially  and  adversely  affecting the  condition  (financial or  otherwise),
properties,  assets,  liabilities  or, to the  knowledge of NAV, the business or
prospects of NAV, except for conditions  generally affecting the segments of the
oil and gas industry in the locales in which NAV conducts its business.

          (11) Taxes.  NAV has duly filed all federal,  state,  county and local
income, franchise,  excise, real and personal property and other tax returns and
reports  (including,  but not limited  to,  those  relating to social  security,
withholding,  unemployment  insurance,  and  occupation  (sales)  and use taxes)
required to have been filed by NAV up to the date hereof.  All of the  foregoing
returns  are true  and  correct  in all  material  respects  and NAV has paid or
provided for all taxes,  interest and penalties shown on such returns or reports
as being due. NAV has no liability for any material amount of taxes, interest or
penalties of any nature whatsoever, except for those taxes which may have arisen
up to the  Closing  Date in the  ordinary  course of business  and are  properly
accrued on the books of NAV as of the Closing Date.

          (12) Full Disclosure.  To NAV's knowledge and belief,  this Agreement,
NAV's periodic public reports filed with the SEC pursuant to the requirements of
the  Exchange  Act,  and any  schedules  and  certificates  delivered  by NAV in
connection  herewith or with the transactions  contemplated  hereby,  taken as a
whole, neither contain any untrue statement of a material fact nor omit to state
any material  fact  required to be stated  therein or necessary in order to make
the  statements  therein,  in light of the  circumstances  under which they were
made, not misleading.  To NAV's  knowledge and belief,  there are no facts which
(individually  or in the aggregate)  materially  adversely  affect the business,
assets, liabilities, financial condition or operations of NAV that have not been
set forth in this Agreement,  the Schedules hereto,  the periodic public reports
of  NAV or in  other  documents  delivered  by NAV  in  connection  herewith  or
disclosed orally by an executive officer of NAV.

     3.3 Representations and Warranties of the Shareholders.  In connection with
the  establishment of the availability of an exemption from  registration  under
the Act and the securities laws of the state of Ohio, the Shareholders  make the
following representations and warranties to NAV:

          (1) The Shareholders  own free and clear of any mortgage,  lien, claim
or rights of any third party whatsoever the shares being acquired by NAV in this
Merger and no consent or  authority  of any other  party is  required  to convey
clear title thereto.

          (2)  The   Shareholders  are  aware  and  understand  that  there  are
substantial  investment  risks  incident to  acquisition  of the NAV Shares.  No
federal or state agency has made any finding or determination as to the fairness
of the Share Exchange, nor any recommendation or endorsement, of the NAV Shares.

          (3) The  Shareholders  acknowledge  that the NAV Shares  have not been
registered  under  the Act or the  blue sky laws of any  state  and,  therefore,
cannot  be  resold  unless  they are  subsequently  registered  under the Act or
applicable  state  blue sky  laws or an  exemption  from  such  registration  is
available and a favorable opinion of counsel  satisfactory to NAV to that effect
is  obtained.  Certificates  evidencing  ownership  of the  NAV  Shares  will be
endorsed with a legend providing that the transfer thereof is restricted, except
in compliance with the Act.

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          (4) Each of the  Shareholders  has been  furnished  all  materials and
information  he desires on NAV,  its current  and  proposed  activities  and the
offering  of the  NAV  Shares  to  enable  him to make  an  informed  investment
decision.

          (5) The Shareholders  have had the opportunity to ask questions of and
receive  answers  from  NAV and its  management  and to  obtain  any  additional
information  necessary  to  verify  the  accuracy  of the  information  received
concerning NAV and the Share Exchange.

          (6) Each  Shareholder  is  acquiring  the NAV  Shares  for  investment
purposes  only and not with a view to any  "distribution"  of such shares within
the  meaning of the  Securities  Act except in  compliance  with the  provisions
thereof.

          (7) Each  Shareholder  has such knowledge and experience in financial,
investment and business  matters that he is capable of evaluating the merits and
risks of his acquisition of the NAV Shares and of making an informed decision in
acquiring such shares.

4.   NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES

     For purposes of this Article 4 only,  any party or other person  seeking to
enforce,  or claiming the benefit of, any  representation and warranty hereunder
is called a  Claimant,  and any party or other  person  against  which  right is
claimed is called a Defendant. All representations and warranties of the parties
shall survive the Closing and all inspections,  examinations or audits on behalf
of the parties;  provided however that all  representations and warranties shall
terminate and expire,  and be without further force and effect whatever from and
after  one year from the date of the  Closing,  hereinafter  referred  to as the
Expiration  Date,  and neither party hereto shall have  liability  whatsoever on
account  of any  inaccurate  representation  or  warranty  or for any  breach of
warranty,  unless Claimant shall on or prior to such date,  serve written notice
on  Defendant,  with a copy to  Defendant's  counsel  herein,  setting  forth in
reasonable  detail any claims  (and to the extent  possible  an  estimate of the
damages) which Claimant may have under this Agreement.

