AGREEMENT BY AND AMONG PIRANHA, INC., XIAOLIN WU, HOWARD WU,
                      LINLIN ZHAO AND COMSIGHT IMAGING INC.

     THIS  AGREEMENT is made and entered  into as of the 26th day of  September,
2000, by and among Piranha, Inc., a Delaware corporation ("Buyer"),  Xiaolin Wu,
Howard Wu and Linlin Zhao  ("Sellers")  and Comsight  Imaging  Inc.,  an Ontario
corporation ("Comsight").

     In consideration of the mutual covenants,  representations,  warranties and
agreements  set forth herein,  and  intending to be legally  bound  hereby,  the
parties   hereby   agree  as   follows:

        1.   PURCHASE   AND  SALE  OF   STOCK.

       (a) Subject to the  representations,  warranties,  agreements,  terms and
conditions hereinafter set forth, Sellers hereby agree to sell, transfer, assign
and deliver to Buyer and Buyer  agrees to purchase  from  Sellers on the Closing
Date (as  hereinafter  defined)  all of the  issued  and  outstanding  shares of
capital stock of Comsight (the "Shares").

       (b) The purchase price for the Shares shall be (i) U.S.  $282,207and (ii)
47,733 shares of Buyer Common Stock,  par value $.001 per share.

       (c) Unless otherwise agreed,  the closing of the sale of the Shares shall
take place at the offices of Buyer on September 26, 2000  immediately  following
the execution of this Agreement ("Closing Date").

       (d) As used  herein,  the  term  "Intellectual  Property"  means  (i) all
registered  copyrights,  copyright  registrations  and  copyright  applications,
trademark  registrations and applications for  registration,  patents and patent
applications,  trademarks,  service marks,  trade names and internet domain that
are used by a person or entity in its, his or her  business,  (ii) all licenses,
assignments and releases of  intellectual  property rights of others in material
works  embodied  in its,  his or her own  works,  (iii)  all  rights,  licenses,
databases,  computer  programs  and other  computer  software  user  interfaces,
know-how, trade secrets,  customer lists, proprietary technology,  processes and
formulae, source code, object code, algorithms, architecture, structure, display
screens,  layouts,  development  tools,  instructions,  templates  and marketing
materials  created  by it,  him or her or on its,  his or her  behalf  and  (iv)
inventions,  trade dress, logos and designs created by it, him or her or on its,
his or her behalf.

         Without limiting the generality of the foregoing, Intellectual Property
includes  all  right,  title,  interest  and  ownership  in,  arising  out of or
associated  with: (v) all United States,  international  and foreign patents and
applications  therefor  and  all  reissues,  divisions,   renewals,  extensions,
provisionals,   continuations  and   continuations-in-part   thereof;  (vi)  all
inventions  (whether or not patentable),  invention  disclosures,  improvements,
trade secrets, proprietary information, know how, computer software programs (in
both source code and object code form), technology,  technical data and customer
lists,  tangible or intangible  proprietary  information,  and all documentation
relating to any of the foregoing; (vii) all copyrights, copyrights registrations
and applications therefor, and all other rights corresponding thereto throughout

<PAGE>

the world;  (viii) all industrial designs and any registrations and applications
therefor throughout the world; (ix) all trade names, trademarks,  service marks,
logos, and all applications therefor throughout the world; (x) all databases and
data collections and all rights therein throughout the world; (xi) all moral and
economic rights of authors and inventors,  however  denominated,  throughout the
world; and (xii) all licenses, privileges, authorities or rights which have been
granted  to the holder of  Intellectual  Property  from any joint  developments,
partnerships,  joint ventures,  cooperative relationships,  academic projects or
other  processes  to which such  holder  may or may not have full and  exclusive
rights, title, interest and/or ownership.

       2. DELIVERIES. (a)  At or prior  to  the closing  on the Closing Date the
following deliveries shall be made.

      (A) Sellers shall deliver to Buyer

                  (i) stock  certificates in the name of the Sellers  evidencing
                  the Shares together with blank stock powers executed by Seller
                  with signatures guaranteed by either a bank or a member of the
                  New York Stock Exchange.

                  (ii) all corporate minute books, contracts,  and other records
                  of   Comsight  of   whatsoever   nature,   including   without
                  limitation,  evidence of all Intellectual  Property of Xiaolin
                  Wu and Comsight.

