AGREEMENT AND PLAN OF REORGANIZATION
                   BY AND BETWEEN PIRANHA, INC. AND JJT, INC.

         THIS AGREEMENT AND PLAN OF  REORGANIZATION  is made and entered into as
of the 1st day of  November,  2000,  by and between  Piranha,  Inc.,  a Delaware
corporation ("Buyer") and JJT, Inc., a Texas corporation ("Seller"),  and joined
in by John T. Stokes and Janet C. Stokes, the majority stockholders of Seller.

                                   WITNESSETH:

         WHEREAS, the parties wish to effect a reorganization whereby Buyer will
acquire all of the business,  properties and assets of Seller subject to certain
of Seller's liabilities in exchange for 50,000 shares of Buyer Common Stock, par
value $.001 per share;

         WHEREAS FURTHER, the Board of Directors and stockholders of Seller have
approved of a Plan of Liquidation and  Dissolution  pursuant to which the shares
of Buyer's  Common Stock  received by Seller  hereunder  will be  distributed by
Seller to its  stockholders  in exchange  for and in complete  cancellation  and
retirement of its issued and  outstanding  stock and in complete  liquidation of
Seller followed by the dissolution of Seller immediately thereafter; and

         NOW,  THEREFORE,   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 ASSETS.

         (a) At the Closing on the Closing Date (as hereinafter  defined) Seller
shall sell,  transfer,  convey and assign to Buyer and Buyer shall  acquire from
Seller solely in exchange for shares of Buyer Common Stock, all of the business,
properties  and  assets  of  Seller  of  every  kind,   character,   nature  and
description,  tangible or  intangible,  wherever  situated,  including,  without
limitation,   contracts,   contract  rights,  patents,   franchises,   licenses,
copyrights,  trademarks,  trade names, service marks, choses in action, accounts
receivable,  prepaid  items,  leaseholds and leasehold  improvements,  fixtures,
equipment,  insurance policies,  inventory, raw materials,  supplies,  causes of
action, books and records,  goodwill,  cash on hand and cash equivalents and the
right to use its present corporate name and any substantially similar name.

         (b) On the  Closing  Date Buyer  shall  issue and  deliver to Seller in
exchange for the  business,  properties  and assets of Seller as set forth in P.
1(a) above,  50,000 shares of Buyer Common Stock, par value $.001 per share, all
of which shares shall be voting shares,  it being intended by the parties hereto
that such  exchange be a tax-free  reorganization  within the meaning of Section
368(a)(1)(C) of the Internal Revenue Code.

         (c) On the Closing Date Buyer shall assume the following liabilities or
obligations  of Seller and no others,  it being  understood  that no  additional
liabilities or obligations are being assumed.

                  (i) All corporate  debt  to  City  National  Bank  of  Taylor,
                  Taylor, Texas.

                  (ii)  All  obligations to  the  United  States  Small Business
                  Administration.

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<PAGE>

                  (iii) All  obligations  that are  secured  by UCC-1  financing
                  statements  filed either with the State of Texas or the County
                  of Williamson Recorder of Deeds office.

                   (iv) The employment (without  contracts,  it being understood
                  that Buyer is not and will not honor any of Seller's  existing
                  employment contracts) of John T. Stokes, Janet C. Stokes, John
                  R. Stokes,  Marian  Clarke,  Tomi Aguirre,  Angie Becker,  Tim
                  Feeley, Kim Hiserote, Linda Hiserote, Donna Johnston, Jennifer
                  Kister,  Michelle Kuzov,  Nora Lockshin,  Jason Lovelace,  Ann
                  McWhirter, Kathleen Meko, Allison Ross and Kyle Snodgrass.

                  (v) All  liabilities  for state and  federal  taxes  including
                  withholding taxes, excise taxes, income taxes,  property taxes
                  and business licenses.

                  (vi)  All  obligations  under  contracts for  the provision of
                  services  in  the  ordinary  course  of Seller's  business and
                  operations, including the contracts  with Motorola, Inc.,  The
                  State of  Arkansas,  Texas  Instruments, Inc.,  the   National
                  Institute of Health and the Library of Congress.

                  (vii) All obligations for premiums under insurance policies.

       (d) Buyer and  Seller  hereby  undertake  and  agree to file  timely  any
information  that may be  required  to be filed  under  the  regulations  of the
Internal Revenue Service in connection with the consummation of the transactions
set forth in this Agreement.

