AGREEMENT AND PLAN OF TENDER OFFER
                                  BY AND AMONG
                             PARA MAS INTERNET, INC.
                              A NEVADA CORPORATION

                                       AND

                                AMERIGROUP, INC.
                              A NEVADA CORPORATION
                          Effective as of July 8, 2003


<PAGE>

                       AGREEMENT AND PLAN OF TENDER OFFER

     THIS  AGREEMENT  AND  PLAN  OF  TENDER OFFER (this "Agreement") is made and
entered into this 8th day of July, 2003, by and among Para Mas Internet, Inc., a
Nevada  corporation  ("PMI"),  and  AmeriGroup,  Inc.,  a  Nevada  corporation,
("AmeriGroup").
                                    PREMISES
A.     This  Agreement  provides for the Tender Offer by PMI of 100% of the
issued  and  outstanding  capital  stock  of  AmeriGroup.

B.     The  board of directors of AmeriGroup with respect to AmeriGroup, and the
board  or  directors of PMI with respect to PMI, have determined, subject to the
terms  and  conditions  set  forth  in  this  Agreement,  that  the tender offer
contemplated  hereby  is desirable and in the best interests of the stockholders
of  AmeriGroup and PMI.  This Agreement is being entered into for the purpose of
setting  forth  the  terms  and  conditions  of  the  proposed  tender  offer.

                                   AGREEMENT

     NOW,  THEREFORE, on the stated premises and for and in consideration of the
mutual covenants and agreements hereinafter set forth and the mutual benefits to
the  parties  to  be  derived  herefrom,  it  is  hereby  agreed  as  follows:

                                   ARTICLE I
            REPRESENTATIONS, COVENANTS AND WARRANTIES OF AMERIGROUP

     As  an  inducement  to  and  to  obtain  the  reliance  of  PMI, AmeriGroup
represents  and  warrants  as  follows:

SECTION  1.1     ORGANIZATION.  AmeriGroup is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Nevada and
has  the  corporate  power  and  is  duly  authorized, qualified, franchised and
licensed under all applicable laws, regulations, ordinances and orders of public
authorities to own all of its properties and assets and to carry on its business
in  all  material respects as it is now being conducted, including qualification
to  do  business  as  a  foreign  corporation  in  the jurisdiction in which the
character  and  location of the assets owned by it or the nature of the business
transacted  by it requires qualification.  Included in Schedule 1.1 are complete
and  correct  copies  of  the  articles  of incorporation, bylaws and amendments
thereto  of  AmeriGroup  as  in  effect  on  the  date hereof. The execution and
delivery  of  this  Agreement  do  not  and the consummation of the transactions
contemplated  by  this  Agreement  in  accordance with the terms hereof will not
violate  any  provision  of  AmeriGroup's  articles  of incorporation or bylaws.
AmeriGroup  has  full  power, authority and legal right and has taken all action
required  by  law,  its  articles  of  incorporation, its bylaws or otherwise to
authorize  the  execution  and  delivery  of  this  Agreement.

SECTION 1.2     CAPITALIZATION.  All issued and outstanding shares of AmeriGroup
are legally issued, fully paid and nonassessable and are not issued in violation
of  the  preemptive  or  other  rights  of  any person.  AmeriGroup has no other
securities,  warrants  or options issued other than as set forth in the Schedule
1.2.

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<PAGE>

SECTION  1.3     SUBSIDIARIES.  AmeriGroup  does not have any subsidiaries other
than  MobileScan,  Inc.,  a  Nevada  corporation.

SECTION  1.4     FINANCIAL STATEMENTS.  Included in Schedule 1.4 is AmeriGroup's
financial  statements.  Relevant  thereto:


(a)     the  AmeriGroup  balance  sheet  presents fairly as of its date the
financial  condition  of AmeriGroup and AmeriGroup does not have, as of the date
of  such  balance sheet, except as noted and to the extent reflected or reserved
against  therein,  any liabilities or obligations (absolute or contingent) which
should  be  reflected  in  a balance sheet or the notes thereto and all material
assets  reflected  therein are properly reported and present fairly the value of
the  assets  of  AmeriGroup,  in  accordance  with generally accepted accounting
principles;


(b)     AmeriGroup  has  no  material liabilities with respect to the payment of
any  provincial,  federal,  state,  county,  local or other taxes (including any
deficiencies,  interest  or penalties), except for taxes accrued but not yet due
and  payable;


(c)     AmeriGroup  has  filed  or  is preparing to file all, state, federal and
local  income  tax returns required to be filed by it from inception to the date
hereof,  if  any;


(d)     the  books  and  records, financial and others, of AmeriGroup are in all
material  respects  complete  and correct and have been maintained in accordance
with  good  business  accounting  practices;  and


(e)     except  as  and  to  the  extent disclosed in the most recent AmeriGroup
balance  sheet  and schedules, AmeriGroup has no material liabilities contingent
or  otherwise,  whether  direct  or  indirect,  matured  or  unmatured.