                  (iii) a listing of all Intellectual Property of Xiaolin Wu and
                  Comsight  together with,  where  appropriate,  serial numbers,
                  countries   of   registry   and   similar   such   identifying
                  information, reflecting, inter alia, all sciences that Xiaolin
                  Wu and/or Comsight have developed or are developing.

                  (iv)  written   resignations  of  all  current   officers  and
                  directors of Comsight dated as of the Closing Date.

                  (v) a copy of the Articles of Incorporation and Certificate of
                  Incorporation of Comsight as in effect on the Closing Date.

                  (vi) a copy of the By-laws of Comsight,  as amended, certified
                  by the President of Comsight.

                  (vii) documents in form  satisfactory to Buyer and its counsel
                  confirming  that  Seller  has  sold,  transferred,   licensed,
                  assigned  or  delivered  to  Seller  his  full  right,  title,
                  interest and ownership to his Intellectual Property.

                  (viii) documents in form satisfactory to Buyer and its counsel
                  which shall upon filing with appropriate governmental agencies
                  (whether U.S. or foreign) be  sufficient to perfect,  evidence
                  and  otherwise  secure that Xiaolin Wu has sold,  transferred,
                  licensed, assigned or delivered to Comsight full right, title,
                  interest and ownership to his Intellectual Property.

                                       2
<PAGE>

                  (ix) the form  of Non-Disclosure Agreement  attached hereto as
                  Exhibit A.

                  (x) Comsight's  promissory note payable to Xiaolin Wu Buyer in
                  the principal amount of Canadian $115,600  (U.S.$77,793)  duly
                  assigned and transferred to Buyer.

                  (xi)  Acknowledgement  of the prior receipt of $150,000 of the
                  purchase price.

         (B) Buyer shall deliver to Sellers

                  (i) cash in the amount of  U.S. $15,766 to Xiaolin Wu  in  the
                  form of a certified or bank cashiers check

                  (ii)  cash in the amount of U.S. $77,793  to Xiaolin Wu in the
                  form of a certified or bank cashiers check in consideration of
                  the assignment of the promissory note referred to in P. 2A (x)
                  above.

                  (iii) cash in the amount of U.S. $56,441 to Linlin Zhao in the
                  form of a certified or bank cashiers check.

                  (iv) a promissory note, without interest, for $60,000  payable
                  to Xiaolin Wu on January 2, 2001.

                  (v)  Stock  certificate  representing  17,861  shares of Buyer
                  Common  Stock,  par  value  $.001  per  share,  in the name of
                  Xiaolin Wu or evidence that  directions have been given to the
                  Buyer's transfer agent and register  requiring the delivery of
                  such stock certificate.

                   (vi) Stock  certificate  representing  6,965  shares of Buyer
                  Common Stock, par value $.001 per share, in the name of Linlin
                  Zhao or  evidence  that  directions  have  been  given  to the
                  Buyer's transfer agent and register  requiring the delivery of
                  such stock certificate.

                  (vii) Stock  certificate  representing  12,907 shares of Buyer
                  Common Stock, par value $.001 per share, in the name of Howard
                  Wu or evidence that  directions have been given to the Buyer's
                  transfer  agent and  register  requiring  the delivery of such
                  stock certificate.

                  (viii) The  form  of  employment  contract  attached hereto as
                  Exhibit B.

         (b) On January 2, 2001,  the Buyer shall  deliver to Xiaolin Wu a stock
certificate  representing  10,000 shares of Buyer Common Stock,  par value $.001
per share, or evidence that  directions have been given to the Buyer's  transfer
agent and register  requiring  the delivery of such stock  certificate,  and the
$60,000 represented by the promissory note referred to in P. B(iv) above.


                                       3
<PAGE>

         3. Representations,  Warranties and Agreements of Sellers and Comsight.
Sellers and Comsight hereby jointly and severally  represent,  warrant and agree
with Buyer as follows:

         (a) Comsight is a corporation  duly organized,  validly existing and in
good standing  under the laws of Ontario.  Comsight has all requisite  corporate
power and authority to own,  operate and lease the  properties and assets it now
owns,  operates and leases and to carry on its business as presently  conducted.
Comsight  is  duly  licensed,  registered  and  qualified  in the  jurisdictions
necessary to enable its business to be carried on as now conducted and to enable
its properties and assets to be owned,  leased and operated as they are, and all
such  licenses,  registrations  and  qualifications  are in good standing in all
respects.

