ACQUISITION AGREEMENT
                              ---------------------


This  Agreement  is made  on  December  29,  2000  between  JOSEPH  P.  GEBHARDT
("Gebhardt") the "Seller",  NEW WAVE NETWORKS,  LLC, a Nevada limited  liability
company (the "Company"),  and PRIME COMPANIES, INC., a Delaware Corporation (the
"Purchaser"). The Company is a party to this Agreement so that it may enter into
certain  contracts as provided  herein,  but shall have no rights or obligations
under this Agreement except as expressly provided herein.

     Mr. Gebhardt's mailing address is: 250 South Martin,  Box 6928,  Stateline,
Nevada, 89449. New Wave Networks, LLC's ("NWN") Resident Agent's address is: 250
South Martin, Stateline, Nevada 89449.

     Prime Companies, Inc.'s ("Prime") address is: 409 Center Street, Yuba City,
California, 95991.


RECITALS:

A. Seller owns 112,658  Class A and 112,658  class B Units of the Company,  said
Units  constituting one hundred percent (100%) of all its issued and outstanding
Units.  Gebhardt is the President,  Resident Agent, Manager and/or Member of the
Company.

B.  Seller  wishes  to  sell,  and  Purchaser  wishes  to  purchase,  all of the
outstanding  Units of the Company on the terms and conditions  contained in this
Agreement.  As of the Closing,  Seller shall exchange Units of NWN and Purchaser
shall  exchange  Shares of Common  Stock of Prime,  relying  on  (amongst  other
things) the representations,  warranties and undertakings to be structured under
a  Unit-for-Share  non-taxable  merger  transaction  that  will  be  necessarily
considered  non-taxable  under United States  Internal  Revenue  Service  Rules,
Regulations and Code.

C.  Seller  warrants  that  NWN  will be debt  free  upon  the  Closing  of this
Transaction.

D. Prime Companies,  Inc. wishes to employ  Gebhardt,  and Gebhardt wishes to be
employed by Prime Companies,  Inc. on the terms and conditions of the Employment
Contract included as Article VIII, Sections 8.1 to 8.8 of this Agreement.

E. Mr. Jim Wiesenberg is only a creditor in this proposed transaction and is not
a principal  of NWN. Mr. Jim  Wiesenberg  does not waive any of his rights under
his loan agreement with NWN.


AGREEMENTS:

On the terms and subject to the conditions  described herein,  the parties agree
as follows:


I. THE SALE OF UNITS

1.1  Commitments.  The Seller  agrees to (1) sell to  Purchaser,  and  Purchaser
agrees to purchase from Seller, 112,658 Class A and 112,658 class B Units of the
Company,  said Units  comprising  one hundred  percent  (100%) of the issued and
outstanding Units of the Company and (2) the elimination of Mr. Jim Wiesenberg's
outstanding debt for the purchase price provided in Section 1.2.

1.2  Purchase  Price.  The  purchase  price  for  all the  Units  of NWN and the
elimination of Mr. Jim Wiesenberg's outstanding debt as described in Section 1.1
shall be (1) Five hundred fifty thousand dollars  ($550,000.00) payable directly
to Mr. Jim Wiesenberg in cash at the Closing  (plus$175.00 per day in additional
interest  if not  paid by  December  31,  2000  which  is  deductible  from  the
$50,000.00  in cash to be paid to Seller  by  Prime.).  These  funds  shall,  at
Closing,  be  transferred  to  an  account(s)   designated  solely  by  Mr.  Jim
Wiesenberg. (2) Fifty thousand dollars ($50,000.00) in cash and 1,500,000 Shares
of Common  Stock of Prime  Companies,  Inc. to be paid  directly to Seller.  The
shares  and the cash to be issued to the Seller may be  designated  to  multiple
parties as provided in this Agreement as Exhibit 1.2.

<PAGE>

     This exchange  ratio is based upon Prime's Common Stock shares being valued
at $1.00 per Common  Stock share and values  NWN's gross 1990 POPs of 577,043 at
$3.63  per  POP or a  total  transaction  value  of  $2,100,000.00  (made  up of
$550,000.00  in debt  elimination,  $50,000.00 in cash and  1,500,000  shares of
Prime Common Stock).

     This valuation arbitrarily allocates $4.00 per POP for the "A" band license
(386,507  POPs) or  $1,546,028.00  and  $2.90  per POP for the "B" band  license
(190,536 POPs) or $553,972.00.

1.3  Registration  of Shares.  These Common Stock shares to be granted to Seller
from Prime must be registered  under the  Securities  Exchange Act of 1933 ("the
Act") utilizing a registration  statement.  The  registration  statement must be
filed with the SEC within 120 days of the execution of this Agreement.

Mutual Release. As part of the Closing of this Transaction,  Mr. Jim Weisenberg,
Mr. Joseph P. Gebhardt and NWN agree to enter into a mutual release  between and
among the Parties.

1.5 The Closing.  The closing  ("Closing") of this Agreement will be held at the
offices of Prime  Companies,  Inc., 409 Center Street,  Yuba City, CA 95991,  on
February  13, 2001 (the  "Closing  Date") or at such other time and place as the
parties may agree in writing.  The  obligation of each party to close is subject
to its respective conditions as stated in Article VII.

1.6  Good  Faith  Deposit.  A sum of  $10,000.00  was  paid by  Prime  to NWN as
referenced in Section 2.2 of the Binding Letter of Intent dated October 27, 2000
between NWN and Prime as a good faith deposit.  In the event that this Agreement
is not executed, this deposit will be retained by NWN as a break-up fee.

     In the event that NWN terminates the Agreement, NWN must refund the deposit
to Prime.

     In the event that this  Agreement is executed,  then the good faith deposit
of $10,000.00  will be included as part of the  $50,000.00  cash component to be
paid to the Seller.

1.7 Exclusion.  NWN will not engage in business combination discussions with any
company or  organization  other than Prime from October 27, 2000 to December 31,
2000.

1.8 Financing. Following the execution of this Agreement, Prime agrees to review
the NWN Business Plan and  determine  the capital needs of NWN.  Prime agrees to
arrange for debt and equity financing as required in the Business Plan.

1.9  Timetable.  (1) This  Agreement will be executed no later than December 31,
2000. (2) Prime and NWN will submit all necessary  applications and forms to the
FCC and all  assignments and transfers will be posted for public notice no later
than  February 20, 2000.  (3) The Parties will conclude the  Transaction  within
five business days after the receipt of the FCC approval and no later than April
20,  2001,  however,  FCC  approval of the  transfer  of the five  licenses is a
necessary pre-condition of the closing.


II. REPRESENTATIONS AND WARRANTIES

2.1 The Seller represents and warrants to the Purchaser as follows:

(a) Corporate  Status.  The Company is a Company duly  organized and existing in
good  standing  under  the laws of the State of Nevada  and is  qualified  to do
business with full power, corporate and otherwise,  to carry on its business and
own its  properties.  Accurate and complete copies of the Certificate of Limited
Liability Company and the By-Laws of the Company,  including all amendments, are
attached as Exhibits 2.1(a) and 2.1(a)2. The Company is qualified to do business
and is in good standing in all jurisdictions  where the nature of its activities
or ownership of properties  requires such  qualification  and has duly filed all
franchise and other tax returns  required to be filed by the laws of such states
and  jurisdictions  and has paid all taxes  shown to be due and  payable in such
returns.

(b) Capitalization.  The present equity  capitalization of the NWN is accurately
and completely set forth in Exhibit 2.1(b). All outstanding membership interests
of NWN are validly issued, fully paid and non-assessable. Except as set forth in
Exhibit 2.1(b)1, the Company does not have any authorized, issued or outstanding
securities  convertible into or exchangeable for membership interests,  nor does
any  person  hold any  option or right to  purchase  or  otherwise  acquire  any
interests or any securities convertible into or exchangeable for such interests.
NWN has not declared, and has no outstanding commitment,  to pay any dividend or
to make any  distribution  or  transfer  of assets  to its  members  or  persons
affiliated  with them. The Company has not adopted or committed to any change in
its equity capitalization.
<PAGE>

(c) Title to Units.  The Seller  owns all 112,658  Class A and  112,658  class B
Units  of  the  Company  hereunder  free  and  clear  of  all  pledges,   liens,
encumbrances, security interest, mortgages, deeds of trust and claims whatsoever
and of all  restrictions  on his  right  to sell  them to  Purchaser  hereunder.
Without limitation,  neither the Seller nor the Company is party to any existing
agreement restricting the sale or transfer of the units or granting any person a
right to buy them.

     (d)  Subsidiaries.  The Company has no subsidiaries  except those listed in
Exhibit 2.1(d).  Except as set forth in Exhibit 2.1(d),  the Company owns all of
the authorized and outstanding  stock of each of its subsidiaries free and clear
of all pledges, liens,  encumbrances,  security interests,  mortgages,  deeds of
trust, claims, or restrictions on the change of control contemplated herein.

(e)  Membership  Authorization.  Execution,  delivery  and  performance  of this
Agreement has been duly  authorized  by all requisite  action on the part of the
members of NWN.  NWN has all  necessary  power and  authority  to enter into and
perform  this  Agreement  which  will not  conflict  with  any law,  regulation,
restriction, or agreement to which it is subject.

(f) Financial Statements. The financial statements of the Company for its fiscal
years  ended  December  31,  1998 and  1999,  and the nine  month  period  ended
September 30, 2000,  will be audited by KPMG,  and attached as Exhibit  2.1(f) ,
and will reflect fairly the financial condition of the Company at such dates and
its results of operations,  retained earnings and changes in financial  position
for the fiscal years then ended in accordance with generally accepted accounting
principles  consistently  applied.  All material  liabilities  and  obligations,
existing  and  contingent,  of the  Company  at  September  30,  2000 are fairly
reflected or disclosed and described in its financial  statements  and the notes
thereto. Since September 30, 2000, the Company has conducted its activities only
in the  ordinary  course  and no  material  change in its  financial  condition,
results of operations or retained earnings occurred during such period.