SECTION  1.5     INFORMATION.  The  information  concerning  AmeriGroup set
forth in this Agreement and in the AmeriGroup Schedules is complete and accurate
in all material respects and does not contain any untrue statement of a material
fact  or  omit to state a material fact required to make the statements made, in
light  of  the  circumstances  under  which  they  were  made,  not  misleading.


SECTION 1.6     LIST OF SHAREHOLDERS.  Attached hereto as Schedule 1.6 is a list
of  shareholders  who  in  the  aggregate own 100% of the issued and outstanding
capital  shares  of  AmeriGroup.


SECTION  1.7     ABSENCE  OF  CERTAIN CHANGES OR EVENTS.  Except as set forth in
this  Agreement,  the  AmeriGroup  Schedules,  or as otherwise disclosed to PMI:


(a)     there  has  not  been:  (i)  any  material  adverse  change  in the
business, operations, properties, assets or condition of AmeriGroup; or (ii) any
damage,  destruction or loss to AmeriGroup (whether or not covered by insurance)
materially  and adversely affecting the business, operations, properties, assets
or  condition  of  AmeriGroup;

                                   2

<PAGE>


(b)     AmeriGroup  has  not:  (i)  amended  its  articles  of  incorporation or
bylaws;  (ii)  declared  or  made,  or agreed to declare or make, any payment of
dividends  or distributions of any assets of any kind whatsoever to stockholders
or  purchased  or  redeemed  or  agreed to purchase or redeem any of its capital
stock; (iii) waived any rights of value which in the aggregate are extraordinary
or  material  considering  the  business  of  AmeriGroup; (iv) made any material
change  in  its  method of management, operation or accounting; (v) entered into
any  other  material  transaction;  (vi)  made any accrual or arrangement for or
payment  of  bonuses  or  special  compensation  of any kind or any severance or
termination  pay  to  any present or former officer or employee; (vii) increased
the  rate  of  compensation  payable  or  to  become payable by it to any of its
officers or directors or any of its employees whose monthly compensation exceeds
$5,000;  or  (viii)  made  any  increase  in any profit sharing, bonus, deferred
compensation,  insurance,  pension,  retirement  or other employee benefit plan,
payment  or  arrangement  made  to,  for,  or  with  its  officers, directors or
employees;


(c)     AmeriGroup  has  not:  (i)  granted  or  agreed  to  grant  any options,
warrants  or  other  rights  for its stocks, bonds or other corporate securities
calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or
incurred or become subject to, any material obligation or liability (absolute or
contingent)  except  liabilities  incurred  in  the ordinary course of business;
(iii)  paid  any material obligation or liability (absolute or contingent) other
than  current  liabilities  reflected  in or shown on the most recent AmeriGroup
balance  sheet  and current liabilities incurred since that date in the ordinary
course of business; (iv) sold or transferred, or agreed to sell or transfer, any
of  its  assets,  properties  or rights (except assets, properties or rights not
used or useful in its business which, in the aggregate have a value of less than
$5,000);  (v)  made  or  permitted any amendment or termination of any contract,
agreement  or license to which it is a party if such amendment or termination is
material,  considering  the business of AmeriGroup; or (vi) issued, delivered or
agreed  to  issue  or  deliver  any  stock, bonds or other corporate securities,
including  debentures  (whether  authorized  and  unissued  or  held as treasury
stock);  and


(d)     to  the  best  knowledge of AmeriGroup, it has not become subject to any
law  or  regulation which materially and adversely affects, or in the future may
adversely  affect,  the business, operations, properties, assets or condition of
AmeriGroup.


SECTION  1.8     TITLE  AND  RELATED  MATTERS.  AmeriGroup  has  good  and
marketable  title  to  and  is  the  sole  and  exclusive  owner  of  all of its
properties,  inventory,  interests  in  properties and assets, real and personal
(collectively,  the  "Assets")  which  are  reflected in the AmeriGroup  balance
sheet  or  acquired  after that date (except properties, interests in properties
and  assets sold or otherwise disposed of since such date in the ordinary course
of  business),  free  and  clear  of all liens, pledges, charges or encumbrances
except:  (a)  statutory  liens  or  claims  not  yet  delinquent;  and  (b) such
imperfections  of title and easements as do not and will not, materially detract
from  or  interfere  with  the present or proposed use of the properties subject
thereto  or  affected  thereby  or  otherwise materially impair present business
operations on such properties.  Except as set forth in the AmeriGroup Schedules,
AmeriGroup  owns  free  and  clear  of  any liens, claims, encumbrances, royalty
interests  or other restrictions or limitations of any nature whatsoever any and
all  procedures,  techniques,  marketing  plans,  business  plans,  methods  of
management  or  other

                                    3

<PAGE>

information  utilized  in  connection  with  AmeriGroup's
business.  No  third party has any right to, and AmeriGroup has not received any
notice  of  infringement  of  or  conflict  with  asserted rights of others with
respect  to  any product, technology, data, trade secrets, know-how, proprietary
techniques,  trademarks,  service marks, trade names or copyrights which, singly
or  in  the  aggregate,  if  the  subject  of an unfavorable decision, ruling or
finding,  would  have  a  materially adverse effect on the business, operations,
financial  conditions  or  income  of  AmeriGroup or any material portion of its
properties,  assets  or  rights.