         (b)  Neither  Comsight's  Articles  of  Incorporation,  Certificate  of
Incorporation  nor its By-Laws have been amended since the date of certification
thereof,  nor has any  action  been  taken  for the  purpose  of  effecting  any
amendment of such instrument.

         (c)  Comsight  has  authority  to issue an  unlimited  number of common
shares and an unlimited number of preference shares. There are 100 common shares
outstanding all of which are owned by Xiaolin Wu and 50 preference shares, 25 of
which are owned by Howard Wu and 25 of which are owned by Linlin Zhao.  All such
common  shares and such  preference  shares are validly  issued,  fully paid and
non-assessable.  There are no outstanding options, warrants,  contracts,  calls,
conversion  rights,  rights or  commitments  relating to the  authorized but not
outstanding common shares or preference shares.

         (d) Sellers are the sole and lawful owners, of record and beneficially,
of the Shares and have valid and marketable title to the Shares,  free and clear
of any claims, liens or encumbrances and have full right, power and authority to
sell,  assign and transfer  the Shares  pursuant to this  Agreement  without the
consent or  approval  of any other  person or entity.  There are no  outstanding
options,  warrants,  contracts,  calls,  rights or  commitments  relating to the
Shares.

         (e)  Comsight  has full  corporate  power and  authority to execute and
deliver this Agreement and to consummate the transactions  contemplated  hereby.
The  execution  and  delivery  of this  Agreement  and the  consummation  of the
transactions contemplated hereby have been duly approved by the stockholders and
the Board of  Directors  of  Comsight,  and no other  proceeding  on the part of
Comsight is necessary to approve and  authorize  the  execution  and delivery of

                                       4
<PAGE>

this Agreement or the consummation of the transactions contemplated hereby.

         (f) This Agreement has been duly executed and delivered by Comsight and
Selles  and  constitutes  their  valid and  binding  Agreement,  enforceable  in
accordance  with its terms,  except to the  extent  that  enforceability  may be
limited by  applicable  bankruptcy,  reorganization,  insolvency,  moratorium or
other laws  affecting  the  enforcement  of creditors'  rights  generally and by
general  principles  of equity,  regardless  of whether such  enforceability  is
considered in a proceeding in law or in equity.

         (g) Comsight has all  approvals,  authorizations,  consents,  licenses,
orders,  registrations  or  permits  of all  governmental  regulatory  agencies,
whether  federal,  state or local,  required  for its  business as  presently or
proposed to be conducted.

         (h) Comsight is a taxable Canadian corporation as defined in the Income
Tax Act (Canada) not liable, in any material respects, for any Canadian federal,
provincial,  municipal or local taxes, assessments,  withholding taxes, employee
or other  remittances,  or other imposts or penalties due and unpaid at the date
hereof in respect of its income,  employees,  business or  property,  or for the
payment of any tax installment due in respect of its current  taxation year (but
not including taxes accruing due) or any previous  taxation  years,  and no such
taxes,  assessments,  imposts,  remittances  or  penalties  are  required  to be
reserved against. All such taxes,  imposts,  remittances and penalties have been
properly  calculated  by Seller and  Comsight,  in all  material  respects,  and
Comsight  is not in  default  in filing any  returns  or  reports  covering  any
Canadian  federal,  provincial,  municipal or local taxes,  assessments or other
imposts in respect of its income, business or property and Comsight has complied
with all withholding,  collection,  remittance and other  obligations  under any
applicable  taxing statute.  Comsight has filed all required  Canadian  federal,
provincial, municipal or local tax returns.