         (g) Taxes.  Seller has  delivered  to  Purchaser  complete  and correct
copies of the  federal,  state and local tax  returns of the Company for each of
the three years ended  December  31, 1997,  1998 and 1999.  Such returns and the
information  contained  therein have been properly and  accurately  compiled and
completed  and  reflect  the tax  liabilities  of the Company for the periods in
question.   Purchaser  may  withhold  and  deduct  from  Mr.   Gebhardt's   cash
disbursement  any amounts due to any Federal or state  agency for unpaid  taxes.
Prior to closing Seller will deliver to Purchaser all such returns which must be
filed prior to close. The Company has not filed any federal, state and local tax
returns  which  may  required  to be  filed  and has not  paid or made  adequate
provision  for the  payment of all taxes  which have become or may become due in
respect o f  operations  during the periods to which such  returns  relate.  The
Company has not  delivered  to  Purchaser  complete  and  correct  copies of the
reports  of any  audit of the  income  tax  returns  of the  Company  and of any
deficiency letter and/or proposed assessment issued at the end of any such audit
and  all  subsequent   correspondence  and  documents   relating  thereto.

(h)  Litigation,  Proceedings or Claims.  Except as described in Exhibit 2.1(h),
there is no  litigation,  governmental  proceeding  or  investigation,  or claim
pending  or  threatened  against  the  Company  or the  Seller or the  Company's
properties or business which might materially and adversely affect its financial
condition,  business or operations,  or against or relating to the  transactions
contemplated by this Agreement.

(i)  Description  of  Properties,  Contracts and Material  Information.  Exhibit
2.1(i) is an accurate and complete list as of the date of this  Agreement of (i)
all real property and all major items of equipment  presently owned or leased by
the Company with a brief  description  of each  property and its use,  copies of
title instruments and leases, and details relating to any liens, encumbrances or
claims  thereto  and any  direct  or  indirect  interest  therein  of any of the
Company's  directors or officers;  (ii) all  patents,  trademarks,  trade names,
copyrights,   including  all  registration  thereof  and  applications  therefor
presently owned in whole or in party by the Company,  and all patent,  trademark
or  copyright  licenses  to which  the  Company  is a party;  (iii)  all  bonds,
debentures,  notes,  stock or other  securities other than stock of subsidiaries
already listed in Exhibit 2.1(d),  and all accounts  receivable other than trade
accounts  receivable  which are not more than 90 days old,  held or owned by the
Company;  (iv) all  policies  of  insurance  in force  covering  or owned by the
Company;  (v) all loan agreements or bank credit  agreements in effect,  setting
forth the amount of the original loan, the unpaid balance, the interest rate and
payments,  the  maturity  date,  any  prepayment  penalties  and the name of the
lender;  (vi) all  agreements  to which  the  Company  is a  party.;  (vii)  all
employment contracts with any officers or employees of the Company and the names
and current  salary rates of all such  officers and  employees,  together with a
description of all incentive,  compensation,  bonus,  profit sharing retirement,
pension or other  similar  plans or  arrangements  for any of such  officers  or
employees  and  (viii)  all  agents,  consultants  and  independent  contractors
retained  by the  Company,  with a  brief  description  of the  arrangement  for
compensation,  and all persons,  if any, holding a power of attorney,  to act on
its behalf (ix) all agreements and  transactions  entered into and in force with
any officer,  director or member of the Company or any person  related to any of
them.  Complete  and  correct  copies of all  agreements,  instruments  or other
documents  relating  to the  items  referred  to above  are  attached  hereto as
Exhibit(s)  2.1(i).  The Company is not in material default on any obligation to
be  performed  by it under any loan,  plan or  agreement  referred to in Exhibit
2.1(i), or in material  violation of any law,  ordinance,  regulation,  order or
decree applicable to it.
<PAGE>

(j) Legal Compliance.  The Company is in compliance with all laws,  regulations,
permits and orders applicable to its business and assets. Seller has not, and is
not,  infringing  any patent,  trademark  or  copyright  or using or  disclosing
without authorization any trade secret of third parties.

(k) Employee  Relations.  Since January 1, 1998, the Company has not experienced
any strike, work interruption,  organization  campaign or other concerted action
by its  employees  and has not received any  complaint of failure to comply with
equal employment opportunity laws.

  (l) Employee  Benefit Plans.  All employee  benefit  plans,  as defined in the
Employee  Retirement  Income Security Act, covering present and former employees
of the Company are listed in Exhibit 2.1(l)  attached hereto and have been fully
disclosed to the Purchaser  including,  without  limitation,  all commitments to
provide employee  benefits.  Any plans intended to be qualified plans and trusts
intended  to be  exempt  organizations  under  the  Internal  Revenue  Code  are
qualified and exempt and the Company has determination  letters  evidencing such
status.  There  has been,  and is,  no  reportable  event,  accumulated  funding
deficiency,   termination   liability,   withdrawal   liability  or   prohibited
transaction  in  connection  with such plans.  The Company has no  obligation to
provide  post-retirement  health,  medical, death or other welfare benefits. All
group health plans have been maintained in compliance with the Internal  Revenue
Code. All vacation,  severance and similar plans or policies of the Company have
been fully and accurately disclosed to the Purchaser,  and are listed in Exhibit
2.1(l)  attached  hereto..  (m)  Environmental,  Safety and  Product  Liability.
Without limitation of other  representations  and warranties herein, the Company
and its business and assets are in compliance  with, and are not subject to, any
liability under federal,  state and local environmental laws. The Company is not
aware of any reason why it will not  continue  to be able to comply with all its
permits or to renew any permit  expiring  within one year after the date of this
Agreement without imposition of standards  materially stricter than those now in
effect. The Company is not subject to any liability with respect to a release or
disposal of hazardous waste, hazardous substances or constituents or pollutants.
The Company is not subject to any liability  with respect to defective  products
regardless of whether such  liability  results from breach of express or implied
warranties or strict liability imposed by reason of misdesign, mismanufacture or
failure to warn.

2.2  Representations and Warranties of Purchaser.  The Purchaser  represents and
warrants to the Seller and the Company as follows:

(a) Purchaser is a  Corporation  duly  authorized  and existing in good standing
under the laws of Delaware with full corporate  power and authority to carry out
the transactions contemplated by this Agreement.
(b) The execution, delivery and
performance  by  Purchaser  of this  Agreement  and  all  other  agreements  and
transactions  contemplated  herein have been authorized on the part of Purchaser
by all  requisite  corporate  action and will not violate or  conflict  with its
Certificate of Incorporation or By-laws or with any law,  regulation,  judgment,
order,  restriction or agreement to which Purchaser is a party or to which it is
subject.

(c) The Units of NWN are being  acquired by Purchaser for investment and without
any view to, or for resale in connection  with, any  distribution  of such Units
within the meaning of the Securities Act of 1933.

(d) No consent, approval, permit, registration,  filing or notice to or with any
governmental  agency or third party is required on the part of Purchaser for the
execution,  delivery  and  performance  of this  Agreement  except as  expressly
provided herein.

         (e) This is no litigation or governmental proceeding pending or, to the
best of Purchaser's  knowledge,  threatened against Purchaser that questions the
validity or challenges  the  performance  of this  Agreement or any action to be
taken by Purchaser pursuant to this Agreement.


III. COVENANTS

3.1 Conduct of Business Until Closing.  Pending the Closing,  Seller shall cause
NWN,  and NWN  agrees,  to conduct its  business  only in the  ordinary  course.
Without  limitation  of the  foregoing,  NWN shall (A) use its best  efforts  to
preserve  intact its  business  and its assets;  (B) maintain its assets in good
repair and operating  condition except for fire, flood or other Acts of God; (C)
continue  in full  all  existing  insurance  coverage,  (D) not  enter  into any
material  contract  or other  transaction  without  prior  written  approval  of
Purchaser;  (E)  use  its  best  efforts  to  retain  employees,  customers  and
suppliers;  (F) refrain  from any  increase in the  compensation  or benefits of
employees or any commitment for an increase; (G) not engage in any inter-company
transaction  with any of its affiliates  except for continuation of transactions
in the normal course of business fully  disclosed in exhibits to this Agreement;
(H) refrain from any sale or transfer or commitment to sell  or-transfer  any of
its assets  except for sales of products in the  ordinary  course of business or
any action or omission  which will subject its assets to any lien,  encumbrance,
or  security  interest;  (I)  refrain,  without  Purchaser's  consent,  from any
material  modification  of any of its  assets  or  commitment  for  any  capital
expenditure.

3.2. Access to the Business and Assets. Until the Closing,  Seller shall consult
with  Purchaser on the  operation  of its  business  and shall afford  access to
Purchaser and its representatives during normal business hours to all records of
its  business  and  Assets  and to its  employees,  accountants,  customers  and
suppliers.  However, no investigation by Purchaser shall limit responsibility of
Seller for the representations,  warranties and agreements herein.  Seller shall
maintain  its assets in good order and repair,  but no material  alterations  or
improvements shall be made except with the written approval of Purchaser.
<PAGE>

3.3. Transfers of Certain Properties.  At or prior to the Closing,  Seller shall
transfer to the Company its assets currently owned by either or both of them but
used wholly or  partially in its business and listed in Exhibit 3.3. At or prior
to the Closing,  Prime shall transfer to Seller certain assets listed in Exhibit
3.3.

3.4. (This section intentionally omitted)

3.5.  Cooperation  After the Closing.  After the Closing,  Seller and  Purchaser
shall  cooperate  in  transition  of  ownership  of the  Company  from Seller to
Purchaser. Without limitation, if Seller shall receive any assets of the Company
after the Closing,  he shall  promptly  deliver  such assets to the Company.  If
either party or the Company shall need any  information  for the  preparation of
tax returns,  the other party shall furnish such information in reasonable prior
notice.