5.   OTHER AGREEMENTS

     5.1  Earn-Out  Provision.   The  current   shareholders  of  CarWizard  and
LeaseSource  shall  receive  a  distribution  of  profits  from  the  continuing
operation of LeaseSource  and CarWizard  through the end of the year 2000 ("Earn
Out").  The Earn Out shall be calculated  solely with  reference to Exhibit 5.1.
The  Earn  Out at the end of  calendar  year  1999  shall be equal to 60% of the
difference  between the "Earn Out Amount" set forth in Exhibit 5.1 and $275,000.
The  Earn  Out at the end of  calendar  year  2000  shall be equal to 55% of the
difference  between the "Earn Out Amount" set forth in Exhibit 5.1 and $300,000,
provided  the  previous  year's  Earn Out Amount  was equal to or  greater  than
$275,000.  The  Earn  Out  shall  be paid  to  Michael  Kranitz,  who  shall  be
responsible  for dividing said amounts  between  himself and his wife based upon
their shares in LeaseSource and CarWizard.

<PAGE>


     5.2 Indemnification of Personal Liability.  As part of the consideration to
shareholders of LSI, Navidec shall assume and indemnify  Michael Kranitz against
any  personal  liability  pursuant to a Promissory  Note dated  October 18, 1997
executed by Michael  Kranitz for the benefit of The  Computer  Group as Payee in
the amount of $100,000.

     5.3 Board of  Directors.  Upon Closing,  the NAV directors  shall cause the
Board of Directors to be enlarged to seven  directors and the vacancy created by
such  enlargement  shall be filled by Michael S. Kranitz.  Mr.  Kranitz shall be
nominated as a director at NAV next annual meeting of shareholders so long as he
qualifies for a director seat without adverse disclosure requirements.

     5.4 Employment Agreement.  At Closing,  Michael S. Kranitz shall be offered
an  employment  agreement  substantially  in the form  attached as Schedule 5.4.
Additionally, at Closing Kranitz shall be reimbursed for expenses related to his
family's  relocation  to the  Denver,  Colorado  metro  area in an amount not to
exceed $15,000.

6.   MISCELLANEOUS

     6.1 Termination.  This Agreement may be terminated at any time prior to the
Effective  Time,  by action taken or authorized by the Board of Directors of the
terminating  party or parties,  whether  before or after approval of the matters
presented in  connection  with the Merger by the  shareholders  of NAV or LSI or
CarWizard:

     (a) By mutual written consent of NAV and the Acquirees,  by action of their
respective Boards of Directors;

     (b) By either the  Acquirees  or NAV if the  Effective  Time shall not have
occurred  on or before the  elapse of one month from the date of this  Agreement
(the "Termination Date");  provided,  however,  that the right to terminate this
Agreement  under this  Section  6.1(b) shall not be available to any party whose
failure to  fulfill  any  obligation  under this  Agreement  (including  without
limitation Section 4.3) has to any extent been the cause of, or resulted in, the
failure of the Effective Time to occur on or before the Termination Date.

     6.2  Amendment.  This  Agreement may be amended by the parties  hereto,  by
action taken or authorized by their respective Boards of Directors,  at any time
before or after approval of the matters  presented in connection with the Merger
by the  shareholders of the Acquirees.  This Agreement may not be amended except
by an instrument in writing signed on behalf of each of the parties hereto.

     6.3 Extension; Waiver. At any time prior to the Effective Time, the parties
hereto,  by action taken or authorized by their respective  Boards of Directors,
may, to the extent legally  allowed,  (i) extend the time for the performance of
any of the obligations or other acts of the other parties hereto, (ii) waive any
inaccuracies in the  representations  and warranties  contained herein or in any
document  delivered  pursuant hereto and (iii) waive  compliance with any of the
agreements or conditions  contained herein. Any agreement on the part of a party
hereto to any such  extension  or waiver  shall be valid  only if set forth in a
written  instrument  signed on behalf of such party. The failure of any party to
this  Agreement  to assert any of its rights  under this  Agreement or otherwise
shall not  constitute a waiver of those  rights. 