SECTION 1.9     LITIGATION AND PROCEEDINGS.  Other than possible complaints made
to  state  and/or other regulatory authorities by Shanon Chilson, to the best of
AmeriGroup's  knowledge  and belief, there are no actions, suits, proceedings or
investigations  pending  or  threatened  by  or against AmeriGroup  or affecting
AmeriGroup  or  its  properties,  at law or in equity, before any court or other
governmental  agency  or  instrumentality,  domestic  or  foreign  or before any
arbitrator  of  any  kind  that  would  have  a  material  adverse effect on the
business,  operations,  financial condition or income of AmeriGroup.  AmeriGroup
does  not  have  any  knowledge  of  any default on its part with respect to any
judgment,  order,  writ,  injunction,  decree,  award, rule or regulation of any
court,  arbitrator  or  governmental  agency  or  instrumentality  or  of  any
circumstances  which,  after  reasonable  investigation,  would  result  in  the
discovery  of  such  a  default.


SECTION  1.10     CONTRACTS.


(a)     Except  as  included  in  Schedule  1.10,  there  are  no  material
contracts,  agreements,  franchises,  license agreements or other commitments to
which  AmeriGroup  is  a  party  or  by which it or any of its assets, products,
technology  or  properties  are  bound;


(b)     except as included or described in the AmeriGroup Schedules or reflected
in  the  most  recent AmeriGroup balance sheet, AmeriGroup is not a party to any
oral  or  written:  (i)  contract  for the employment of any officer or employee
which is not terminable on thirty (30) days or less notice; (ii) profit sharing,
bonus,  deferred  compensation,  stock option, severance pay, pension benefit or
retirement  plan,  agreement  or arrangement covered by Title IV of the Employee
Retirement  Income  Security  Act,  as  amended;  (iii)  agreement,  contract or
indenture  relating  to the borrowing of money; (iv) guaranty of any obligation,
other  than  one  on  which  AmeriGroup is a primary obligor, for collection and
other guaranties of obligations, which, in the aggregate do not exceed more than
one  year  or  providing  for payments in excess of $5,000 in the aggregate; (v)
consulting  or  other  similar contracts with an unexpired term of more than one
year  or  providing  for  payments  in  excess  of $5,000 in the aggregate; (vi)
collective  bargaining  agreements;  (vii)  agreement with any present or former
officer  or  director  of  AmeriGroup;  or  (viii)  contract, agreement or other
commitment  involving  payments  by it of more than $5,000 in the aggregate; and


(c)     to  AmeriGroup's  knowledge,  all  contracts,  agreements,  franchises,
license  agreements  and  other commitments to which AmeriGroup is a party or by
which  its  properties  are  bound  and  which are material to the operations of
AmeriGroup  taken  as  a  whole,  are valid and enforceable by AmeriGroup in all
respects,  except as limited by

                                   4

<PAGE>

bankruptcy and insolvency laws and by other laws
affecting  the  rights  of  creditors  generally.


SECTION  1.11     MATERIAL  CONTRACT DEFAULTS.  To the best of AmeriGroup's
knowledge and belief, AmeriGroup is not in default in any material respect under
the  terms  of  any  outstanding  contract, agreement, lease or other commitment
which  is  material to the business, operations, properties, assets or condition
of  AmeriGroup,  and  there is no event of default in any material respect under
any  such  contract,  agreement,  lease  or other commitment in respect of which
AmeriGroup  has  not  taken  adequate  steps  to  prevent  such  a  default from
occurring.


SECTION  1.12     NO  CONFLICT  WITH  OTHER  INSTRUMENTS.  The execution of this
Agreement  and  the  consummation  of  the  transactions  contemplated  by  this
Agreement  will  not  result  in  the  breach  of  any  term or provision of, or
constitute  an event of default under, any material indenture, mortgage, deed of
trust or other material contract, agreement or instrument to which AmeriGroup is
a  party  or  to  which  any  of  its  properties  or  operations  are  subject.


SECTION  1.13     GOVERNMENTAL  AUTHORIZATIONS.  To  the  best  of  AmeriGroup's
knowledge,  AmeriGroup  has  all  licenses,  franchises,  permits  or  other
governmental authorizations legally required to enable AmeriGroup to conduct its
business  in  all  material respects as conducted on the date hereof. Except for
compliance  with  provincial, federal and state securities and corporation laws,
as  hereinafter  provided,  no  authorization, approval, consent or order of, or
registration,  declaration  or filing with, any court or other governmental body
is  required in connection with the execution and delivery by AmeriGroup of this
Agreement  and  the  consummation by AmeriGroup of the transactions contemplated
hereby.


SECTION  1.14     COMPLIANCE  WITH  LAWS  AND  REGULATIONS.  To  the  best  of
AmeriGroup's   knowledge,  AmeriGroup  has complied with all applicable statutes
and  regulations  of any provincial, federal, state or other governmental entity
or  agency thereof, except to the extent that noncompliance would not materially
and  adversely  affect the business, operations, properties, assets or condition
of  AmeriGroup  or  would  not  result  in  AmeriGroup's  incurring any material
liability.