         (i) The execution and delivery of this  Agreement and the  consummation
of the transactions  contemplated  hereby will not: (i) violate or conflict with
any  provision  of  the  constating   documents,   Articles  of   Incorporation,
Certificate of  Incorporation  or By-Laws of Comsight,  (ii) breach,  violate or
constitute  an event of default (or an event which with the lapse of time or the
giving of notice or both would constitute an event of default) under,  give rise
to any right of termination,  cancellation,  modification or acceleration under,
or  require  any  consent or the giving of any  notice  under,  any note,  bond,
indenture,  mortgage,  security agreement,  lease, license,  franchise,  permit,
agreement or other  instrument or obligation to which  Comsight is a party or by
which Comsight or any of its properties or assets may be bound, or result in the
creation of any lien,  claim or encumbrance or other right of any third party of
any kind  whatsoever  upon the properties or assets of Comsight  pursuant to the
terms of any such  instrument or obligation,  (iii) violate or conflict with any
law,  statute,  ordinance,  code,  rule,  regulation,   judgment,  order,  writ,
injunction,  decree or other instrument of any federal,  state, local or foreign
court or  governmental  or regulatory  body,  agency or authority  applicable to
Comsight  or by which  any of its  properties  or assets  may be bound,  or (iv)
require,  on the part of Comsight,  any filing or registration  with, or permit,
license, exemption, consent,  authorization or approval of, or the giving of any
notice to, any governmental or regulatory body, agency or authority,  other than
those specifically described in this Agreement.

         (J) Except as described on Schedule  3(J),  no person or entity has any
written or oral agreement, understanding, contract, option, or commitment or any
right or privilege from Sellers or Comsight to purchase,  exchange,  transfer or
otherwise acquire of any of the assets of Comsight or any Intellectual  Property
of Sellers or Comsight.

                                       5
<PAGE>

         (k) All fixed  assets,  equipment,  personal  property and other assets
owned by Comsight  are fully paid for and there are no  outstanding  conditional
sales  contracts,  mortgages  or  other  liens  or  encumbrances  on any of said
property.

         (l)  There  are no  suits,  actions,  claims,  proceedings  (including,
without  limitation,  arbitral or administrative  proceedings) or investigations
pending or, to the knowledge of Comsight or Sellers, threatened against Comsight
or any Seller or their Intellectual Property,  properties, assets or business or
pending or threatened against any of the officers, directors,  employees, agents
or  consultants of Comsight in connection  with the business of Comsight.  There
are no such  suits,  actions,  claims,  proceedings  or  investigations  pending
against  Comsight or any Seller  challenging  the  validity or  propriety of the
transactions  contemplated  by this  Agreement.  There  is no  judgment,  order,
injunction,  decree or award  (whether  issued by a court,  an  arbitrator or an
administrative  agency) to which Comsight or any Seller is a party, or involving
their  Intellectual  Property,   properties,   assets  or  business,   which  is
unsatisfied or which requires their continuing compliance.

         (m) Comsight and/or Sellers own all Intellectual Property necessary for
the  operation of their  businesses  as  presently  conducted.  Comsight  and/or
Sellera own or are licensed or otherwise possess legally  enforceable  rights to
use all their Intellectual Property.

         (n) Neither  Comsight nor any Seller will as a result of the  execution
and delivery of this Agreement and the  consummation of the  transactions  under
this  Agreement or  otherwise,  be in breach of any license,  sublicense,  joint
venture agreement,  co-license  agreement,  or other agreement relating to their
Intellectual  Property,   including  any  license,   sublicense,  joint  venture
agreement,  co-license agreement or other agreement relating to any Intellectual
Property  which either  Comsight or any Seller is authorized to use by any third
party.

         (o)  Neither  Comsight  nor any Seller is aware of any fact which would
result in a finding that any of their Intellectual Property owned or applied for
either Comsight or any Seller is invalid or not subsisting. Comsight and Sellers
have not been sued in any suit,  action,  proceeding,  or received  any claim or
notice which involves a claim of  infringement of any  Intellectual  Property of
any third party.  Neither  Comsight nor any Seller has any knowledge that any of
their  Intellectual  Property  infringes any Intellectual  Property of any third
person.

         (p) Neither Comsight nor any Seller are liable as a guarantor or surety
in connection with the obligation of any other person, partnership,  corporation
or other entity and no person has the power to confess  judgment  against either
Comsight or any Seller.