2. LIQUIDATION AND DISSOLUTION OF SELLER.

       (a)  Promptly  after  receipt  thereof,  Seller shall  distribute  to its
stockholders,  in  complete  liquidation  of Seller and in  exchange  for and in
complete cancellation and redemption of their shares of Seller Common Stock, the
shares  of Buyer  Common  Stock  received  by  Seller  pursuant  to P. 1 of this
Agreement.  The shares of Buyer  Common  Stock so  received  by Seller  shall be
reissued as follows: Janet C. Stokes-25,500 shares; John T. Stokes-3,975 shares;
John R. Stokes-12,500 shares;  Laussade Trust-7,500 shares;  Carlton Andrews-500
shares; Donna Johnston-25 shares.

       (b) Following  said  distribution,  Seller shall dissolve and wind up its
affairs after which time Seller shall not engage in any further business.

3. CLOSING.

       (a) Unless otherwise agreed, the closing of the transactions set forth in
P. 1 hereof  shall  take  place at the  offices  of Buyer on  November  1,  2000
("Closing Date").

       (b) At the  Closing on the Closing  Date Buyer shall  deliver to Seller a
certificate for 50,000 shares of Buyer Common Stock, par value $.001 per share.

       (c) At the closing on the Closing Date Seller shall deliver to Buyer:

                  (i) all corporate minute books,  contracts,  and other records
                  of Seller of whatsoever nature,  including without limitation,
                  all intellectual property of Seller.

                                       2
<PAGE>

                   (ii) all documents evidencing the liabilities and obligations
                  of Seller assumed by Buyer pursuant to P. 1(c) above.

                  (iii) a listing of all  employees of Seller  together with all
                  payments due them in  connection  with their  employment  with
                  Seller.

                  (iv) a copy of all UCC  financing  statements  that  have been
                  executed by Seller since its incorporation.

                  (v) a  copy  of  the  resolutions  adopted  by  the  Board  of
                  Directors  and   stockholders  of  Seller   authorizing   this
                  Agreement and the  liquidation  and  dissolution  of Seller as
                  described in P. 2 above.

                  (VI) A BILL OF SALE IN THE FORM  ATTACHED  HERETO AS EXHIBIT A
                  executed by the President and Secretary of Seller.

                  (vii) the  consents  of  third  parties  referred to inP. 4(i)
                  below.

                  (viii) such other documents as Buyer shall reasonably  request
                  in  order to  effectuate  the  terms  and  conditions  of this
                  Agreement.

         4. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF SELLER, JOHN T. STOKES
AND JANET C. STOKES.  Seller,  John T. Stokes and Janet C. Stokes hereby jointly
and severally represent, warrant and agree with Buyer as follows:

         (a) Seller is a corporation  duly  organized,  validly  existing and in
good  standing  under the laws of the State of Texas.  Seller 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.  Seller is duly qualified to transact business as a foreign
corporation   and  is  in  good  standing  in  all   jurisdictions   where  such
qualification  is required by reason of the nature of the  properties and assets
currently owned, operated or leased by it or the business currently conducted by
it, except for such jurisdictions where the failure to be so qualified would not
have a material adverse effect on its business and operations taken as a whole.

         (b) Neither Seller's  Certificate of Incorporation nor its By-Laws have
been amended  since its date of  incorporation  except to change the name of the
Seller to its current name. The stock split  referred to in Seller's  minutes of
August 26, 1997 was never consummated.

         (c) Seller has an authorized  capitalization consisting of 1,000 shares
of Common Stock, par value $1.00 per share, of which 1,000 shares are issued and
outstanding.  All such shares are validly issued, fully paid and non-assessable.
There are no outstanding options, warrants,  contracts, calls, conversion rights
or commitments relating to any other Seller shares of Common Stock.

         (d) The  stockholders  of Seller are Janet C.  Stokes;  John R. Stokes;
John T.  Stokes;  Laussade  Trust;  Carlton  Andrews  and  Donna  Johnston.  The
stockholders  of Seller own such shares,  of record and  beneficially,  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  without the  consent or  approval  of any other  person or
entity.

                                       3
<PAGE>

         (e) Seller  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 Seller,  and no other  proceeding  on the part of the
Seller is necessary to approve and  authorize the execution and delivery of this
Agreement or the consummation of the transactions contemplated hereby.