         3.6. Confidential  Information.  All technical and business information
furnished by either party to the other party in connection with the transactions
contemplated  by this Agreement  shall be maintained in confidence and shall not
be disclosed to third parties or used except for the purposes of this Agreement.
The foregoing obligations shall not apply to information which the recipient can
show that (a) the information was previously known to it at the time of receipt,
(b) was in the public  domain at the time of receipt or  thereafter  entered the
public domain  without fault of the  recipient,  (c)  corresponds to information
which was  furnished to the recipient by a third party  lawfully  entitled to do
so, (d) was  developed  independently  by personnel of the  recipient who had no
access  to  the  information  or  (e)  is  required  to be  disclosed  in  legal
proceedings.  If this Agreement  shall not be closed,  Purchaser shall return to
Seller all  documents  concerning  its business or Assets  obtained by Purchaser
from Seller.

3. 7. Noncompetition. Seller agrees not to compete, directly or indirectly, with
Purchaser in any markets in which Purchaser is conducting  wireless  business in
the United  States for a period of two years after the Closing Date, or a period
of  one  year  after  termination  of  employment,  whichever  is  longer.  Such
competition shall include,  without  limitation,  any employment or consultation
with  persons  engaged or planning  to engage in  competition  with  Purchaser's
business and any investment in any such person.

3.8.  Seller  represents  to Purchaser  that neither he nor the Company has, and
Purchaser  represents  to Seller that  Purchaser  has , not retained any finder,
broker, or agent, or agreed to pay a fee or commission to any such person.  Each
party  agrees to  defend  and  indemnify  the other  parties  against  all loss,
liability,  cost and expense (including reasonable attorneys fees) in connection
with any claim or claims which may be made  against the other  parties by reason
of  alleged  agreements,  understandings  or  arrangements  for  such  a fee  or
commission by it.


IV.      CONDITIONS PRECEDENT TO THE OBLIGATIONS OF  THE PARTIES

4.1 Conditions to the  Obligations of Purchaser.  The obligation of Purchaser to
close this Agreement is, at its option, subject to the following conditions:

(a) Representations and Warranties. The representations and warranties of Seller
shall  continue to be accurate in all respects on the Closing  Date,  subject to
changes occurring in the ordinary course of business and not materially  adverse
in nature,  and they shall have  performed all  covenants and other  obligations
under this  Agreement  required to be performed by them at or before the Closing
Date.

(b) No Material Adverse Change. There shall have been no material adverse change
in its business,  assets,  financial condition,  or results of operations of the
NWN.

(c) Delivery of Certain  Documents.  Seller and the Company shall have delivered
at the Closing all of the documents described in Article V.

4.2 Conditions to the Obligations of the Seller and the Company. The obligations
of Seller to close this Agreement are at the option of each of them,  subject to
the following conditions:

(a)  Representations  and  Warranties.  The  representations  and  warranties of
Purchaser  shall  continue  to be  materially  accurate  in all  respects on the
Closing Date and the  Purchaser  shall have  performed  all  covenants and other
agreements  herein required to be performed by it on or before the Closing Date.

(b) Delivery of Certain  Documents.  The Purchaser  shall have  delivered at the
Closing the payments and documents described in Article V.
<PAGE>

4.3 Failure of Fulfillment of  Conditions;  Remedies.  The parties each agree to
make all  reasonable  efforts  to fulfill  their  respective  conditions  and to
cooperate with the other party in fulfillment  of its  conditions.  If any party
fails or refuses to perform this Agreement,  the other party or parties shall be
entitled to specific performance of this Agreement or such other remedies as may
be granted in equity or law by a court of competent jurisdiction,  in a court of
competent jurisdiction in the Sacramento district of Northern California.

V. DOCUMENTS TO BE DELIVERED AT THE CLOSING

5.1  Documents  Delivered  by the Seller and the Company.  At the  Closing,  the
Seller and the Company shall deliver to the Purchaser the following documents:

(a) Such evidence of limited liability company  existence,  qualification,  good
standing,  incumbency of officers  adoption of resolutions and evidence of other
limited  liability  company  procedures  and  authority  as  may  reasonably  be
requested by counsel for the Purchaser.
(b)  Evidence  that the  property  transfers  described in Section 3.3 have been
made.
(c)  A  certificate   signed  by  the  Seller   updating  and   reaffirming  the
representations   and  warranties  set  forth  in  Section  2.1  and  confirming
performance of all the covenants set forth in Article III to the extent they are
to be performed by them on or before the Closing Date.
(d) A "comfort letter" from Seller's counsel, dated the Closing Date.
(e) A written opinion of Seller's counsel, dated the Closing Date.
(f) A release signed by Seller.
(g) Certificates representing all Units of NWN.
(h) Employment  Contract in the form attached as Exhibit V5.1(h) signed by Prime
and  Gebhardt  as  described  in  Article  VIII,  Sections  8.1 to  8.8 of  this
Agreement.

5.2 Documents to be Delivered by Purchaser.  At the Closing and upon fulfillment
of the  conditions  described at Section 5.1 by the Seller and the Company,  the
Purchaser shall deliver documents and make payments as follows:

(a)  Such  evidence  of  corporate  existence,   qualification,  good  standing,
incumbency of officers,  adoption of resolutions and evidence of other corporate
procedures  and  authority  as may  reasonably  be  requested by counsel for the
Seller.
(b) A certificate signed by an officer of the Purchaser updating and reaffirming
its  representations  and  warranties  set forth in Section  2.2 and  confirming
performance of all the covenants set forth in Article III to the extent they are
to be performed by the Purchaser on or before the Closing date.
(c) A written opinion of Purchaser's counsel, dated the Closing Date.
(d) A certified bank check for $550,000.00 payable to Mr. Jim Wiesenberg.
(e) A certified bank check for $5,000 payable to Douglas C. MacLellan.
(f) A certified bank check for $35,000 (or remaining  balance after  MacLellan's
check) payable to Gebhardt.Family Trust
(g) Stock certificate for 875,000 shares of Common Stock of Prime in the name of
Gebhardt Family Trust.
(h) Stock  certificate for 40,000 shares of Common Stock of Prime in the name of
Michael Gebhardt..
(i) Stock  certificate for 40,000 shares of Common Stock of Prime in the name of
Competitive Consulting Group.
(j) Stock  certificate for 20,000 shares of Common Stock of Prime in the name of
Blooston, Mordofsky, Jackson, and Dickens.
(k) Stock certificate for 150,000 shares of Common Stock of Prime in the name of
Douglas C. MacLellan.
(l) Stock  certificate for 30,000 shares of Common Stock of Prime in the name of
David Kearney.
(m) Stock  certificate for 50,000 shares of Common Stock of Prime in the name of
Gordy Tierny.
(n) Stock  certificate for 90,000 shares of Common Stock of Prime in the name of
Jim Brown.
(o) Stock  certificate for 90,000 shares of Common Stock of Prime in the name of
Richard Wiese.
(p) Stock  certificate for 15,000 shares of Common Stock of Prime in the name of
Fred Cohen.
(q) Stock  certificate for 10,000 shares of Common Stock of Prime in the name of
Tim Warner.
(r) Stock  certificate for 90,000 shares of Common Stock of Prime in the name of
Craig Riggs.

5.3  Simultaneous  Delivery.  All  documents  delivered at the Closing  shall be
deemed to have been delivered simultaneously.
<PAGE>

VI. GENERAL PROVISIONS

6.1 Survival; Indemnities. All representations, warranties and agreements of the
parties shrill survive the Closing,  notwithstanding  investigations made by the
parties.  Seller  shall  jointly and  severally  indemnify  the  Purchaser,  and
Purchaser shall indemnify Seller against all loss, liability, damage and expense
resulting  from  untruth,   inaccuracy  or  incompleteness  of  the  information
contained in their respective  representations  and warranties or any failure to
perform their respective agreements.

6.2 Further Actions.  The parties agree to execute and deliver from time to time
hereafter any and all such further documents and to take such further actions as
shall be reasonably necessary to carry out the transactions contemplated by this
Agreement.

6.3  Nonassignability.  Neither this Agreement nor any rights  thereunder may be
assigned or otherwise  transferred  directly or  indirectly by any party without
the prior written consent of the other parties and any attempt to do so shall be
null and void,  provided  that this  Agreement  and the rights  and  obligations
herein  shall  inure to the  benefit  of, and be binding  upon,  the  executors,
administrators, heirs and successors of Gebhardt in the event of his death.

6.4 Entire Agreement.  In entering into and closing this Agreement, no party has
relied or shall  rely upon any  promises,  representations  and  warranties  not
expressed  herein,  and this Agreement  expresses their entire  agreement on the
subject matter.

6.5 Amendment and Waiver. Neither this Agreement nor any provision or provisions
herein may be amended or waived  except by a written  amendment or new agreement
executed by the parties.

6.6 Governing Law. The validity, interpretation,  performance and enforcement of
this Agreement shall be governed by the laws of California.  Each of the parties
consents to the  jurisdiction  of the federal and state courts in  California in
all matters relating to this Agreement.

6.7 Notices.  All notices or other  communications  hereunder  shall be given in
writing and shall be deemed to be duly given if delivered or mailed, first class
postage prepaid, to the following addresses:
         In the case of NWN:             ATTN: Mr. Joseph P. Gebhardt, President
                                               P.O. Box 6928
                                               250 South Martin
                                               Stateline, NV 89449
                                               Telephone:        775-588-1995
                                               Facsimile:        702-588-0805

         In the case of Prime:           ATTN: Mr. Norbert J. Lima, President
                                               409 Center Street
                                               Yuba City, CA 95991
                                               Telephone: 530-755-3580
                                               Facsimile: 530-671-3215

Copies to:

      ATTN:Mr. Stephen Goodman, CFO             Pfeffer & Williams, PC.
           2975 Treat Boulevard, Suite C-8      ATTN: Mr. Irving Pfeffer, Esq
           Concord, CA 94518                    155 Montgomery Street, Suite 609
           Telephone:       925-687-9669        San Francisco, CA 94104
           Facsimile:       925-687-9670        Telephone:       415-296-7272
                                                Facsimile:       415-296-8780
           Doug MacLellan
           The MacLellan Group, Inc.
           8324 Delgany Avenue
           Playa Del Rey, CA 90293
           Telephone 310-301-7728
           Fax 310-301-7748

6.8  Expenses.  The  Seller  shall pay all costs and  expenses  incurred  by him
(including,  without  limitation,  the  payment of all fees and  expenses of its
counsel) and any tax on the sale or transfer of their  shares and the  Purchaser
shall pay all costs and expenses incurred by it (including,  without limitation,
all fees and expenses of its counsel) in carrying out its respective obligations
under this  Agreement and the  transactions  contemplated  herein.  All expenses
related to discussion,  negotiations and other  activities  between the Company,
Gebhardt and Prime are the sole responsibility of the party that incurs them.