         (q) Except as described in Schedule  3(q),  Comsight is not a party to,
or subject  to (i) any  contract,  arrangement  or  understanding,  or series of
related  contracts,  arrangements  or  understandings,   which  involves  annual
expenditures or receipts of more than $1,000; (ii) any note,  indenture,  credit
facility,  mortgage,  security  agreement  or  other  contract,  arrangement  or

                                       6

<PAGE>


understanding  relating to or evidencing  indebtedness  for money  borrowed or a
security  interest  or  mortgage in its  assets;  (iii) any  guaranty;  (iv) any
contract, arrangement or understanding relating to the acquisition,  issuance or
transfer of any  securities;  (v) any  contract,  arrangement  or  understanding
relating to the acquisition,  transfer,  distribution, use, development, sharing
or  license of any  technology  or  Intellectual  Property,  (vi) any  contract,
arrangement or understanding  granting to any person the right to use any of its
property or property  rights other than licenses  granted in the ordinary course
of business with a term of less than one year;  (vii) any contract,  arrangement
or understanding restricting its right to (A) engage in any business activity or
compete with any business or (B) develop or distribute  any technology or (viii)
any contract, arrangement or understanding relating to the employment of, or the
performance of services of, any employee,  consultant or independent  contractor
and pursuant to which it is required to pay more than $1,000 per year.

         (r) All Intellectual  Property purported to be owned by Comsight or any
Seller  which  were  developed,  worked on or  otherwise  held by any  employee,
officer, consultant or otherwise are owned free and clear by Comsight or Sellers
by operation of law or have been  validly  assigned to Comsight or Sellers.  All
services  provided to Comsight or any Seller by third  parties in respect of the
creation,  modification or improvement of any Intellectual  Property (including,
without limitation,  software, hardware,  copyrightable works and the like) have
been performed  pursuant to agreements  with Comsight and/or Sellers that assign
to Comsight and/or Sellers ownership of such Intellectual  Property (either,  in
the case of  Intellectual  Property that are  copyrights,  as a work for hire or
otherwise),  each of which  is a valid  and  binding  agreement  of the  parties
thereto, enforceable in accordance with its terms

         (s) Comsight and Sellers have taken all reasonable  measures to protect
and preserve the security and  confidentiality  of their trade secrets and other
confidential  information.  None of such trade  secrets  and other  confidential
information  are part of the public  domain or to the  knowledge of Comsight and
Sellers have they been  misappropriated  by any person  having an  obligation to
maintain such trade secrets or other confidential  information in confidence for
them.  To the  knowledge of Comsight and Sellers,  no employee or  consultant of
Comsight  or any  Seller  has  used any  trade  secrets  or  other  confidential
information  of any other  person in the  course of their work for  Comsight  or
Sellers.

         (t) Except as disclosed in Schedule  3(t),  Comsight or Sellers are the
exclusive  owner of all right,  title and  interest  in its or his  Intellectual
Property and such  Intellectual  Property Rights are valid and in full force and
effect and no university,  government agency (whether federal or state) or other
organization which sponsored  research and development  conducted by Comsight or
otherwise  participated  in any joint  development  projects  with  Comsight  or
Sellers has any claim of right to or ownership of or other  encumbrance upon the
Intellectual Property of Comsight or Sellers.

         (u) except as  described on Schedule  3(u),  neither any Seller nor any
employees of Comsight or any Seller have any  agreements  or  arrangements  with

                                       7
<PAGE>

current or former employers  relating to (i)  confidential  information or trade
secrets of such employers,  or (ii) the assignment of rights to any Intellectual
Property  of  Comsight  or any seller.  EXcept as  described  on Schedule  3(u),
neither  any  Seller  nor  Comsight  nor any  Seller  employee  is  bound by any
consulting  agreement  relating to confidential  information or trade secrets of
another entity.

         All of the foregoing  representations,  warranties and agreements shall
survive the Closing Date.

         4. Exclusions  from  Representations,  Warranties   and  Agreements  of
Sellers  and  Comsight.  Notwithstanding anything contained in this Agreement to
the contrary Buyer hereby acknowledges that

         (a)  Comsight  and/or  Xiaolin Wu may have an  existing  income  stream
derived  from a jointly  developed  product  known as CALIC.  Nothing  contained
herein shall require that such specific income stream be included as part of the
business or  operations  of Comsight or Xiaolin Wu included in the  transactions
described herein.

         (b)  Nothing  contained  herein  shall be  deemed  to apply to  certain
software and other  Intellectual  Property  associated  with MPEG entropy coding
yielding approximately 30% more compression over current MPEG performance,  with
application  in  broadband,   internet,   digital   cameras  and  other  related
applications.