         (f) This Agreement has been duly executed and delivered by Seller, John
T. Stokes and Janet C. Stokes 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) Except as set forth on Schedule 4(g) attached hereto the Seller has
no employment contracts that are outstanding and binding upon the Seller. Seller
is current  with all  payments  due under all of such  contracts  except for the
contract  with Roger  Thompson of which Buyer has  previously  been  advised and
there are no  agreements,  whether  written or oral,  binding upon the Seller to
increase any payments  thereunder or to compensate any of the employees referred
to therein in any additional manner whatsoever.  There are no accrued and unpaid
bonuses  or  accrued  and  unpaid  salaries  or other  benefits  due any of such
employees or any other Seller employees.  Seller agrees to cancel all employment
contracts prior to the Closing.

         (h)  Seller  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.

         (i) Except as set forth on Schedule 4(i) attached hereto, 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
Certificate  of  Incorporation  or By-Laws of Seller,  (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 Seller is a party,  or by
which Seller 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 Seller  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
Seller  or by which  any of its  properties  or  assets  may be  bound,  or (iv)
require,  on the part of Seller,  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
any filing, registration,  permit, license, exemption,  consent,  authorization,
approval or notice.

         (j) Seller has filed all required federal, state and local tax returns,
has paid or accrued  all taxes  shown  thereon,  including  all  employment  and
unemployment  taxes,  and has made all required  deposits and  prepayments  with
respect  thereto.  Seller has withheld all amounts from its  employees and other
persons with regard to which amounts are required to be withheld  under the tax,
social security,  unemployment and other withholding  provisions of all federal,

                                       4
<PAGE>

state,  local and  foreign.  For  purposes of this  Agreement,  "taxes" mean and
include any and all United States, state, local, foreign or other income, sales,
use, withholding,  employment,  payroll, social security, property taxes and all
other  taxes of any  kind,  deficiencies,  fees or other  governmental  charges,
including,   without   limitation,   any  installment   payment  for  taxes  and
contributions or other amounts  determined with respect to compensation  paid to
directors,  officers,  employees or  independent  contractors  from time to time
imposed  by or  required  to be paid to any  governmental  authority  (including
penalties and  additions to tax thereon,  penalties for failure to file a return
or report, and interest on any of the foregoing).

         (k) All fixed  assets,  equipment,  personal  property and other assets
owned by Seller  are fully  paid for and  there are no  outstanding  conditional
sales  contracts,  mortgages  or  other  liens  or  encumbrances  on any of said
property.  Seller has good and valid  title to all  personal  property,  whether
tangible or intangible,  owned by it free and clear of all liens or encumbrances
of any kind whatsoever.

         (l) Except as set forth on Schedule 4(l) attached hereto,  there are no
suits, actions, claims, proceedings (including, without limitation,  arbitral or
administrative  proceedings) or  investigations  pending or, to the knowledge of
Seller,  John T. Stokes and Janet C. Stokes,  threatened  against  Seller or its
properties,  assets or business or, to the  knowledge of Seller,  John T. Stokes
and  Janet  C.  Stokes,  pending  or  threatened  against  any of the  officers,
directors,  employees,  agents or consultants  of Seller in connection  with the
business of Seller.  There are no such suits,  actions,  claims,  proceedings or
investigations  pending against Seller, or, to the knowledge of Seller,  John T.
Stokes and Janet C. Stokes,  threatened  against 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 the  Seller is a party,  or
involving its  properties,  assets or business,  which is  unsatisfied  or which
requires Seller's continuing compliance.

         (m) Seller owns all patents,  copyrights,  trademarks,  tradenames  and
other  intellectual  property  necessary  for the  operation  of its business as
presently conducted.

         (n) There are no controversies pending or threatened between Seller and
any of its present or past  employees or  representatives  of any such employees
with respect to employment, compensation, hours, working conditions, benefits or
otherwise.

         (o) Seller is not 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 Seller.

         (p)  Seller  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  other than the  contracts  described  in P. 1(c)  above;  (ii) any note,
indenture,  credit  facility,  mortgage,  security  agreement or other contract,
arrangement or  understanding  relating to or evidencing  indebtedness for money
borrowed  or a security  interest  or  mortgage  in its assets  other than those
described in P. 1(c) above; (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 rights;  (vi) any contract,  arrangement or
understanding  granting  to any person the right to use any of its  property  or
property rights;  (vii) any contract,  arrangement or understanding  restricting

                                       5
<PAGE>

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.