6.9  Announcements.  Pending  completion of this  Agreement,  the Parties shall,
subject  to the  requirements  of law or any  regulatory  body or the  rules and
regulations of any recognized  stock exchange,  consult together as to the terms
of, the timetable for and manner of publication  of, any formal  announcement or
circular to the shareholders, employees, customers, suppliers, distributors, and
sub-contractors  and to any recognized stock exchange or other authorities or to
the  media or  otherwise  which  any party  may  desire  or be  obliged  to make
regarding this  Agreement.  Any other  communication  which the Parties may make
concerning the foregoing  matters shall,  subject to the  requirements of law or
any  regulatory  body or the  rules  and  regulations  of any  recognized  stock
exchange, be consistent with any such formal announcements or circular.
<PAGE>

6.10 Counterparts.  This Agreement may be executed in any number of counterparts
each of which shall be deemed to be an original,  but all the counterparts shall
constitute one and the same instrument.

6.11 Presumption.  As designated in the Binding Letter of Intent between NWN and
Prime dated October 27, 2000,  this  Agreement has been drafted by Prime's legal
counsel.   Any  FCC  approval   applications   are  to  be  drafted  by  Prime's
communications legal counsel. This Agreement, the FCC approval applications,  or
any section  thereof  shall not be  construed  against any party due to the fact
that said Agreement or any section thereof was drafted by said party.

6.12 Arbitration.  If at any time during the term of this Agreement any dispute,
difference, or disagreement shall arise upon or in respect of the Agreement, and
the  meaning  and  construction  hereof,  every such  dispute,  difference,  and
disagreement  shall be referred to a single  arbiter agreed upon by the parties,
or if no single  arbiter can be agreed  upon,  an arbiter or  arbiters  shall be
selected in accordance  with the rules of the American  Arbitration  Association
and such dispute, difference, or disagreement shall be settled by arbitration in
accordance with the then prevailing commercial rules of the American Arbitration
Association,  and judgment upon the award rendered by the arbiter may be entered
in any court having jurisdiction thereof.

         6.13  Amendment  and  Modification.  Subject to  applicable  law,  this
Agreement may be amended,  modified, or supplemented only by a written agreement
signed by Purchaser and Seller.

         6.14 Waiver of Compliance; Consents. Any failure of any party to comply
with any obligation,  covenant,  agreement, or condition herein may be waived by
the party entitled to the performance of such obligation, covenant, or agreement
or who has the benefit of such conditions,  but such waiver or failure to insist
upon strict compliance with such obligation,  covenant,  agreement, or condition
will not operate as a waiver of, or estoppel with respect to, any  subsequent or
other failure.

         6.15 Titles and Captions.  All section titles or captions  contained in
this  Agreement  are for  convenience  only and shall not be deemed  part of the
context nor effect the interpretation of this Agreement.

6.16 Entire Agreement.  This Agreement contains the entire understanding between
and among the parties and  supersedes  any prior  understandings  and agreements
among them respecting the subject matter of this Agreement.

         6.17  Agreement  Binding.  This  Agreement  shall be binding  upon the
heirs,  executors, administrators, successors and assigns of the parties hereto.

         6.18  Attorney  Fees.  In the event of an  arbitration,  suit or action
brought by any party under this Agreement to enforce any of its terms, or in any
appeal  therefrom,  it is agreed that the prevailing  party shall be entitled to
reasonable  attorney  fees to be fixed by the  arbitrator,  trial court,  and/or
appellate court.

         6.19  Pronouns and Plurals.  All  pronouns and any  variations  thereof
shall be deemed to refer to the masculine, feminine, neuter, singular, or plural
as the identity of the person or persons may require.

6.20 Further Action. The parties hereto shall execute and deliver all documents,
provide  all  information  and take or  forebear  from all such action as may be
necessary or appropriate to achieve the purposes of the Agreement.

6.21 Parties in Interest - No Third Party  Beneficiaries  . Nothing herein shall
be construed to be to the benefit of any third  party,  nor is it intended  that
any provision shall be for the benefit of any third party.

6.22 Savings Clause.  If any provision of this Agreement,  or the application of
such  provision  to any  person  or  circumstance,  shall be held  invalid,  the
remainder of this Agreement,  or the application of such provision to persons or
circumstances  other  than  those as to which it is held  invalid,  shall not be
affected thereby.

VII.              CONDITIONS
         Completion of this  Agreement is  anticipated  to be  conditional  upon
satisfaction of the following conditions:
<PAGE>

         7.1 Due Diligence.  Prime being satisfied on or before the later of (1)
December 31, 2000 or (2) 15 days after the audited financial statements referred
to in Section 2.1(f) above and Section 7.6 below are delivered to Prime,  in its
sole and absolute  discretion  with a detailed  and wide  ranging due  diligence
exercise to be carried out by it and its professional advisors on its behalf and
in relation to the direct interests being acquired by virtue of Prime's purchase
or acquisition of Units.

         7.2 Access to Credit Line.  This proposed  transaction  is  necessarily
based upon Prime having access to an  anticipated  equity credit line that would
allow Prime to meet the cash components of the  transaction,.  In the event that
Prime  is  unable  to  access  this  capital  pool by  February  13,  2000,  the
transaction  may be  terminated  by either  party or  extended  upon the  mutual
consent of all Parties.

         7.3  Consent.  Obtaining  all  necessary  consents and  approvals  from
Prime's  and  NWN's  respective  Board of  Directors,  and if  necessary,  their
respective stakeholders.

         7.4 SEC  Registration.  The Parties to any submission for the approvals
of issuance and or registration of the Shares of Prime, to be received by Seller
in  respect  of the  exchange  of the  Shares  to the  Securities  and  Exchange
Commission  shall be prepared  by, made in the name and at the expense of Prime,
subject  to the  input of NWN and  that  all  requests  and  inquiries  from any
government, governmental, or regulatory body shall be dealt with by Prime and/or
NWN in consultation with each other and each shall promptly  co-operate with and
provide all necessary  information  and assistance  reasonably  required by such
government, or agency upon being requested to do so.

         7.5 Debt  Conversion.  In the event  that NWN's debt  holder  (Mr.  Jim
Wiesenberg) converts his outstanding debt to Units in NWN, or he does not accept
the $550,000.00  plus any additional  interest if any accrued after December 31,
2000,  as  payment  in full for his debt owed to him by NWN,  then Prime has the
right to immediately terminate this Agreement.  In the event that this Agreement
is terminated by Prime due to the above,  NWN will return the $10,000 good faith
deposit money.

         7.6 Audit.  NWN will  commence  a two year and nine month  audit of its
business.. The costs associated with the audit will be initially underwritten by
Prime.  In the event that the audit cannot be  completed  by NWN,  then NWN will
reimburse Prime for any audit related costs paid by Prime,  and the $10,000 good
faith deposit money.



VIII. EMPLOYMENT AGREEMENT

         8.1 Mr.  Joseph P. Gebhardt will be provided by Prime with a one year
renewable  employment  agreement on the following terms:

     Mr. Gebhardt's base salary will be $78,000.00.

     Mr.  Gebhardt will receive a bonus plan of  $40,000.00,  to be paid half in
cash and half in Common  Stock of Prime  calculated  at the market  value on the
date of grant of any bonus if Mr.  Gebhardt  introduces  to and assists Prime in
the  acquisition of a group of BTA's  consisting of 1 million POPs. Mr. Gebhardt
will be paid an  additional  $40,000.00  bonus  under  the same  terms  for each
additional  1 million  POPs  acquired  by  Prime.  Any  prospective  acquisition
candidates  under  contract  with or  represented  by Daniels &  Associates  are
specifically excluded from this bonus plan.

     Mr.  Gebhardt will receive at the execution of this  Agreement,  a total of
50,000 three year common  stock  options that will vest 1/12 each month over the
period of the  Employment  Agreement.  The options will be priced at the closing
price  of  Prime's  common  stock  on the date of the  Closing  and  Primeherein
provides piggyback registration rights to any shares issued through the exercise
of these options.

     Mr.  Gebhardt  will receive  health care  coverage  provided  through Prime
equivalent to that of other senior executives at Prime.

     Mr. Gebhardt's title shall be Head of Acquisitions. He will also be invited
to attend any  regular  sessions  of Prime's  Board of  Directors  meetings as a
Senior Advisor on  Acquisitions  to the Board of Directors  during the period of
his Employment Agreement.

In the event that Mr. Gebhardt is terminated  without cause during the period of
his Employment Agreement,  all options will immediately vest and he will receive
a severance payment in a lump sum of $50,000.00.


Prime agrees to interview,  and if found  appropriate,  hire Mr. Lee Cluff as an
employee to assist Prime and Mr.  Gebhardt in general  business and  acquisition
analysis at a starting salary of $2,000.00 per month.



<PAGE>




IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the 29th day of December, 2000.


         New Wave Networks, LLC

By
         President_____________________
                  Joseph P. Gebhardt

         PRIME COMPANIES, INC.