         5.  REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF BUYER.  Buyer  hereby
represents,  warrants  and agrees with Sellers as follows:

         (a) Buyer has full corporate power and authority to execute and deliver
this  Agreement and to consummate  the  transactions  contemplated  hereby.  The
execution  and  delivery  of  this  Agreement  and  the   consummation   of  the
transactions contemplated hereby have been duly approved by Buyer.

         (b) This  Agreement  has been duly  executed and delivered by Buyer and
constitutes its valid and binding Agreement,  enforceable in accordance with its
terms,  except to the extent that  enforceability  may be limited by  applicable
bankruptcy,  reorganization,  insolvency, moratorium or other laws affecting the
enforcement of creditors' rights generally and by general  principles of equity,
regardless of whether such  enforceability  is considered in a proceeding in law
or in equity.

         (c)  Immediately  following  the  Closing  Date,  Buyer shall cause all
necessary  action to be taken to  appoint  and elect  Seller  as an  officer  of
Comsight, reporting directly to R. Don Ashley, Chief Operating Officer of Buyer.

         All of the foregoing  representations,  warranties and agreements shall
survive the Closing Date.


                                       8
<PAGE>

          6. FURTHER AGREEMENTS OF THE PARTIES.

         (a) Buyer hereby agrees that for each commercially  viable patent filed
by Buyer or  Comsight  from and  after  the  date of this  Agreement  which  was
developed  by Xiaolin Wu,  Xiaolin Wu shall be issued 600 shares of Buyer Common
Stock; provided, however, that the determination of commercially viable shall be
made solely by the Buyer's Intellectual Property Committee.

         (b) Buyer hereby agrees to pay Xiaolin Wu a commission  equal to 25% of
the gross sales  derived from the sales of those  Comsight  technology  products
(excluding   video  and  audio   codecs)   existing  as  of  the  Closing  Date.
Notwithstanding the foregoing,  no such commissions shall be due or payable with
regard  to  Comsight   technology   products  that  include  any  modifications,
enhancements  or changes from their  existing  state as of the Closing Date, the
intent of the  parties  being that any the entire  profit from sales of any such
modified,  enhanced or changed  technology  products shall belong exclusively to
the Buyer after the Closing Date.

         (c) Buyer further agrees to pay Xiaolin Wu a commission equal to 60% of
the gross sales  derived  from the sale or licensing of Xiaolin Wu's audio codec
in the form  existing as of the Closing  Date.  Notwithstanding  the  foregoing,
Xiaolin Wu agrees that any such sale or  licensing  of Xiaolin  Wu's audio codec
shall not exclude  Buyer from using the  underlying  sciences in its own present
and future products and systems and Xiaolin Wu agrees to make any such purchaser
or licensee aware of this proviso.

         7. MISCELLANEOUS PROVISIONS.

         (A) WAIVER. Except as otherwise provided in this Agreement, any failure
of any of the  parties to comply  with any  obligation,  covenant  or  agreement
contained  herein  may be  waived  only by a  written  notice  from the party or
parties  entitled to the  benefits  thereof.  No failure by any party  hereto to
exercise,  and no delay in exercising,  any right hereunder,  shall operate as a
waiver thereof,  nor shall any single or partial exercise of any right hereunder
preclude any other or future exercise of that right by that party.

         (B) NOTICES.  All notices and other  communications  hereunder shall be
deemed given if given in writing and  delivered  personally,  by  registered  or
certified  mail,  return receipt  requested,  postage  prepaid,  or by overnight
courier to the party to receive the same at its  respective  address (or at such
other address as may from time to time be designated by such party to the others
in accordance with this subsection).

         (C) ASSIGNMENT.  This Agreement and all of the provisions  hereof shall
be  binding  upon and  inure to the  benefit  of the  parties  hereto  and their
respective   successors,   heirs,   administrators,   executors   and   personal
representatives  and permitted  assigns.  Neither this Agreement nor any rights,
duties or  obligations  hereunder  shall be assigned by any party hereto without
the prior written consent of the other parties hereto, except that vested rights

                                       9
<PAGE>

to receive  payment or to initiate legal action with respect to causes of action
that have accrued hereunder shall be assignable by devise,  descent or operation
of law.

         (D) PUBLIC ANNOUNCEMENTS. After the Closing Date Buyer shall be free to
issue any  announcements  or press  releases  regarding  this  Agreement and the
transactions contemplated herein as it in its sole discretion deems necessary or
appropriate.