         (q) Except as set forth on Schedule  4(q)  attached  hereto Seller does
not have any liability,  indebtedness,  obligation,  expense, claim, deficiency,
guaranty or  endorsement  of any type (other than as described in P. 1(c) above)
in excess of $1,000  individually or $10,000 in the aggregate,  whether accrued,
absolute, contingent, matured, unmatured or otherwise.

         (r) The seller does not own any real  property.  Except as set forth on
Schedule 4(r) attached  hereto,  the Seller does not lease or have any leasehold
interests in any real property. All such leases are in full force and effect and
any necessary consents to this Agreement will be obtained and delivered to Buyer
at the Closing.

         (s)  Seller  is not a party to nor bound by any  collective  bargaining
agreements;  any  agreements  that contain any severance pay or  post-employment
liabilities or obligations;  any bonus, deferred compensation,  pension,  profit
sharing or retirement plans or any other employee benefit plans or arrangements;
any  employment  contracts  other than those  disclosed in this  Agreement;  any
fidelity or surety bond or completion bond or any contract of indemnification.

         (t) Except as set forth on Schedule  4(t)  attached  hereto Seller does
not have any contracts for insurance of any nature whatsoever.

         (u) Seller  shall use all  reasonable  efforts to obtain the  consents,
waivers and approvals  under any of its contracts that are required or deemed by
the Buyer  necessary in order to consummate the  transactions  set forth in this
Agreement.

         (v) From the date hereof and through the Closing  Date the Seller shall
not without the prior written consent of the Buyer:

                  (A) engage in any transaction except in the ordinary course or
                  business.

                  (B) make any  capital  expenditure  in excess of $1,000 in the
                  aggregate.

                  (C)  authorize  or effect  any  change in its  Certificate  of
                  Incorporation or By-laws.

                  (D) grant any stock  options,  rights or  warrants,  or issue,
                  sell,  authorize  for issuance or otherwise  dispose of any of
                  its capital stock.

                  (E) sell, lease, encumber or dispose of, or otherwise agree to
                  sell,  lease  encumber  or  otherwise  dispose  of, any of its
                  assets.

                  (F)  declare,  set aside or pay any  dividend or  distribution
                  with  respect  to  its  capital  stock,  whether  in  cash  or
                  otherwise.

                  (G) split,  combine or reclassify  any of its capital stock or
                  redeem,  repurchase  or  otherwise  acquire any of its capital
                  stock.

                                       6
<PAGE>

                  (H) acquire or agree to acquire by merger or  consolidation or
                  by   purchase   of  assets,   any   business  of  any  person,
                  corporation, partnership or other entity.

                  (I) incur or  commit to any  capital  expenditure  other  than
                  expenditures  consistent  with past  practices in the ordinary
                  course of business.

                  (J) make any loans,  advances or capital  contributions to, or
                  investments  in, any any person,  corporation,  partnership or
                  other   entity;   pay,   discharge   or  satisfy  any  claims,
                  liabilities  or  obligations   (whether   absolute,   accrued,
                  unasserted,  contingent or  otherwise),  other than  payments,
                  discharges  or  satisfactions  incurred or committed to in the
                  ordinary course of business consistent with past practices; or
                  create,  incur,  assume or  suffer to exist any  indebtedness,
                  issuances of debt securities,  guarantees, security interests,
                  loans  or  advances  not in  existence  as of the date of this
                  Agreement.

                  (K) make any  change  in the  employment  terms for any of its
                  officers, directors, employees, or consultants.

                  (L)  resolve  or commit to  resolve,  whether  in  writing  or
                  otherwise,   to  write-off  as   uncollectible   any  accounts
                  receivable.

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

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

         (a) The shares of Common Stock to be delivered  hereunder shall be when
issued,  duly authorized,  fully paid and  nonassessable  shares of voting Buyer
Common Stock.

         (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) For a  period  of 90 days  from  and  after  the  Closing  Date all
employee salaries shall be frozen at their current levels. The salary of John R.
Stokes shall convert to $75,000 per annum commencing on the Closing Date.

         (d)  Commencing 90 days after the closing date employee  salaries shall
be as set forth on EXHIBIT B attached hereto.

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

         6. 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.