By
         President_______________________
                  Norbert J. Lima


<PAGE>

Exhibit 1.2

DATE:             December 27, 2000
RE:               New Wave Acquisition
enclosed are the contents for inclusion in the unnumbered  Exhibit of 1.2 of the
draft contract:

Share Allocation of 1,500,000 Shares:

1.       Gebhardt Family Trust
         P.O. Box 10168
         Zephyr Cove, Nevada  89448
         Phone:  775-588-1999
         875,000 Shares

2.       Competitive Consulting Group
         6811 Kenilworth Ave., Suite 302
         Riverdale, Maryland  20737
         Phone:  301-69905300
         40,000 Shares

3.       Blooston, Mordkofsky, Jackson and Dickens
         2120 L. Street, N.W.
         Washington, D.C.  20037
         Phone:  202-659-0830
         20,000 Shares

4.       Mr. Douglas C. MacLellan
         8324 Delgany Avenue
         Playa del Rey, CA  90293
         Phone:  310-301-7728
         150,000 Shares

5.       Mr. Mike Gebhardt
         Address and phone to be provided
         40,000 Shares

6.       Mr. David Kearney
         Address and phone to be provided
         30,000 Shares

7.       Mr. Gordy Tierny
         4000 Crest View Lane
         Shoreview, St. Paul  MN  56126
         Phone to be provided
         50,000 Shares

8.       Mr. Jim Brown
         Address and phone to be provided
         90,000 Shares

9.       Mr. Richard Wiese
         Address and phone to be provided
         90,000 Shares

10.      Mr. Fred Cohen
         P.O. Box 612161
         South Lake Tahoe, CA  96152
         Phone to be provided
         15,000 Shares

11.      Tim Warner
         Address to be provided
         10,000 shares

12.      Craig Riggs
         Address to be provided
         90,000 shares

<PAGE>



Cash Allocation of US$40,000.00: Mr. Douglas C. MacLellan - US$5,000
--------------------------------
         8324 Delgany Avenue
         Playa del Rey, CA  90293
         Phone:  310-301-7728

Gebhardt  Family  Trust  -  US$35,000.00  or the  remaining  balance  after  Mr.
MacLellan receives US$5,000.00
         P.O. Box 10168
         Zephyr Cove, Nevada  89448
         Phone:  775-588-1999

<PAGE>



Exhibit 2.1(a)1
Certificate of Limited Liability Company

Attached to original document but not available in electronic format.

<PAGE>



Exhibit 2.1(a)2
By-Laws of New Wave Networks LLC.

14 page  Operating  Agreement of New Wave  Networks LLC dated  December 31, 1997
attached to original document but not available in electronic format

<PAGE>



Exhibit 2.1(b)
Equity Capitalization of New Wave Networks LLC.


<PAGE>



Exhibit 2.1(b)1

None


<PAGE>



Exhibit 2.1 (d)

None

Not Applicable


<PAGE>



Exhibit 2.1 (f)

Audit to be conducted by KPMG



<PAGE>



Exhibit 2.1 (h)
none


<PAGE>



Exhibit 2.1 (i)
none


<PAGE>



Exhibit 2.1 (L)

none

<PAGE>



Exhibit 3.3

FCC license  call sign  WPOK205
FCC license  call sign  WPOK206
FCC license  call sign  WPOK207
FCC license  call sign  WPOK208
FCC license  call sign  WPOK209


<PAGE>



Exhibit 5.1 (h)

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT  ("Agreement"),  made and entered into this ____day of
__________ of 2001 effective  _______________  (the  "Effective  Date"),  by and
between Prime  Companies,  Inc., a Delaware  corporation  (the  "Company"),  and
_______________, a resident of Nevada ("Executive").

                  WITNESSETH:

WHEREAS,  the  Company  is a  corporation  engaged in  business  in the State of
Delaware and throughout the United States;  and WHEREAS,  the Company desires to
employ  Executive  in the  capacity of Head of  Acquisitions  upon the terms and
conditions  hereinafter  set forth;  and WHEREAS,  Executive is willing to enter
into this  Agreement  with respect to his employment and services upon the terms
and conditions  hereinafter set forth; NOW,  THEREFORE,  in consideration of the
mutual  covenants and  obligations  contained  herein,  Company  hereby  employs
Executive  and  Executive  hereby  accepts  such  employment  upon the terms and
conditions set forth below.

1. Term of Employment.  The term of employment under this Agreement shall be for
a period of one (1) year, commencing on the Effective Date and terminating onone
year from that date unless such  employment is  terminated or extended  prior to
the  expiration  of said period as  hereinafter  provided.  Effective  as of the
expiration  of  such  initial  one-year  term  and as of each  anniversary  date
thereof, the term of this Agreement shall be extended for an additional one-year
period unless, not later than one (1) months prior to each such respective date,
either party hereto shall have given notice to the other that the term shall not
be so extended.  In the event of non-renewal,  and the  terminating  party shall
give notice of this  decision  not later than five and a half months  before the
anniversary  date.   Notwithstanding  the  foregoing,   Executive's   employment
hereunder may be earlier terminated as provided in ss.8 hereof.

2. Duties of Executive.  Positions and Reporting. The Company hereby employs the
Executive for the Employment Period as its President and Chief Operating Officer
on the terms and conditions set forth in this  Agreement.  During the Employment
Period,  Executive shall report directly to the Chairman on an ongoing basis and
directly to the Board of Directors of the Company (the "Board") with full access
to the Board except during executive sessions.  Complete  Commitment.  Executive
agrees that during the term of this Agreement,  he will devote his  professional
and  business-related  time,  skills,  and best efforts to the businesses of the
Company in the capacity of Head of Acquisitions  or in such other  capacities as
the Company may request of Executive hereafter in writing. Authority and Duties.
Executive  shall  exercise such  authority,  perform such  executive  duties and
functions, and discharge such responsibilities as are reasonably associated with
the  Executive's  positions,  commensurate  with  the  authority  vested  in the
Executive  pursuant to this  Agreement,  and consistent  with the By-Laws of the
Company as may be modified from time to time by the Board.  The Executive  shall
attend all Board  meetings,  and the Executive  agrees to serve as a director if
invited by the Board.  During the Employment  Period, the Executive shall devote
full  business  time,  skill,  and  efforts  to the  business  of  the  Company.
Notwithstanding  the  foregoing,  the  Executive  may make and  manage  personal
business  investments of his choice and, after first seeking and obtaining Board
approval,  have  a  second  job  or  serve  in  any  capacity  with  any  civic,
educational, or charitable organization,  or any trade association. If there are
major changes in the duties or  responsibilities  of Executive from those listed
above  that  are  not  mutually  agreed  upon,  Executive  may  give  notice  of
non-acceptance  specifying  the details of his  counter-proposal  and request to
negotiate a mutually  acceptable  compromise.  If the Parties are unable  within
thirty (30) days of the date of Executive's notice of non-acceptance,  Executive
may give notice of his intention to terminate his employment  which shall become
effective sixty (60) days  thereafter  absent a mutual  agreement  otherwise and
absent the  Company's  withdrawal  of the request for  changed  duties,  thereby
re-establishing the status quo ante. Executive agrees to continue to fulfill his
employment  obligations  throughout the entire period of employment and to train
conscientiously  a  replacement  if so  requested,  notwithstanding  any pending
notice of termination.  (d) Other Positions. The Company acknowledges and agrees
that,  during the term of this  Agreement,  Executive  will  devote  some of his
professional  and  business-related  time,  skills,  and best  efforts  to Prime
Companies,  Inc. and  subsidiaries  of Employer  including LMDS  Communications,
Inc., and that Employee will not receive compensation from such subsidiaries for
his services.

3.  Compensation.  The Company  shall pay Executive an annual base salary of One
Hundred Thousand  ($78,000.00) per annum (or fraction for portions of a year) to
be paid  semi-monthly  on or about the second and 16th of each month.  Such base
salary  will be  adjusted  from time to time in  accordance  with  then  current
standard salary  administration  guidelines of the Company.  Executive's  salary
shall be subject to all  appropriate  federal  and state  withholding  taxes and
shall be  payable  in  accordance  with the  normal  payroll  procedures  of the
Company.
<PAGE>

4. Fringe  Benefits.  The terms of this Agreement shall not foreclose  Executive
from participating with other employees of the Company in such fringe benefit or
incentive  compensation plans as may be authorized and adopted from time to time
by the  Company;  provided,  however,  that  Executive  must  meet  any  and all
eligibility   provisions   required  under  said  fringe  benefit  or  incentive
compensation  plans.  Executive  may be granted  such other  fringe  benefits or
perquisites  as Executive  and the Company may from time to time agree upon.  In
addition,  Human Resources may devise a job specific  incentive plan and present
it to Board and, if approved, to Executive.

5. Vacations. Executive shall be entitled to the number of paid vacation days in
each  calendar year as shall be determined by the Board from time to time. In no
event, however, shall Executive be entitled to less than two weeks paid vacation
during each calendar year.

6.  Reimbursement of Expenses.  The Company recognizes that Executive will incur
legitimate  business expenses in the course of rendering services to the Company
hereunder. Accordingly, the Company shall reimburse Executive, upon presentation
of receipts or other  adequate  documentation,  for all necessary and reasonable
business expenses  incurred by Executive in the course of rendering  services to
the Company under this Agreement.

7. Working  Facilities.  Executive shall be furnished an office,  and such other
facilities  and  services   suitable  to  his  position  and  adequate  for  the
performance  of his duties,  which shall be consistent  with the policies of the
Company.

8. Termination.  The employment  relationship  between Executive and the Company
created  hereunder shall  terminate  before the expiration of the stated term of
this Agreement upon the occurrence of any one of the following events:

(a)  Executive's  Death  or  Permanent  Disability.  For  the  purpose  of  this
Agreement,  the  "permanent  disability"  of  Executive  shall mean  Executive's
inability,  because of his injury,  illness,  or other  incapacity  (physical or
mental), to perform the essential functions of the position contemplated herein,
with or without  reasonable  accommodation  to  Executive  with  respect to such
injury, illness, or other incapacity, for a continuous period of sixty (60) days
or for ninety (90) days out of a continuous  period of 360 days.  Such permanent
disability  shall be deemed to have occurred on the sixtieth (60th)  consecutive
day or on the  ninetieth  (90th) day within the specified  period,  whichever is
applicable.