         (E)  COUNTERPARTS.  This  Agreement  may be  executed  in any number of
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

         (F) HEADINGS.  The headings  contained in this Agreement are solely for
convenience of reference, are not part of the agreement of the parties and shall
not be used in  construing  this  Agreement  or in any way affect the meaning or
interpretation of this Agreement.

         (G) ENTIRE  AGREEMENT.  This Agreement,  and the certificates and other
instruments and documents  delivered  pursuant  hereto,  together with the other
agreements referred to herein and to be entered into pursuant hereto, embody the
entire  agreement  of the  parties  hereto in respect of, and there are no other
agreements or  understandings,  written or oral,  among the parties relating to,
the subject matter hereof.  This Agreement  supersedes all prior  agreements and
understandings,  written  or oral,  between  the  parties  with  respect to such
subject.

         (H) GOVERNING  LAW. The parties hereby agree that this  Agreement,  and
the respective rights, duties and obligations of the parties hereunder, shall be
governed by and construed in accordance  with the laws of the State of Illinois.
Each of the parties hereby (i) irrevocably consents and agrees that any legal or
equitable  action  or  proceeding  arising  under  or in  connection  with  this
Agreement shall be brought exclusively in the Federal or state courts sitting in
Chicago,  Illinois,  and any court to which an  appeal  may be taken in any such
litigation,  and (ii) by execution and delivery of this  Agreement,  irrevocably
submits to and  accepts,  with  respect to any such  action or  proceeding,  for
itself  and  in  respect  of  its   properties   and   assets,   generally   and
unconditionally,  the  jurisdiction  of the aforesaid  courts,  and  irrevocably
waives any and all rights such party may now or hereafter have to object to such
jurisdiction.

         (I)  INDEMNIFICATION.  Sellers  hereby  agree  to  indemnify  and  hold
harmless Buyer, its employees,  agents,  consultants and attorneys (herein,  the
"Indemnified  Parties")  from and  against any loss,  expense,  damage or injury
suffered or sustained by any of the Indemnified  Parties by reason of any breach
or alleged breach of the terms, representations, warranties or covenants of this
Agreement by any Seller or Comsight or by reason of any breach or alleged breach
of the  terms  of any  other  agreement  between  the  parties  entered  into in
furtherance  of this  Agreement,  including,  but not  limited to any  judgment,
award,  settlement,  attorneys'  fees and other  costs or  expenses  incurred in
connection  with the bringing of any lawsuit for any breach or alleged breach of
this  Agreement  or  incurred  in  connection  with the defense of any actual or
threatened  action,  proceeding or claim arising,  directly or indirectly,  as a
result of the breach of this Agreement by any Seller or Comsight.

                                       10
<PAGE>

         (J) SEVERABILITY.  In any case one or more of the provisions  contained
in this Agreement should be invalid,  illegal or unenforceable in any respect in
any jurisdiction, the validity, legality and enforceability of such provision or
provisions  shall not in any way be affected  or  impaired  thereby in any other
jurisdiction  and the  validity,  legality and  enforceability  of the foregoing
provisions  contained  herein  and  therein  shall  not in any way be  otherwise
affected or impaired thereby.

         (K) BROKERAGE  COMMISSIONS.   The  parties  agree  that  there  is   no
commission due any broker or finder in  connection  with  this  Agreement or the
transactions contemplated herein.

         (L) FEES AND  EXPENSES.  Each  party  hereto  shall bear and pay all of
their own fees, costs and expenses relating to the transactions  contemplated by
this Agreement,  including,  without limitation,  the fees and expenses of their
respective counsel, accountants, brokers and financial advisors.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.

         Comsight Imaging Inc.


         By:




         Xiaolin Wu

         Howard Wu

         Linlin Zhao

         Piranha, Inc.



         By:


                                       11
<PAGE>



                         LIST OF EXHIBITS AND SCHEDULES

         Exhibit A. Non-Disclosure Agreement

         Exhibit B. Employment Contract

         Schedule 3(j). Third Party Acquisition Agreements

         Schedule 3(q). Third Party Contracts

         Schedule 3(t). Joint Ownership of Intellectual Property

         Schedule 3(u). Trade Secret Agreements with Other Persons