                                       7
<PAGE>

         7.  CONDITIONS  TO CLOSING.   The obligation of Buyer to consummate the
transactions  set forth herein are subject to the following conditions:

         (a) The representations and warranties of  Seller,  John T. Stokes  and
Janet C. Stokes made herein are true and correct as of the Closing Date.

         (b) Seller  shall  have  complied  with all  covenants  and  agreements
required to have been complied with by the Closing Date.

         (c) All  deliveries  at Closing are satisfactory in form and content to
Buyer.

         (d) All contracts  set  forth in P. 1(c)(vi) remain in full  force  and
effect.

         (e) All necessary  consents and approvals to the transactions set forth
in this Agreement shall have been received and delivered to Buyer.

         (f) There shall have been no material  adverse  change in the business,
operations or financial condition of Seller since the date hereof.

         8. 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
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)  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.

         (e) 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.


                                       8

<PAGE>

         (f) 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.

         (g) 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.

         (h) INDEMNIFICATION. John T. Stokes and Janet C. Stokes 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 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.

         (i) 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.


<PAGE>




         (J) 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.

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

         JJT, Inc.


         By:


         Piranha, Inc.


         By:




         John T. Stokes

         Janet C. Stokes



                                     10
<PAGE>



                                    EXHIBIT B

John T. Stokes        $130,000

Janet C. Stokes       $ 90,000

Kim Hiserote          $ 90,000

Linda Hiserote        $ 90,000

John R. Stokes        $ 75,000

Tim Feeley            $ 71,760

Allison Ross          $ 35,000

Donna Johnston        $ 32,000

Jennifer Kister       $ 29,000

Angie Becker          $ 28,000

Michelle Kuzov        $ 26,500

Kyle Snodgrass        $ 24,000

Tomi Aguirre          $ 22,880

Marian Clarke         $ 22,500

Nora Lockshin         $ 20,800

Jason Lovelace        $ 20,800

Ann McWhirter         $  5,720

Kathleen Meko         $  5,720



<PAGE>



                                    EXHIBIT A

                           ASSIGNMENT AND BILL OF SALE

JJT, INC.                                                     PIRANHA, INC.
---------                                                     -------------
 Assignor                                                        Assignee

         WHEREAS,   Assignor  wishes to  sell  to  Assignee all of its business,
properties and assets;

         WHEREAS,  Assignor and Assignee have entered into an  agreement,  dated
November 1, 2000 ("Agreement"), providing for such sale;

         NOW,  THEREFORE,  KNOW ALL MEN BY THESE PRESENTS,  that in pursuance to
the Agreement, Assignor does hereby bargain, sell, assign, transfer and set over
unto Assignee,  its successors and assigns, all of the business,  properties and
assets of Assignor of every kind, character, nature and description, tangible or
intangible,   wherever  situated,  including,  without  limitation,   contracts,
contract rights, patents, franchises,  licenses,  copyrights,  trademarks, trade
names,  service marks,  choses in action,  accounts  receivable,  prepaid items,
leaseholds and leasehold improvements,  fixtures, equipment, insurance policies,
inventory,  raw  materials,  supplies,  causes of  action,  books  and  records,
goodwill,  cash on hand and cash  equivalents  and the right to use its  present
corporate name and any substantially similar name, including, but limited to the
following and not in limitation of the foreoing:

         All software, hardware, computers  and  computer peripherals,  supplies
         and accessories;

         All  land,  buildings,   structures,   fixtures,   engines,  machinery,
         appliances,  tools, dies, jigs,  apparatus and equipment of every kind,
         class and description;

         All raw materials, supplies, finished products and materials  and goods
         in process of manufacture;

         All patents, inventions, processes,  formulae and all rights, interests
         and claims in, to, or under any thereof;

         All right to use the phrase "JJT, Inc."  or  "JJT, Incorporated" or any
         variation thereof;

         All cash on hand or deposits in banks and all other cash assets;

         All shares of stock in other  corporations or other  securities and any
         and all  beneficial  interest  in which  the  Assignor  may have in any

                                       1

<PAGE>

         property or properties;  All bills, notes and accounts receivable,  and
         any and all sums of  money  due or to  become  due by  reason  thereof,
         customers' lists, prepaid taxes,  deferred charges,  leases,  unexpired
         insurance and all accounts and contracts,  including existing contracts
         and  orders and any and all  choses in  action,  claims and  demands of
         whatsoever nature;

         All account books, manufacturing books, accounts and data on costs;

         All automobiles, trucks and other vehicles;

         All other rights,  claims,  demands,  property,  assets and effects, of
         every nature and kind,  tangible or intangible,  real or personal,  and
         wheresoever  situated,   whether  mentioned  or  referred  to  in  this
         instrument  or not,  which is connected in any manner with the business
         hereby conveyed,  and also all the estate,  right,  title and interest,
         and demand whatsoever,  as well as in law as in equity, of the Assignor
         in and to the said property and rights and any and every part thereof.

