MUTUAL DISSOLUTION

                                   AGREEMENT

                                    Between

                              ACCESS POWER, INC.,
                             a Florida corporation

                                      and

                                LDT NET COM, INC
                             a Florida corporation


                           Dated: February 18, 1999



                                      1

<PAGE>
                             MUTUAL DISSOLUTION

                                 AGREEMENT


THIS MUTUAL DISSOLUTION AGREEMENT is signed on February 18, 1999, between
ACCESS POWER, INC., (hereinafter API) a Florida corporation and LDT NET COM,
Inc., (hereinafter LDT) a Florida corporation.

Whereas there exist contracts and agreements between API and LDT;

Whereas each party recognizes that it is in the best interest of the parties
to revoke said contracts and agreements; 

Now, therefore, the parties hereto agree as follows:

   1.  Dissolution 
        As of February 18, 1999 (Effective Date) all rights and obligations
        resulting from the all understandings, agreements, and contracts
        between API and LDT, except as otherwise specifically provided herein,
        are no longer applicable to either party to this Agreement.  As of the
        Effective Date, all understandings, agreements, and contracts contrary
        to this Agreement between the parties are repealed and this Agreement
        shall take their place.

   2.  Amounts Owed
        As of the Effective Date and by agreement of the parties hereto,
        neither party owes the other party any sums of money related to
        activities associated with the establishment of, operation of, or the
        dissolution of any existing understandings, agreements, and contracts.

   3.  Waiver of Claims 
        Neither party shall be liable to the other party under any and all
        causes of action with regard to activities undertaken or not undertaken
        prior to the Effective Date of this Agreement, regardless of whether
        any obligation was undertaken by either party in reliance upon an
        understanding, agreement or contracts.

        By executing this Agreement, both parties forever release and discharge
        the other party and its affiliates, its Designees, franchise sales
        brokers, if any, or other agents, and their respective officers,
        directors, representatives, employees and agents, from any and all
        claims of any kind, whether presently known or unknown, in law or in
        equity, which may exist as of the Effective Date relating to, in
        connection with, or arising under this Agreement or any prior
        understanding, agreement, or contract between the parties.

   4.  Confidentiality 
        Neither party shall, for a period of 2 (two) years from the Effective
        Date, either directly or indirectly, divulge, disclose, or communicate
        to any person or firm, any confidential information of any kind
        concerning any matters affecting or relating to the business of the
        other party or its affiliates, which such party may have acquired in
        the course of or as incident to its involvement with the other party
        prior to the Effective Date.    

        For the purposes of this section, confidential information shall mean
        any oral or written information and data of a confidential nature,
        including but not limited to proprietary, technical, development,
        marketing, sales, operating, performance, cost, know-how, business and
        process information, agreements, lists, reports, computer programming
        techniques, and all record bearing media containing or disclosing such
        information and techniques, which has been or will be disclosed by one
        party to the other party under this agreement or any prior
        communication between the parties hereto. 
                                       2<PAGE>
   5.  Proprietary Marks and Property 
        Each party agrees not to infringe upon or attempt to take, in any
        territory, any proprietary mark belonging to the other.  Neither party
        shall, directly or indirectly, commit an act of infringement or contest
        or aid in contesting the validity or right of the Proprietary Property
        of the other, or take any other action in derogation of such rights. 

   6.  Third Party Beneficiaries
        Nothing in this Agreement, whether express or implied, is intended to
        confer any rights or remedies under or by reason of this Agreement on
        any persons other than the parties and their respective personal
        representatives, other legal representatives, heirs, successors and
        permitted assigns.  Further, nothing in this Agreement is intended to
        relieve or discharge the obligation or liability of any third party to
        any party to this Agreement.

   7.  Arbitration 
        Any disputes related to this Agreement shall be arbitrated under the
        commercial arbitration rules of the American Arbitration Association,
        with a single arbiter.  Any arbitration proceedings shall take place in
        Duval county in Florida. 

        Any judgment upon an arbitration award may be entered in any court
        having competent jurisdiction and shall be binding, final and
        non-appealable.  Both parties waive to the fullest extent permitted by
        law, any right to or claim for any punitive or exemplary damages
        against the other and agree that in the event of a dispute between them
        each shall be limited to the recovery of any actual damages sustained
        by it.

        In the event either party fails to appear at any properly noticed
        arbitration proceeding, an award may be entered against such party by
        default or otherwise notwithstanding such failure to appear.

        Each party shall be responsible for its own costs in pursuing or
        defending an arbitration proceeding under this Agreement. 

        The only exception to the obligation to arbitrate herein shall be with
        respect to claims relating to the Proprietary Property of either party
        or requests for restraining orders, injunctions or other procedures in
        a court of competent jurisdiction to obtain specific performance when
        deemed necessary by such court to preserve the status quo or prevent
        irreparable injury pending resolution by arbitration of the actual
        dispute between the parties.

   8.  Entirety
        This Agreement represents the entire understanding and agreement
        between the parties with respect to the subject matter of this
        Agreement, and supersedes all other negotiations, understandings and
        representations, if any, made by and between the parties.  No
        representations, inducements, promise or agreements, oral or otherwise,
        if any, not embodied in this Agreement shall be of any force and
        effect.  

        This Agreement shall remain valid and in effect to the fullest extent
        possible between the two parties with respect to the subject matter
        hereof and to the extent the provisions hereof are not superseded by
        subsequent agreements between the two parties. 

   9.  Non-Enforcement 
        A party's failure at any time to enforce any of the provisions of this
        Agreement or any right with respect thereto, will not be construed to
        be a waiver of such provision or right, nor to affect the validity of
        this Agreement.  The exercise or non-exercise by a party of any right
        under the terms or covenants herein shall not preclude or prejudice the
        exercising thereafter of the same or other rights under this Agreement.

  10.  Severability 
        If any provision of this Agreement is contrary to, prohibited by, or
        deemed invalid under applicable law or regulation, such provision shall
        be inapplicable and deemed omitted to the extent so contrary,
        prohibited or invalid, but the remainder of this Agreement shall not be
        invalidated thereby and shall be given full force and effect so far as
        possible.

                                      3<PAGE>
  11.  Governing Law and Jurisdiction
        Unless otherwise required under specific laws of the United States,
        this Agreement shall be governed by, construed, and enforced in
        accordance with the laws of the State of Florida.

  12.  Modifications and Future Agreements
        This agreement may only be modified in writing, signed by duly
        authorized representatives of the each party hereto.  Nothing herein is
        intended to prevent any future agreements from being made between the
        parties.

  13.  Notices
        All notices, requests, consents and other communications required or
        permitted under this Agreement shall be in writing and shall be hand
        delivered by messenger or courier service, or mailed (airmail if
        international) by registered or certified mail (postage prepaid),
        return receipt requested, addressed to:

        If to API:                                  If to LDT:

        Access Power, Inc.                          LDT Net Com, Inc.
        Suite 100                                   679 Third Street South
        10033 Sawgrass Drive West                   Jacksonville Beach, FL 32250
        Ponte Vedra Beach, FL 32082 
        Attn:  Glenn Smith, President               Attn:  Paul Rosenbloom, 

        or to such other address as a  party may designate by notice complying
        with the terms of this Section.  


IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement.


LDT NET COM, INC.

By: /s/ Paul S. Rosenbloom
     Paul S. Rosenbloom, Vice President



ACCESS POWER, INC.

By: /s/ Glenn Smith
     Glenn Smith, President

                                      4