(b)  Termination  for Cause.  The following  events,  which for purposes of this
Agreement shall constitute "cause" for termination with the majority vote of the
Board:  The willful  breach by Executive of any provision of Sections 11, 12, or
13 hereof or any act of fraud,  misappropriation,  or  embezzlement by Executive
with respect to any aspect of the Company's business or under circumstances that
reflect  adversely on the Company in the public eye, in each case in the Board's
sole and exclusive determination,  shall be cause for immediate termination with
immediate   curtailment  of  all   compensation,   benefits   within   statutory
limitations, and stock option rights. The willful breach by Executive of Section
2 hereof  (including but not limited to a refusal to follow lawful directives of
the Board) after  notice to Executive of the details  thereof and a period of 10
days thereafter within which to cure such breach and the failure of Executive to
cure such breach to the Board's  satisfaction within such 10 day period; The use
of illegal  drugs by Executive  during the term of this  Agreement  that, in the
sole  and  exclusive   determination  of  Board,   interferes  with  Executive's
performance  of  his  duties  hereunder  or  under  circumstances  that  reflect
adversely  on the  Company  in the  public  eye;  The  filing of a  petition  in
bankruptcy  court  for  bankruptcy,   reorganization,  or  rearrangement  or  an
adjudication  that  Executive  is  bankrupt;  The  commencement  of  involuntary
proceedings  against  Executive  for  bankruptcy  or  appointment  of a receiver
because of insolvency;  If the Company  determines  that employee has engaged in
any dishonest conduct in the course of his management duties including by way of
example and not by limitation the knowing  receipt of kickbacks from  suppliers,
misappropriation of corporate assets or opportunities, etc. If the circumstances
of Employee's  personal life, whether or not in the course of management duties,
reflects  adversely on the Company such that it would be in the  Company's  best
interests,  in its sole  discretion,  to terminate its business  relations  with
Employee.  The  dissolution  of the  Company's  corporate  status;  Executive is
convicted  of or pleads  guilty or nolo  contendere  to a felony or  misdemeanor
involving  financial  misconduct,  moral turpitude,  controlled  substances,  or
personal injuries caused by driving under the influence;  Failure of performance
by  Executive  that is repeated  or  continued  after 30 day  written  notice to
Executive of such failure and that is determined by the Board to be injurious to
the  business or  interests  of the  Company  and which  failure is not cured by
Executive  within  such 30 day period in the  Board's  sole  determination.  Any
notice of discharge  shall  describe with  reasonable  specificity  the cause or
causes for the termination of Executive's  employment,  as well as the effective
date of the termination  (which  effective date may be the date of such notice).
If the  Company  terminates  Executive's  employment  for any of the reasons set
forth above,  the Company shall have no further  obligations  hereunder from and
after the effective date of termination (other than as set forth below).

(c) Termination by Executive with Notice. Executive may terminate this Agreement
without  liability to the Company arising from the resignation of Executive upon
a three (3) month written notice to the Company.  the Company  retains the right
after proper notice of Executive's voluntary termination to require Executive to
cease employment immediately. During such notice period, Executive shall provide
such  consulting  services to the Company as the Company may reasonably  request
and shall assist the Company in training his successor and generally managing an
orderly transition.  (d) Termination by the Company with Notice. The Company may
terminate  this  Agreement at any time,  with or without  cause,  upon three (3)
month written notice to Executive; provided, however, upon such notice Executive
shall not be required to perform any services for the Company  other than during
the period of one (1) month immediately  following the receipt of such notice of
termination  in which  Executive  shall  assist  the  Company  in  training  his
successor and generally preparing for an orderly transition.
<PAGE>

9. Compensation Upon Termination.

(a) General. Upon the termination of Executive's employment under this Agreement
before the expiration of the stated term hereof for any reason,  Executive shall
be  entitled  to (i) the  salary  earned by him  before  the  effective  date of
termination,  as provided in Section 3(a)  hereof,  prorated on the basis of the
number of full days of  service  rendered  by  Executive  during the year to the
effective date of termination,  (ii) any accrued, but unpaid, vacation benefits,
and  (iii)  any  authorized  but  unreimbursed  business  expenses.  However  on
termination,  Executive  automatically  forfeits any unvested  fringe  benefits,
dividends,  bonuses,  and  stock  options,  and any  vesting  schedule  shall be
adjusted on a pro rata basis parallel to ss.9(a)(i) above. In the event that Mr.
Gebhardt  is  terminated  without  cause  during  the  period of his  Employment
Agreement,  all options  will  immediately  vest and he will receive a severance
payment in a lump sum of $50,000.00.



(b) Death or Disability.  In the event of termination of employment hereunder on
account  of  Executive's  death or  disability,  Executive,  Executive's  heirs,
estate, or personal representatives under law, as applicable,  shall be entitled
to the  payment of  Executive's  Base Salary as in effect  immediately  prior to
death or  disability  for a period of not less than two calendar  months and not
more than the earlier of six calendar months or the payment of benefits pursuant
to a life or disability  insurance policy, if any,  purchased by the Company for
Executive.  Executive,  beneficiary, or estate shall not be required to remit to
the  Company  any  payments  received  pursuant  to any  such  insurance  policy
purchased  by the  Company.  Executive  is  encouraged  to purchase  life and/or
disability   insurance  to  cover   financial  needs  resulting  from  death  or
disability.

(c)  Termination  For  Cause.  If  the  employment   relationship  hereunder  is
terminated  by the  Company  for cause (as  defined  in  Section  8(b)  hereof),
Executive  shall  not be  entitled  to any  severance  compensation,  except  as
provided in Section 9(a) above,  subject to offset and deductions for reasonably
demonstrable damages.

(d)  Termination by Executive with Notice.  If the  employment  relationship  is
terminated  by Executive  pursuant to ss.8(c)  above,  the Company  shall remain
obligated to pay  Executive  his salary during the three (3) month notice period
or the remaining term of this Agreement, whichever is less.

(e)  Termination by the Company with Notice.  If the employment  relationship is
terminated  by the Company  pursuant to the  provisions of ss.8(d)  hereof,  the
Company  shall remain  obligated to pay  Executive  his salary during a nine (9)
month  severance  period,  again subject to offset and deductions for reasonably
demonstrable  damages.  Survival.  The provisions of Sections 9, 11, 12, 13, 14,
and 20 hereof shall  survive the  termination  of the  employment  relationship,
irrespective of the manner of termination  absent a specific  writing  providing
otherwise  which is signed by  Executive  and  Board.  The  Parties  agree  that
Executive's breach, violation, or threat of breach or violation of such sections
will result in immediate  and  irreparable  injury and harm to the Company,  and
that the  Company  shall have,  in  addition to any and all  remedies of law and
other  consequences under this Agreement,  the right to an injunction,  specific
performance, or other equitable relief to prevent the breach or violation of the
obligations  hereunder.  Excise  Tax  Limit.  Notwithstanding  anything  in this
Agreement to the contrary,  in the event it shall be determined that any payment
or  distribution  by the  Company  or any  other  person or entity to or for the
benefit of Executive is a "parachute  payment" (within the meaning of ss.280G of
the  Internal   Revenue  Code,   whether  paid  or  payable  or  distributed  or
distributable pursuant to the terms of this Agreement or otherwise (a "Payment")
in  connection  with,  or arising out of, his  employment  with the Company or a
change in ownership or effective  control of the Company  (within the meaning of
ss.280G of the Code,  and would be subject to the excise tax  imposed by ss.4999
of the Code) (the "Excise  Tax"),  the  Payments  shall be reduced to the extent
necessary so that such remaining  Payment would not be subject to the excise tax
imposed by ss.4999 of the Code.

10.  Other  Agreements.  This  Agreement  shall be primary  with regard to other
agreements  between the Parties which are  inconsistent  in any way and shall be
deemed to alter the terms of any  executive  compensation  agreements,  deferred
compensation  agreements,  bonus agreements,  general employment benefits plans,
stock  option  plans,  and any other plans or  agreements  entered  into between
Executive and the Company  pursuant to which Executive has been granted specific
rights, benefits, or options.

11.  Non-competition.  Executive  agrees that,  during his  employment  with the
Company  and for a period of two (2) years from the date of  termination  of his
employment  with the  Company,  he will not,  without the approval of the Board,
directly or indirectly,  alone or as partner, joint venturer, officer, director,
Executive, consultant, agent, independent contractor, or stockholder (other than
as  provided  below) of any  company  or  business,  engage in any  "Competitive
Business"  within any State of the United States or Province of Canada where the
Company has staff, equipment, or facilities.  For purposes of the foregoing, the
term  "Competitive  Business" shall mean any business directly involved in those
business  activities  performed  by the Company  during  Executive's  employment
period.  Notwithstanding the foregoing, Executive shall not be prohibited during
the  non-competition  period  applicable above from acting as a passive investor
where he owns not more than five  percent  (5%) of the  issued  and  outstanding
capital stock of any publicly-held company.

12. Confidential Data.  Executive agrees that he will not at any time during the
Employment  Period or at any time  thereafter  for any reason,  in any  fashion,
form,  or  manner,  either  directly  or  indirectly,   divulge,   disclose,  or
communicate to any person, firm,  corporation,  or other business entity, in any
manner whatsoever,  any confidential information or trade secrets concerning the
business  of the Company  including,  without  limiting  the  generality  of the
foregoing,  the techniques,  methods, or systems of its operation or management,
any  information   regarding  its  financial  matters,  or  any  other  material
information  concerning  the Company's  business,  its manner of operation,  its
plans or other  material data  including  without  limitation  the  confidential
information  listed in Exhibit A. The provisions of this Section shall not apply
to (i)  information  disclosed in the  performance of Executive's  duties to the
Company  based on his good faith  belief that such a  disclosure  is in the best
interests of Company;  (ii)  information that is, at the time of the disclosure,
public knowledge; (iii) information disseminated by the Company to third parties
in the  ordinary  course of  business;  (iv)  information  lawfully  received by
Executive from a third party who, based upon inquiry by Executive,  is not bound
by a confidential  relationship  to the Company;  or (v)  information  disclosed
under a requirement of law or as directed by applicable  legal authority  having
jurisdiction over the Executive.