SECTION 1.15     APPROVAL OF AGREEMENT The board of directors of  AmeriGroup has
authorized  the  execution  and delivery of this Agreement by AmeriGroup and has
approved  the  transactions  contemplated  hereby.


SECTION  1.16     MATERIAL  TRANSACTIONS  OR  AFFILIATIONS.  There  exists  no
material  contract,  agreement  or  arrangement  between  AmeriGroup  or  any
predecessor  and  any  person who was at the time of such contract, agreement or
arrangement  an  officer,  director  or  person  owning  of  record, or known by
AmeriGroup  to  own  beneficially,  ten  percent (10%) or more of the issued and
outstanding common shares of AmeriGroup and which is to be performed in whole or
in  part after the date hereof.  In all of such transactions, the amount paid or
received, whether in cash, in services or in kind, has been during the full term
thereof, and is required to be during the unexpired portion of the term thereof,
no  less  favorable  to AmeriGroup than terms available from otherwise unrelated
parties  in  arms-length  transactions.  There are no commitments by AmeriGroup,
whether  written  or  oral, to lend any funds to, borrow any money from or enter
into  any  other  material  transactions  with,  any  such  affiliated  person.

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<PAGE>


SECTION  1.17     LABOR  RELATIONS.  AmeriGroup  has  never  had a work stoppage
resulting from labor problems.  To the best knowledge of AmeriGroup, no union or
other collective bargaining organization is organizing or attempting to organize
any  employee  of  AmeriGroup.


SECTION  1.20   SHAREHOLDERS.  AmeriGroup  has  a total of approximately 90
shareholders.  AmeriGroup  believes  that  over  80  of  its  shareholders  are
accredited  investors as defined in Rule 501(a) promulgated under the Securities
Act  of  1933.

                                   ARTICLE II
                REPRESENTATIONS, COVENANTS AND WARRANTIES OF PMI
     As  an  inducement  to,  and  to  obtain  the  reliance  of AmeriGroup, PMI
represents  and  warrants  as  follows:


SECTION 2.1     ORGANIZATION.  PMI is a corporation duly organized, validly
existing  and in good standing under the laws of the state of Nevada and has the
corporate power and is duly authorized, qualified, franchised and licensed under
all applicable laws, regulations, ordinances and orders of public authorities to
own  all  of  its  properties  and  assets  and  to carry on its business in all
material  respects as it are now being conducted.  The execution and delivery of
this Agreement does not and the consummation of the transactions contemplated by
this  Agreement  in  accordance  with  the  terms  hereof  will not, violate any
provision  of  PMI's  articles  of  incorporation  or bylaws.  PMI has taken all
action  required  by law, its articles of incorporation, its bylaws or otherwise
to  authorize the execution and delivery of this Agreement.  PMI has full power,
authority and legal right and has taken all action required by law, its articles
of  incorporation,  bylaws  or  otherwise  to consummate the transactions herein
contemplated.


SECTION  2.2     SUBSIDIARIES.  PMI has no subsidiaries other than International
Bible  Games  ("IBG").


SECTION  2.3     FINANCIAL  STATEMENTS.


(a)     Included  in  the  EDGAR  data  base of the Securities and Exchange
Commission  are  the  audited  balance  sheet  of PMI for the fiscal years ended
December  31,  2000  and  1999,  and  the  related  statements of operations and
deficit,  changes  in  stockholders'  equity  and  cash flows for the years then
ended,  and  the unaudited balance sheet and related statement of operations and
deficit,  changes  in  stockholders'  equity  and cash flow for the period ended
March  31,  2001.  PMI believes there has been no adverse material change in its
financial  condition since the dates of those statements other than the issuance
of  approximately  4,000,000  shares  of common stock pursuant a registration on
Form  S-8  and  incurring  approximately  $29,000 in debt to the Apostolic Faith
Church  and  other  investors.


(b)     All  such  financial  statements  have  been prepared in accordance with
generally  accepted  accounting  principles  consistently applied throughout the
periods  involved.  The PMI balance sheets present fairly as of their respective
dates the financial

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<PAGE>

condition of PMI.  PMI did not have as of the date of any of
such PMI balance sheets, any liabilities or obligations (absolute or contingent)
which  should  be  reflected in a balance sheet or the notes thereto prepared in
accordance  with  generally  accepted accounting principles other than as listed
herein,  and  all  assets  reflected  therein  are properly reported and present
fairly  the  value  of  the assets of PMI, in accordance with generally accepted
accounting  principles.  The  statements  of  operations and deficit, changes in
stockholders' equity and cash flow reflect fairly the information required to be
set  forth  therein  by  generally  accepted  accounting  principles.


(c)     The  books and records, financial and others, of PMI are in all material
respects  complete  and correct and have been maintained in accordance with good
business  accounting  practices.