<PAGE>


     6.4  Assignment.  Neither this Agreement nor any right created hereby shall
be assignable  by the parties  hereto  without the prior written  consent of the
others,  except  by the  laws  of  succession.  Nothing  in this  Agreement,  as
expressly  set forth herein,  is intended to confer upon any person,  other than
the parties hereto and their respective successors,  assigns,  heirs, executors,
administrators or personal  representations,  any rights or remedies under or by
reason of this Agreement.

     6.5  Notices.  Any  notice,   communication,   request,  reply  or  advice,
hereinafter  severally  and  collectively  called  "notice,"  in this  Agreement
provided or  permitted  to be given,  made,  or accepted by either  party to the
other must be in writing and may be given or be served by depositing the same in
the United States mail,  addressed to the party to be notified,  postage prepaid
and registered or certified with return receipt requested,  or by delivering the
same in person to an officer of such party.  Notice deposited in the mail in the
manner hereinabove described shall be effective only if and when received by the
parties to be  notified.  For  purposes of notice the  addresses  of the parties
shall, until changed as hereinafter provided, be as follows:

          (1)      If to NAV:

                   Ralph Armijo, President
                   Navidec, Inc.
                   14 Inverness Drive
                   Bldg. F, Suite 116
                   Englewood, CO 80112
                   Fax: (303) 790-8845

                   With a copy to:

                   Roger V. Davidson, Esq.
                   Cohen Brame & Smith Professional Corporation
                   1700 Lincoln Street, Suite 1800
                   Denver, Colorado 80203

          (2)      If to LSI, CarWizard or the Shareholders:

                   Michael S. Kranitz
                   7163 Mayfield Ct.
                   Parker, Colorado 80134

                   with a copy to :

                   [--------------]

<PAGE>


     6.6 Parties in Interest.  This  Agreement  shall be binding on and inure to
the  benefit  of  the  parties  hereto,   their  respective  heirs,   executors,
administrators,   legal  representatives,   successors  and  assigns  except  as
otherwise expressly provided herein.

     6.7 Attorneys' Fees. If any action at law or inequity,  including an action
declaratory  relief,  is brought to enforce or interpret the  provisions of this
Agreement,  the  prevailing  party  shall  be  entitled  to  recover  reasonable
attorney's fees from the other party,  which fees may be set by the court in the
trial  of such on or may be  enforced  in a  separate  action  brought  for that
purpose,  and which fees shall be in addition to any other  relief  which may be
awarded.

     6.8  Governing  Law.  This  Agreement  shall be governed by the laws of the
State of  Colorado.  Any action  brought to enforce  this  Agreement or any term
thereof  shall  be  brought  in a court of  competent  jurisdiction  in  Denver,
Colorado  and  each  party  hereto   affirmatively   agrees  to  submit  to  the
jurisdiction in that city and state.

     6.9 Severability. In case any provision of this Agreement shall be invalid,
illegal or  unenforceable,  the  validity,  legality and  enforceability  of the
remaining provisions shall not in any way be affected or impaired thereby.

     6.10  Counterparts.  This  Agreement and all other copies of this Agreement
insofar as they relate to the rights,  duties and remedies of parties,  shall be
deemed to be one agreement.  This Agreement may be executed  concurrently in one
or more  counterparts,  each which  shall be deemed an  original,  but all which
together shall  constitute  one and the same  instrument.  Facsimile  signatures
shall be treated as original  until  replaced by the  original  copy which shall
then be substituted.

     6.11 Integrated Agreement.  This Agreement constitutes the entire agreement
between  the  parties  hereto,  and  there  are no  agreements,  understandings,
restrictions, warranties or representations between the parties other than those
set forth herein or herein provided for.

     IN WITNESS  WHEREOF,  this  Agreement  and Plan of Share  Exchange has been
executed the day and year set forth above.

                                       NAVIDEC, INC.

                                       By: /s/ Ralph Armijo
                                          -------------------------
                                          Ralph Armijo

                                       LEASESOURCE ONLINE, INC.


                                       By: /s/ Michael S. Kranitz
                                          -------------------------
                                          Michael S. Kranitz, President

                                       CARWIZARD, INC.


                                       By: /s/ Michael S. Kranitz
                                          -------------------------
                                          Michael S. Kranitz, President


<PAGE>


                                       SHAREHOLDERS OF LEASESOURCE ONLINE, INC.


                                       /s/ Michael S. Kranitz
                                       ----------------------------
                                       Michael S. Kranitz ... 51 shares



                                       /s/ Abby Kranitz
                                       ----------------------------
                                       Abby Kranitz ... 49 shares


                                       SHAREHOLDERS OF CARWIZARD, INC.



                                       /s/ Michael S. Kranitz
                                       ----------------------------
                                       Michael S. Kranitz ... 100 shares