The  Assignor  does  hereby  covenant,  represent  and  warrant  to and with the
Assignee that the Assignor is the lawful owner of the property  hereby  conveyed
or intended to be conveyed and that it has good and  unencumbered  titles to the
property and assets hereby sold,  transferred,  assigned,  and conveyed,  and to
each and every part thereof, and full right to sell, assign, transfer and convey
the same,  free and clear of all liens,  security  interests,  encumbrances  and
rights of third parties except as set forth in the Agreement.

The  Assignor  further  covenants  and  agrees to  execute  and  deliver  to the
Assignee, its successors and assigns, all such further and separate assignments,
agreements,  conveyances,  deeds and other  instruments  as the  Assignee or its
successors  or  assigns  may at any  time  reasonably  request,  for the  better
assuring to it or them of the title to the said  property and assets and all the
right, title and interest of the Assignor therein and thereto.

Except as set forth in the Agreement the Assignee  expressly  does not assume or
agree to perform any of the outstanding  agreements of the Assignor contained in
its contracts or leases and the Assignee further  expressly does not covenant or
agree to pay, satisfy or discharge any of the indebtedness or liabilities of the
Assignor, which may be unsatisfied at the date hereof.

         IN WITNESS  WHEREOF,  the parties hereto have executed this  Assignment
and Bill of Sale this 1st day of November 2000.

         JJT, Inc.                                            Piranha, Inc.


         BY:                                         By:
             --------------------------------




<PAGE>



                                                           SCHEDULE 4(G)

         Employment Agreement, dated 9/22/00 for Tomi Aguirre.

         Employment Agreement, dated 2/15/91 for Angie Becker.

         Employment Agreement, dated 7/28/95 for Tim Feeley.

         Employment Agreement, dated 4/1/98 for Kim Hiserote.

         Employment Agreement, dated 10/5/95 for Linda Hiserote.

         Employment Agreement, dated 1/26/98 for Donna Johnston.

         Employment Agreement, dated 3/2/98 for Jennifer Kister.

         Employment Agreement, dated 1/19/00 for Michelle Kuzov.

         Employment Agreement, dated 6/1/00 for Nora Lockshin.

         Employment Agreement, dated 9/25/00 for Jason Lovelace.

         Employment Agreement, dated 9/11/00 for Ann McWhirter.

         Employment Agreement, dated 9/11/00 for Kathleen Meko.

         Employment Agreement, dated 2/23/98 for Allison Ross\.

         Employment Agreement, dated 12/13/99 for Kyle Snodgrass.




<PAGE>



                                  SCHEDULE 4(I)

                                REQUIRED CONSENTS

1.  Written  Consent  of  Motorola,  Inc.   pursuant  to ss.20 D  of  Consulting
Agreement  by  and  Between   Motorola,  Inc.  Semiconductor Products Sector and
JJT, Inc. Need consent.

2. Colonial Pacific Leasing contract dated November 5, 1997. Need consent.

3. General Accident Insurance Co. Of America,   Workers Compensation.  Policy WC
0304272-01.  Must notify them of change of ownership as per endorsement.

4. Commercial Inland Marine Insurance Policy,  Central Insurance Agency,  Policy
No. CRR699143. Need consent.

5. Commercial Account Insurance Policy,  Central  Insurance Agency,  Policy  No.
GRR655235. Need consent.

6. Workers Compensation Policy,  Central Insurance Agency,  Policy No. AR(01)H20
56 40. Need consent.

7. Commercial Fire Policy, Central Insurance Agency, Renewal CF 2652326-00. Need
consent.

8. Business Complex Lease. Dated May 5, 2000. Need consent.

                   REVISIONS TO LIBRARY OF CONGRESS CONTRACTS

1. Indicate JJT, Inc. is a Delaware corporation.