(d)     PMI  has  no  liabilities  with  respect  to the payment of any federal,

state,  county,  local  or  other taxes (including any deficiencies, interest or
penalties).


SECTION  2.4     INFORMATION.  The  information concerning PMI as set forth
in this Agreement is complete and accurate in all material respects and does not
contain any untrue statement of a material fact or omit to state a material fact
required  to make the statements made, in light of the circumstances under which
they  were  made,  not  misleading.


SECTION  2.5     OPTIONS AND WARRANTS.  There are no existing options, warrants,
calls or commitments of any character to which PMI is a party and by which it is
bound.


SECTION  2.6     ABSENCE  OF  CERTAIN  CHANGES  OR  EVENTS.  Except as described
herein:


(a)     PMI  has not:  (i) amended its articles of incorporation or bylaws;
(ii)  waived  any  rights  of  value which in the aggregate are extraordinary or
material  considering the business of PMI; (iii) made any material change in its
method  of  management,  operation  or  accounting;  or (iv) made any accrual or
arrangement for or payment of bonuses or special compensation of any kind or any
severance  or  termination  pay  to  any  present or former officer or employee;


(b)     PMI  has  not:  (i)  granted or agreed to grant any options, warrants or
other rights for its stocks, bonds or other corporate securities calling for the
issuance  thereof; or (ii) borrowed or agreed to borrow any funds or incurred or
become  subject  to,  any  material  obligation  or  liability  (absolute  or
contingent);  and


(c)     to  the  best  knowledge of PMI, it has not become subject to any law or
regulation  which  materially  and  adversely  affects,  or  in  the  future may
adversely  affect,  the business, operations, properties, assets or condition of
PMI.


SECTION  2.7     TITLE  AND RELATED MATTERS.  PMI owns no real, personal or
intangible  property.


SECTION  2.8     LITIGATION  AND  PROCEEDINGS.  There  are  no actions, suits or
proceedings pending or, to the best of PMI's knowledge and belief, threatened by
or  against  or  affecting  PMI,

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<PAGE>

at law or in equity, before any court or other
governmental  agency  or  instrumentality,  domestic  or  foreign, or before any
arbitrator  of  any  kind  that  would  have  a  material  adverse effect on the
business,  operations, financial condition, income or business prospects of PMI.
PMI  does  not have any knowledge of any default on its part with respect to any
judgment,  order,  writ,  injunction,  decree,  award, rule or regulation of any
court,  arbitrator  or  governmental  agency  or  instrumentality.


SECTION  2.9     CONTRACTS.


(a)     there  are  no  material contracts, agreements, franchises, license
agreements,  or  other commitments to which PMI is a party or by which it or any
of  its  properties  are  bound.


(b)     PMI  is not a party to any contract, agreement, commitment or instrument
or subject to any charter or other corporate restriction or any judgment, order,
writ,  injunction, decree or award which materially and adversely affects, or in
the  future may (as far as PMI can now foresee) materially and adversely affect,
the  business,  operations,  properties,  assets  or  conditions  of  PMI;  and


(c)     PMI  is  not  a party to any material oral or written:  (i) contract for
the  employment of any officer or employee; (ii) profit sharing, bonus, deferred
compensation,  stock option, severance pay, pension, benefit or retirement plan,
agreement  or  arrangement covered by Title IV of the Employee Retirement Income
Security Act, as amended; (iii) agreement, contract or indenture relating to the
borrowing  of  money; (iv) guaranty of any obligation for the borrowing of money
or otherwise, excluding endorsements made for collection and other guaranties of
obligations;  (v)  consulting  or  other  similar  contract;  (vi)  collective
bargaining  agreement;  (vii)  agreement  with  any present or former officer or
director  of  PMI;  or (viii) contract, agreement, or other commitment involving
payments  by  it  of  more  than  $1,000  in  the  aggregate.


SECTION 2.10     NO CONFLICT WITH OTHER INSTRUMENTS.  The execution of this
Agreement  and  the  consummation  of  the  transactions  contemplated  by  this
Agreement  will  not  result  in  the  breach  of  any  term or provision of, or
constitute  an event of default under, any material indenture, mortgage, deed of
trust  or  other  material  contract,  agreement or instrument to which PMI is a
party  or  to  which  any  of  its  properties  or  operations  are  subject.


SECTION 2.11     MATERIAL CONTRACT DEFAULTS.  To the best of PMI's knowledge and
belief,  PMI  is  not  in default in any material respect under the terms of any
outstanding  contract, agreement, lease or other commitment which is material to
the  business,  operations, properties, assets or condition of PMI, and there is
no  event of default in any material respect under any such contract, agreement,
lease  or  other commitment in respect of which PMI has not taken adequate steps
to  prevent  such  a  default  from  occurring.


SECTION  2.12     GOVERNMENTAL  AUTHORIZATIONS.  To the best of PMI's knowledge,
PMI  has all licenses, franchises, permits and other governmental authorizations
that are legally required to enable it to conduct its business operations in all
material  respects  as conducted on the date

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<PAGE>

hereof.  Except for compliance with
federal  and  state  securities or corporation laws, no authorization, approval,
consent  or  order of, or registration, declaration or filing with, any court or
other  governmental  body  is  required  in  connection  with  the execution and
delivery  by  PMI  of  the  transactions  contemplated  hereby.