<PAGE>

13.  Non-solicitation of  Customers/Employees.  Executive covenants that, during
his employment  with the Company and for a period of two (2) years from the date
of termination of his employment  with the Company,  he will not (i) directly or
indirectly  induce or attempt to induce any customer or Executive of the Company
to  terminate  his or her  business  relations  with the Company or (ii) without
prior written consent of the Company,  offer business relations either on behalf
of himself or on behalf of any other  individual  or entity to any  customer  or
employee of the Company or to any former customer or employee of the Company.

14. Property of The Company.  Executive  acknowledges  that from time to time in
the course of providing  services pursuant to this Agreement,  he shall have the
opportunity  to inspect,  create,  or use certain  property,  both  tangible and
intangible,  of the Company and Executive hereby agrees that such property shall
remain the exclusive property of the Company,  and Executive shall have no right
or  proprietary  interest in such  property,  whether  tangible  or  intangible,
including,  without limitation,  Executive's  confidential information listed on
Exhibit A. In  addition,  Executive  is  retained  in a  capacity  such that his
responsibilities   may  include   the  making  of   technical   and   managerial
contributions  of value to the Company.  Executive hereby assigns to the Company
all rights,  title,  and interest in such  contributions  and inventions made or
conceived by Executive alone or jointly with others during the Employment Period
which relate to the  Business.  This  assignment  shall include (a) the right to
file  and  prosecute  patent  applications  on  such  inventions  in any and all
countries,  (b) the patent  applications filed and patents issuing thereon,  and
(c) the right to obtain copyright,  trademark,  or trade name protection for any
such  work  product.  Executive  shall  promptly  and  fully  disclose  all such
contributions  and inventions to the Company and assist the Company in obtaining
and protecting the rights therein  (including  patents thereon),  in any and all
countries; provided, however, that said contributions and inventions will be the
property  of  Company,  whether or not  patented or  registered  for  copyright,
trademark, or trade name protection, as the case may be. Inventions conceived by
the  Executive  which are not  related to the  Company's  business  or  business
activities,  shall remain the  property of the  Executive.  Executive  agrees to
return  to  the   Company   all   Company   property,   confidential/proprietary
information,  and all  copies  of the same  within  five (5) days of  employment
termination.

15. Equitable Relief. Executive acknowledges that the services to be rendered by
him  are  of  a  special,  unique,  unusual,  extraordinary,   and  intellectual
character,  which  gives them a  peculiar  value,  and the loss of which  cannot
reasonably or adequately be compensated in damages in an action at law, and that
a breach by him of any of the provisions  contained in this Agreement will cause
the Company  irreparable injury and damage. By reason thereof,  Executive agrees
that the Company  shall be  entitled,  in addition to any other  remedies it may
have under this Agreement or otherwise, to injunctive and other equitable relief
to prevent or curtail  any breach of this  Agreement  by him.  Executive  hereby
acknowledges and agrees that prohibitions set forth in ss.ss.11,  12, 13, and 14
are in addition to, and not in lieu of, any rights or remedies  that the Company
may have available  pursuant to the laws of any jurisdiction or at common law to
prevent such  violations,  and the  enforcement by the Company of its rights and
remedies  pursuant to this  Agreement  shall not be construed as a waiver of any
other rights or available  remedies  that it may possess in law or equity absent
this Agreement.

16. "Change of Control." The terms of this  Agreement  shall remain in effect in
the event that (i) the Company  becomes a subsidiary of another  corporation  or
entity  or is merged  or  consolidated  into  another  corporation  or entity or
substantially  all of the assets of the Company are sold to another  corporation
or entity; or (ii) any person, corporation, partnership, or other entity, either
alone or in conjunction  with its  "affiliates," as that term is defined in Rule
405 of the General Rules and  Regulations  under the  Securities Act of 1933, as
amended,  or  other  group  of  persons,  corporations,  partnerships,  or other
entities  who are not  "affiliates"  but who are acting in concert,  becomes the
owner of record or  beneficially  of  securities  of the Company that  represent
thirty-three  and  one-third  percent (33 1/3%) or more of the  combined  voting
power of the Company's then outstanding securities entitled to elect Directors.

MISCELLANEOUS PROVISIONS

17.  Non-Assignment;  Successors.  Neither  party  hereto  may assign his or its
rights or  delegate  his or its duties  under this  Agreement  without the prior
written consent of the other party; provided,  however, that: (i) this Agreement
shall inure to the benefit of and be binding upon the  successors and assigns of
the Company upon any sale of all or substantially  all of the Company's  assets,
or upon any merger, consolidation, or reorganization of the Company with or into
any other corporation,  all as though such successors and assigns of the Company
and their  respective  successors  and assigns were the  Company;  and (ii) this
Agreement shall inure to the benefit of and be binding upon the heirs,  assigns,
or designees  of Executive to the extent of any payments due to them  hereunder.
As used in this  Agreement,  the term "Company"  shall be deemed to refer to any
such successor or assign of the Company referred to in the preceding sentence.

18.  Severability and  Reformation.  The parties hereto intend all provisions of
this  Agreement  to be enforced  to the fullest  extent  permitted  by law.  If,
however,  any  provision of this  Agreement is held to be illegal,  invalid,  or
unenforceable  under present or future law, such provision  shall be reformed to
effect the fullest  possible extent of the provision that is legal,  valid,  and
enforceable.  In the event that even this is not possible,  such provision shall
be fully  severable,  and this  Agreement  shall be construed and enforced as if
such illegal,  invalid, or unenforceable provision were never a part hereof, and
the remaining  provisions shall remain in full force and effect and shall not be
affected  by  the  illegal,  invalid,  or  unenforceable  provision  or  by  its
severance.
<PAGE>

19. Construction with Articles and Bylaws. Except as explicitly modified by this
Agreement,  the provisions of the Articles and Bylaws shall remain in full force
and effect.  Notwithstanding  the  foregoing,  the  provisions of this Agreement
shall be subject to the  provisions  of the  Articles  and shall  supersede  the
Bylaws only to the extent  inconsistent  herewith,  and the  Articles and Bylaws
shall be  construed  in a manner  that  gives  effect  to the  purposes  of this
Agreement and the intent of the parties hereto.

20.  Mandatory  Mediation/Arbitration.  Given the economies of time and money as
well as enhanced prospects of swiftly restoring amicable business relations,  in
the event of a breach, default, and/or dispute between the Parties in connection
with,  arising out of, or related to this  Agreement and any aspect of relations
between the Parties including without limitation whether an issue is arbitrable,
each Party agrees  exclusively to the following terms and conditions for dispute
resolution and claims for relief including injunctive or other equitable relief.
The Parties agree to take the following actions in the following order:

Mediation.  The  Parties  shall  agree upon a neutral  mediator  who is mutually
acceptable  and may be selected  from those  mediators  offered by the  Judicial
Arbitration   Mediation   Services-Endispute   ("JAMS")  in  Sacramento  or  San
Francisco, but there are advantages to finding a conveniently available mediator
close at hand who can readily  address and help resolve  problematic  matters at
the earliest  possible  stages.  If a mediator is not appointed and approved ten
(10) days after the date on which one or the other Party first seeks to retain a
mediator,  the mediator  shall be appointed by JAMS. The mediator shall have ten
(10) business days to resolve the matter; and

Arbitration.  If  mediation  proves  unsuccessful  and the  matter  has not been
resolved after ten (10) business days, any Party (the  "Complaining  Party") may
seek  arbitration,  to which  each  Party  hereby  agrees to submit to  personal
jurisdiction, as follows:

Notice of Request.  The  Complaining  Party shall  notify in writing  each party
involved in the matter that it is seeking  arbitration  in accordance  with this
Section.  There  shall be a period  of thirty  (30) days  after the date of such
notice  during  which the  Parties  involved  in the matter  shall hold with the
mediator at least (2) mediation meetings.  If, after such thirty (30) day period
as expired,  such two (2) additional mediation meetings have taken place and the
matter  is not  resolved,  the  Complaining  Party  may  proceed  with a  formal
arbitration.

Mutual  Designation of the Arbitrator.  The  Complaining  Party shall notify the
other Party that it elects to have the dispute heard and  determined by a former
judge of the California Superior or Appellate Courts retained by JAMS under JAMS
rules  and  procedures,  and  request  that a  hearing  be held to  resolve  the
controversy  within thirty (30) days after the filing of the  application  or as
soon thereafter as possible.  The  arbitration  hearing shall be held in a place
agreed upon between the Parties and if no such agreement is possible  within ten
(10) days of discussion,  the JAMS  aribtrator  shall  designate the arbitration
site. The arbitrator shall be required to grant a remedy specifically  requested
by a party to the  arbitration,  and he/she shall have no authority to fashion a
remedy that has not been so specifically requested.

Expediting Resolution.  Each Party agrees actively to expedite the resolution of
the dispute with all  reasonable  efforts to secure a hearing within thirty (30)
days after the filing of the  Arbitration  Petition,  or as soon  thereafter  as
possible.  In more complicated cases upon the Arbitrator's  consent,  each Party
may serve a single  request  for  admissions,  interrogatories,  and request for
production  of  documents  in  compliance  with  the  California  Rules of Civil
Procedure,  and the  arbitrator  shall  have  sole and  complete  discretion  to
determine any discovery disputes.

Equitable  Relief.  In the event of an application  for a temporary  restraining
order or other  equitable  relief,  each  party  agrees to any and all  measures
necessary to secure a hearing  within ten (10) business days of the Notice which
may proceed  even  without the  responding  Party's  presence,  subject to proof
satisfactory  to the JAMS  arbitrator  that  notice was  effected.