SECTION  2.13     COMPLIANCE  WITH LAWS AND REGULATIONS.  Except with respect to
periodic reports to be filed with the Securities and Exchange Commission, to the
best  of  PMI's  knowledge  and  belief,  PMI  has  complied with all applicable
statutes  and  regulations of any federal, state or other governmental entity or
agency thereof, except to the extent that noncompliance would not materially and
adversely  affect  the  business,  operations,  or condition of PMI or would not
result  in  PMI's  incurring  any  material  liability.


SECTION  2.14     INSURANCE.  PMI  has  no insurable properties and no insurance
policies.


SECTION  2.15     APPROVAL  OF  AGREEMENT  The  board  of  directors of PMI have
authorized the execution and delivery of this Agreement by PMI and have approved
the  transactions  contemplated  hereby.


SECTION  2.16     MATERIAL  TRANSACTIONS  OR AFFILIATIONS.  There is no material
contract,  agreement  or  arrangement  between PMI and any person who was at the
time  of  such contract, agreement or arrangement an officer, director or person
owning of record, or known by PMI to own beneficially, ten percent (10%) or more
of  the  issued and outstanding common stock of PMI and which is to be performed
in  whole  or  in  part  after  the date hereof.  PMI has no commitment, whether
written  or  oral, to lend any funds to, borrow any money from or enter into any
other  material  transactions  with,  any  such  affiliated  person.


SECTION  2.17     LABOR  RELATIONS.  PMI has never had a work stoppage resulting
from  labor  problems.  PMI  has  no  employees  other  than  its  officers  and
directors.


                                   ARTICLE III
                                  TENDER OFFER


SECTION  3.1      TENDER  OFFER.  Upon  the  signing of this Agreement, PMI
will  make  a  tender offer to the shareholders of AmeriGroup to acquire 100% of
the  issued  and outstanding common shares of AmeriGroup in which PMI will issue
one common share of PMI for each common share of AmeriGroup to be acquired.  PMI
will  caused  to  be  prepared  applicable  disclosure  to  be  issued  to  the
shareholders  of  AmeriGroup  in  connection  with  the  tender  offer.


SECTION  3.2     ISSUANCE  OF PMI COMMON SHARES.  Upon receipt of the AmeriGroup
shares from the AmeriGroup shareholders, PMI shall cause to be issued PMI common
shares  to the AmeriGroup shareholders on a basis of one common share of PMI for
each  share  of  AmeriGroup  surrendered.  PMI  will  also  issue  approximately
10,042,105 PMI common shares to IBG shareholders and creditors in exchange for a
release  of  all  claims  against  PMI.  It is the intent and the purpose of the
parties  that  following  the  issuance of the approximate 10,042,105 PMI common
shares  as set forth above, all shareholders of PMI that are not shareholders of
PMI

                                       9

<PAGE>

by  reason of exchanging AmeriGroup shares, shall hold a total of 5% of all
of  the  issued and outstanding shares of PMI.  Additional shares of PMI will be
issued  as  necessary  to  accomplish  this  intent.


SECTION  3.3     DIRECTORS  OF  PMI.   Upon  the  issuance  of  PMI  shares to a
majority  of  the  shareholders  of  AmeriGroup,  PMI  shall  cause the board of
directors to consist of two members which shall be Gary Whiting and Don Carroll.

                                   ARTICLE IV
                                SPECIAL COVENANTS


SECTION  4.1     AVAILABILITY OF RULE 144.  Each of the parties acknowledge
that  the  stock  of  PMI  to  be  issued  pursuant  to  this  Agreement will be
"restricted  securities,"  as  that  term  is defined in Rule 144 as promulgated
pursuant  to  the Securities Act.  PMI will at its earliest convenience register
such  shares  under the Securities Act, or otherwise.  In addition, PMI will use
its  best  efforts  to:  (a)  comply with the public information requirements of
Rule  144  so  as to make available to the shareholders of PMI the provisions of
Rule 144 pursuant to this paragraph; and (b) within ten (10) days of any written
request  of any stockholder of PMI, PMI will provide to such stockholder written
confirmation of compliance with this paragraph.  The stockholders of PMI holding
restricted  securities  of  PMI  as  of  the  date  of  this Agreement and their
respective  heirs,  administrators,  personal  representatives,  successors  and
assigns,  are  intended  third  party  beneficiaries of the provisions set forth
herein.  The  covenants  set  forth  in  this  Section  4.1  shall  survive  the
consummation  of  the  transactions  herein  contemplated.


SECTION  4.2     INFORMATION FOR PMI PUBLIC REPORTS. AmeriGroup will furnish PMI
with  all  information  concerning  AmeriGroup  and the AmeriGroup Stockholders,
including  all  financial statements, required for inclusion in any registration
statement  or  public  report  intended  to  be  filed  by  PMI  pursuant to the
Securities  Act, the Exchange Act, or any other applicable federal or state law.
AmeriGroup  covenants  that  all  information  so  furnished  for  either  such
registration  statement  or other public release by PMI, including its financial
statements,  shall be true and correct in all material respects without omission
of  any  material  fact  required to make the information stated not misleading.


SECTION  4.3     SPECIAL  COVENANTS AND REPRESENTATIONS REGARDING THE PMI COMMON
SHARES  TO  BE  ISSUED IN THE TENDER OFFER.  The consummation of this Agreement,
including  the  issuance  of  the  PMI  common  shares  to  the  stockholders of
AmeriGroup  as  contemplated in the tender offer, constitutes the offer and sale
of  securities  under  the  Securities Act, and applicable state statutes.  Such
transaction shall be consummated in reliance on exemptions from the registration
and  prospectus  delivery requirements of such statutes including Rule 506 under
the Securities Act, which depend, inter alia, upon the circumstances under which
the AmeriGroup stockholders acquire such securities. In connection with reliance
upon  exemptions  from the registration and prospectus delivery requirements for
such transactions, the parties agree that requisite copies of Form D in the form
attached  hereto  as  Exhibit  B  will be filed with the Securities and Exchange
Commission  and  with each state in which any AmeriGroup shareholder is resident
together  with  requisite  state  filing fees, if any, to qualify for applicable
state

                                       10

<PAGE>

exemptions  for  federal  covered  securities.  All filings shall be made
within  15  days  of  the  share  exchange.
SECTION 4.4     DISTRIBUTION OF BIBLE GAME.  PMI will release any and all rights
to  the  Bible Game and any inventory and in exchange, IBG will satisfy all debt
owed  to  DTG  shareholders and the Apostolic Faith Church and hold PMI harmless
from  the  same.

                                    ARTICLE V
                                  MISCELLANEOUS


SECTION  5.1     BROKERS  AND FINDERS.  The parties each agree to indemnify
the other against any claim by any third person for any commission, brokerage or
finder's fee or other payment with respect to this Agreement or the transactions
contemplated  hereby based on any alleged agreement or understanding between the
indemnifying  party  and  such third person, whether express or implied from the
actions  of  the  indemnifying  party.


SECTION  5.2     LAW.  This  Agreement  shall  be  construed  and interpreted in
accordance  with  the  laws  of  the  State  of  Nevada.


SECTION  5.3     NOTICES.  Any  notices  or  other  communications  required  or
permitted hereunder shall be sufficiently given if personally delivered to it or
sent  by  registered  mail  or  certified  mail,  postage prepaid, or by prepaid
telegram  addressed  as  follows:


If  to  AmeriGroup:                       1337  S.  Gilbert  Road,  Suite  104
                                          Mesa,  Arizona  85204

If  to  PMI:                              711  Poplar  St.
                                          Coquitlane,  BC  V3J  3K9

or  such  other  addresses  as shall be furnished in writing by any party in the
manner  for giving notices hereunder, and any such notice or communication shall
be  deemed  to  have  been  given  as  of  the  date  so  delivered,  mailed, or
telegraphed.


SECTION  5.4     ATTORNEYS'  FEES.  In  the event that any party institutes
any  action  or  suit  to  enforce  this  Agreement or to secure relief from any
default  hereunder  or  breach  hereof,  the  breaching  party  or parties shall
reimburse the non-breaching party or parties for all costs, including reasonable
attorneys' fees, incurred in connection therewith and in enforcing or collecting
any  judgment  rendered  therein.


SECTION  5.5     SCHEDULES;  KNOWLEDGE.  Each  party  is  presumed  to have full
knowledge  of all information set forth in the other party's Schedules delivered
pursuant  to  this  Agreement.

                                    11

<PAGE>


SECTION  5.6     THIRD  PARTY  BENEFICIARIES.  This  contract  is  solely  among
AmeriGroup  and  PMI and, except as specifically provided, no director, officer,
stockholder,  employee,  agent,  independent  contractor  or any other person or
entity  shall  be  deemed  to  be  a  third party beneficiary of this Agreement.


SECTION  5.7     ENTIRE AGREEMENT This Agreement represents the entire agreement
between the parties relating to the subject matter hereof.  This Agreement alone
fully  and  completely  expresses  the  agreement of the parties relating to the
subject  matter  hereof.  There are no other courses of dealing, understandings,
agreements,  representations or warranties, written or oral, except as set forth
herein.  This  Agreement  may  not  be  amended or modified, except by a written
agreement  signed  by  all  parties  hereto.


SECTION 5.8     SURVIVAL; TERMINATION.  Except as otherwise provided herein, the
representations,  warranties  and  covenants  of  the  respective  parties shall
survive  the  consummation  of  the  transactions  herein  contemplated.