Arbitrator's  Decision  and  Confidentiality.  The  arbitrator  shall  deliver a
written opinion setting forth factual findings and the decision  rationale which
may be reduced to a judgment and filed in any court having jurisdiction.  At the
expense of the moving party,  the arbitrator  shall reconsider the decision once
upon a written motion  submitted and served within ten (10) business days of the
decision.  The  Confidentiality  provisions of this Agreement shall apply to the
arbitration proceeding, all evidence taken, and the opinion.

The Losing Party. The  arbitrator's  award or opinion shall identify by name the
party or parties who shall not have  prevailed in the  arbitration  (the "Losing
Party").  In rendering  the decision  with respect to any state law claims,  the
arbitrator shall apply the laws of the State of California without regard to the
application of principles of conflicts of law. The  arbitrator  shall assess all
expenses of arbitration and mediation, including but not specifically limited to
all forms of mediator's fees,  arbitration  fees,  costs, and attorneys' fees in
accordance with Paragraph 20(a) of this Agreement.

Attorneys'  Fees and Costs.  The costs and expenses  incurred in connection with
any attempt at mediation described above, including JAMS' and the mediator fees,
shall be shared equally among all the Parties  involved in such mediation,  with
each  party   responsible  for  its  own  attorneys'   fees,  if  the  mediation
successfully resolves the matter, or if the matter is otherwise resolved without
arbitration.  However,  if the matter is  arbitrated,  the  Losing  Party in the
arbitration  shall pay all the mediation  costs  including but not  specifically
limited to the mediator's  fees and  disbursements  and  attorneys'  fees of the
parties  who are not the  Losing  Party as well as all  costs  and  expenses  of
arbitration  including but not  specifically  limited to JAMS' fees,  attorneys'
fees of parties who are not the Losing  Party and costs,  plus  attorneys'  fees
incurred  to  enforce  any  award  or  opinion   entered  in  any  court  having
jurisdiction  thereof.  If more than one party  constitutes the Losing Party, as
determined  by the  arbitrator,  all such parties shall be jointly and severally
liable for all costs and expenses of mediation and/or arbitration.

Full  Assessment as Incentive for Resolution by Mediation.  For purposes of this
Section,  the phrase "costs and expenses"  shall  include,  in addition to those
items enumerated above, discovery costs, air and ground transportation, lodging,
meals,  and related  items  advanced or  incurred  by  necessary  parties to the
arbitration  and  by  witnesses,   investigators,   accountants,  and  attorneys
participating  in the who reside outside  Northern  California.  For purposes of
this Section,  the term "attorney's fees" shall mean the full and actual cost of
any legal services  actually  performed in connection  with the matter for which
such fees are sought,  calculated  on the basis of the usual fees charged by the
attorneys  performing  such  services,  and such fees  shall not be  limited  to
"reasonable  attorney's  fees"  as that  term may be  defined  by  statutory  or
decisional authority.  Judgment on such award may be entered in any court having
jurisdiction  over the subject matter of the controversy and shall thereafter be
deemed  an  enforceable  judgment.
<PAGE>

Enforceability.  This Agreement will be enforceable, the arbitration order/award
will be final,  and  judgment  thereon may be entered in any court of  competent
jurisdiction.  Any  complaint,  adversarial  claim,  or action  related  to this
Agreement  prosecuted in any jurisdiction or forum other than as provided herein
shall be null and void.

Survivability.  This provision  shall survive the termination of this Agreement.
This  agreement  to  arbitrate  shall be  specifically  enforceable,  each Party
waiving rights to jury trial and appeal in the interests of maximizing  economy,
privacy, and swift resolution while minimizing expense, hostilities, and delay.

--------     --------
Employer     Employee

21. Notices.  All notices and other  communications  required or permitted to be
given  hereunder shall be in writing and shall be deemed to have been duly given
if delivered personally,  mailed by certified mail (return receipt requested) or
sent by overnight delivery service,  cable, telegram,  facsimile transmission or
telex to the parties at the  following  addresses or at such other  addresses as
shall be specified by the parties by like notice:

(a)      If to Employer:   Prime Companies, Inc.
                           409 Center Street
                           Yuba City, CA 95991
                                      (530) 755-3580
                           Facsimile: (530) 671-3215
                           e-mail: adminpri@primecompanies.com

(b)      If to Executive:  _________________


(c)      and in all cases to:
                           Mr. Irving Pfeffer, Esq.
                           155 Montgomery Street, Suite 609
                           San Francisco, CA  94104
                                      (415) 296-7272
                           Facsimile: (415) 296-8780
                           e-mail: pfefferlaw@aol.com

or to such other  respective  addresses as the Parties hereto shall designate to
the other by like notice,  provided  that notice of a change of address shall be
effective  only upon  receipt  thereof.  Notice so given  shall,  in the case of
notice  so given by mail,  be  deemed to be given  and  received  on the  fourth
calendar day after posting, in the case of notice so given by overnight delivery
service,  on the date of actual  delivery and, in the case of notice so given by
cable,  telegram,  facsimile  transmission,  telex, or personal delivery, on the
date of actual  transmission or, as the case may be, personal delivery,  in each
case followed by posting with the U. S. Postal  Service by certified  mail.  The
Parties  further  consent and agree that notice  given  pursuant to this section
shall be effective in securing personal jurisdiction for dispute resolution with
JAMS.

22. Further  Actions.  Whether or not  specifically  required under the terms of
this  Agreement,  each Party hereto shall execute and deliver such documents and
take such  further  actions  as shall be  necessary  in order for such  party to
perform all of his or its  obligations  specified  herein or reasonably  implied
from the terms hereof.

Waiver of  Breach.  Any  waiver of any  breach  of this  Agreement  shall not be
construed to be a continuing  waiver or consent to any subsequent  breach on the
part either of the Executive or Company.

Governing Law. This  agreement  shall be governed by and construed in accordance
with the internal law, and not the law of conflicts, of the State of California.


25. Assignment.  This Agreement is personal to Executive and may not be assigned
in any way by Executive  without the prior written consent of the Company.  This
Agreement shall not be assignable or delegable by the Company,  other than to an
affiliate of the  Company,  except if there is a Change of Control as defined in
Section 16, the Company may assign its rights and  obligations  hereunder to the
person, corporation, partnership or other entity that has gained such control.

26.  Interpretation.  Neither this  Agreement nor any  amendment  hereto nor any
uncertainty  or ambiguity  herein  shall be  construed  or resolved  against the
Company or Employee, whether under any rule of construction or otherwise. On the
contrary,  this Agreement and any amendment has been reviewed by all parties and
shall be construed  and  interpreted  according  to the ordinary  meaning of the
words used so as to fairly accomplish the purposes and intentions of the parties
hereto.  The normal rule of  construction to the effect that any ambiguities are
to be resolved  against the drafting party shall not be used in the construction
or the interpretation of this Agreement or any amendments hereto.

27. Entire  Agreement & Modification:  This Agreement  merges and supersedes all
prior agreements,  negotiations,  warranties,  and representations by or between
the Parties on the subjects addressed herein,  whether oral,  written,  or both,
and  constitutes the entire  understanding  with respect to this subject matter.
Any  inconsistencies  or  ambiguities  shall not be  interpreted  for or against
either Party.  This Agreement may be modified only with a writing signed by both
Parties and  approved by the Board,  may be signed in  counterparts,  and may be
deemed an original including signature pages even in facsimile copy. No promise,
warranty,  representation,  or amendment  shall be binding unless in writing and
signed by the Party to be charged.
<PAGE>

28.  Good  Faith.  The Parties  intend and agree that their  respective  rights,
duties,  powers,  liabilities,  obligations,  and  discretionary  acts  shall be
performed,  carried out, discharged,  and exercised reasonably in good faith and
in fair  dealing  with  the  other  Party,  shareholders,  directors,  officers,
employees, customers, and suppliers of the Company.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement.
PRIME COMPANIES, INC.

By: ________________                        By: _________________________
Name: Norbert J. Lima                           Name: Joseph Gebhardt
Title: Chief Executive Officer                  Title: Head of Acquisitions








EXECUTIVE:                                      APPROVED BY THE BOARD:
By:__ ___________          By:____           By:__ ___________         By:____



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EXHIBIT A - CONFIDENTIAL/PROPRIETARY INFORMATION

         Generally,   the  Company's   confidential  and  propriety  information
includes all  property,  tangible and  intangible,  regardless  of how stored in
writing, magnetically encoded,  photographic,  laser imprinted, or computerized,
etc. Upon termination of employment,  Executive shall be entitled only to remove
his   personal   belongings.   More   specifically   but   without   limitation,
Confidential/Proprietary Information includes the following:

All Company  trade secrets and all business  plans  including  strategic  plans,
product plans,  marketing  plans,  financial plans,  operating  plans,  resource
plans,  all  research  and  development  plans  including  all  records,   data,
illustrations,  computer  files,  and any  other  documentation  produced  by or
related to such  efforts;

All Company business records including customer,  supplier,  and personnel lists
and information,  all internally prepared documents, all sales, accounting,  and
business activity records and files;

All documents, software, records, files, internal policies, procedures, methods,
and approaches which have been developed or adopted by to Prime Companies,  Inc.
and are not public.

Any  information  relating to the marketing,  pricing,  contracts,  discounting,
employment,   job   responsibility,   performance,   salaries,   and   personnel
compensation of any other employee with the Company.

Any  information,  knowledge,  or data that Executive  receives in confidence or
acquires  from the  Company  or its staff or  customers  or that  Executive  may
develop  during the course of his  employment and which relates to or is a trade
secret of the company or its  customers  as  contained  in  formulas,  patterns,
toolings,  devices,  processes,  methods, machines,  compositions,  discoveries,
inventions,  designs,  compilations  of  information,  records,  specifications,
customer/employee/supplier lists, or otherwise.