SECTION  5.9     COUNTERPARTS  FACSIMILE  EXECUTION.  For  purposes  of  this
Agreement,  a  document  (or  signature  page thereto) signed and transmitted by
facsimile  machine  or telecopier is to be treated as an original document.  The
signature  of  any party thereon, for purposes hereof, is to be considered as an
original signature, and the document transmitted is to be considered to have the
same  binding  effect  as an original signature on an original document.  At the
request  of  any party, a facsimile or telecopy document is to be re-executed in
original  form  by  the parties who executed the facsimile or telecopy document.
No  party  may  raise  the use of a facsimile machine or telecopier machine as a
defense  to  the enforcement of the Agreement or any amendment or other document
executed  in  compliance  with  this  Section.


SECTION  5.10     AMENDMENT  OR  WAIVER.  Every right and remedy provided herein
shall be cumulative with every other right and remedy, whether conferred herein,
at  law,  or in equity, and may be enforced concurrently herewith, and no waiver
by  any  party  of  the  performance  of  any  obligation  by the other shall be
construed  as  a  waiver  of the same or any other default then, theretofore, or
thereafter  occurring  or  existing.  This Agreement may be amended by a writing
signed by all parties hereto, with respect to any of the terms contained herein,
and  any  term  or  condition  of  this  Agreement may be waived or the time for
performance  hereof  may be extended by a writing signed by the party or parties
for  whose  benefit  the  provision  is  intended.


SECTION  5.11     INCORPORATION  OF  RECITALS.  All  of  the recitals hereof are
incorporated by this reference and are made a part hereof as though set forth at
length  herein.


SECTION 5.12     EXPENSES.  Each party herein shall bear all of their respective
costs and expenses incurred in connection with the negotiation of this Agreement
and  in  the  consummation  of  the  transactions  provided  for  herein and the
preparation  therefore.


SECTION 5.13     HEADINGS; CONTEXT.  The headings of the sections and paragraphs
contained  in  this  Agreement  are for convenience of reference only and do not
form  a  part  hereof and in no way modify, interpret or construe the meaning of
this  Agreement.

                                   12

<PAGE>



SECTION  5.14     BENEFIT.  This Agreement shall be binding upon and shall inure
only  to  the  benefit  of  the  parties  hereto,  and  their  permitted assigns
hereunder.  This  Agreement shall not be assigned by any party without the prior
written  consent  of  the  other  party.


SECTION  5.15     PUBLIC  ANNOUNCEMENTS.  Except  as  may  be  required  by law,
neither  party  shall make any public announcement or filing with respect to the
transactions  provided  for  herein without the prior consent of the other party
hereto.



SECTION  5.16     SEVERABILITY.  In  the  event that any particular provision or
provisions  of this Agreement or the other agreements contained herein shall for
any  reason  hereafter be determined to be unenforceable, or in violation of any
law,  governmental order or regulation, such unenforceability or violation shall
not  affect the remaining provisions of such agreements, which shall continue in
full  force  and  effect  and  be  binding  upon  the respective parties hereto.



SECTION  5.17     NO  STRICT CONSTRUCTION.  The language of this Agreement shall
be  construed  as a whole, according to its fair meaning and intendment, and not
strictly  for  or  against either party hereto, regardless of who drafted or was
principally responsible for drafting the Agreement or terms or conditions hereof



SECTION  5.18     EXECUTION KNOWING AND VOLUNTARY.  In executing this Agreement,
the  parties  severally  acknowledge and represent that each:  (a) has fully and
carefully  read  and  considered  this  Agreement;  (b)  has been or has had the
opportunity  to  be  fully  apprised  by  its  attorneys of the legal effect and
meaning  of  this  document  and  all  terms  and  conditions hereof; and (c) is
executing  this  Agreement  voluntarily,  free  from  any influence, coercion or
duress  of  any  kind.



SECTION  5.19     SHAREHOLDER MEETING.  In addition to the obligations contained
herein,  as soon as practicable after the signing of this Agreement, all parties
to  this  Agreement shall cooperate to see that a meeting of the shareholders of
PMI  be held at which the PMI shareholders shall adopt and approve amendments to
the  PMI  Articles  of Incorporation changing the name of PMI to "Para Mas Mall,
Inc."  (or  such  other name as may be available and acceptable to management of
AmeriGroup)  and  increase  the  authorized capital of PMI to 350,000,000 common
shares.

SECTION  5.20  LOCK-UP  AGREEMENTS.  PMI  shares  issued  pursuant  to this
Agreement  may  be  subject  to  lock-up agreements as reasonably recommended by
market makers as necessary to create a market in the PMI common shares after the
tender  offer.  However,  absent  the  shareholders consent, a lock up agreement
will  not  restrict  the  immediate  transfer of more than 75% of a shareholders
stock  and  will free up 10% of the remaining stock each month thereafter or 25%
of  the  remaining  stock  each  quarter  thereafter,  whichever  is  less.

                                      13
<PAGE>



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by  their  respective officers, hereunto duly authorized, and entered into as of
the  date  first  above  written.

AmeriGroup,  Inc.,  a  Nevada  corporation

By:  /s/ Gary Whiting
     -------------------------------------
     Gary Whiting
     Its:  CEO

Para  Mas  Internet,  Inc.,  a  Nevada  corporation

By:  /s/ Don McFadyen
     -------------------------------------
     Don  McFadyen
     Its:  CEO