Exhibit 10.1

                        AGREEMENT OF PURCHASE AND
                             SALE OF ASSETS

          This Agreement is made as of the____ day of  December 1997,
between NetRom , Inc., ("NetR"), a California Corporation and Tri-National
Development Corp. ("TND"), a Wyoming Corporation.

WHEREAS, "NetR" desires to purchase from "TND" and "TND" desires to sell to
"NetR", upon the terms and subject to the conditions of this Agreement, the
properties of "TND" described in Paragraph 1.01 in exchange for cash, stock
and construction and management agreements from "NetR" described in
Paragraph 1.02.  In consideration of the mutual covenants, agreements,
representations and warranties contained in this Agreement, the parties
agree as follows;

ARTICLE I - Purchase and Sale of Assets
     1.1  Sale of Assets
          The assets to be conveyed, transferred, signed, and delivered, as
          provided by this Agreement, shall, without limitation, include 50
          acres of the property, (see Exhibit A-Legal Description) known as
          Hills of Bajamar owned by Planificacion y Desarrollo Regional
          Jatay, S.A. de C.V., ("PDRJ") a Mexican Corporation,  a wholly-
          owned subsidiary of "TND", but does not include any other assets
          of  "TND" or ("PDRJ"). The 50 acres will transferred to "NetR" at
          a price of $60,000 per acre, for a total purchase price of
          $3,000,000. The price and terms for the property is based on arms
          length negotiations between the parties and is subject to the
          both Board of Directors approval. 

          1.02 Considerations
               As full payment for the transfer of the assets by "TND" to
               "NetR", "NetR" shall deliver at the closing, the following:

               (i)  Stock: "NetR" shall deliver to "TND", at closing,
                    1,000,000 shares of its Preferred Stock at a value of
                    $3.00 per share for a total value of $3,000,000. This
                    $3,000,000 of Preferred Stock will be accumulate
                    interest at 15% per annum and the principal and
                    interest will be convertible into "NetR" common stock
                    at $3.00 per share or market price for the 10 day
                    average prior to the day of conversion, which ever
                    price is less, but in no event less than $1.50 per
                    share. The conversion date is at "TND"s option,
                    however, no sooner than twelve months (12) from the
                    date hereof and in no case later than 15 days after the
                    common stock trades at or above a market price of $4.00
                    per share or more for a period of 30 consecutive days.
                    Additionally, "NetR' will provide "TND" with warrants
                    to purchase 1,000,000 shares of "NetR" at a price of
                    $1.25 per share presuming that "NetR" achieves its
                    stated projection of $.31 per share in earnings for the
                    year ending December 31, 1998. In the event that "NetR"
                    falls below the $.31 per share, but no lower than $.21
                    in earnings for that period , then the warrant price
                    will fall to $1.00 per share. Further if the earnings
                    fall to between $.11 and $.21per share then the option
                    price will be reduced to $.75 per share and in the
                    event that the earnings fall below $.11 per share then
                    the option price will be $.50 per share.

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               (ii) Construction and Management Agreements.  It is
                    understood that "NetR"' intends to proceed with the
                    development of a Multi Media Production Studio. "NetR"
                    shall execute construction and management agreements,
                    dated as of the closing date, which will provide "TND"
                    with a management fee to be agreed for the construction
                    of facilities to be located on the 50 acres, as well as
                    a annual management fee to be agreed. This provision
                    and all other aspects of this agreement and any
                    amendments hereto or modifications hereof shall be
                    binding upon the parties hereto and their respective
                    heirs, successors and assigns. The agreement will also
                    contain language that allows "TND" to review and pre-
                    approve any usage for the property other than as a Studio.

               (iii) It is further agreed that "TND" will provide "NetR"
                     annually with three consecutive weeks of useage of the
                     intended Automotive Racing Facility if and when
                     completed, which will adjoin "NetR" acreage, for the
                     setup and participation of  "X Games". This will be
                     for the sole and exclusive benefit of "NetR",
                     including but not limited to filming and syndication
                     purposes.

               (iii) Closing: The closing is to take place on or before
                     December 31, 1997.

1.03 Taxes
     "NetR" shall pay all taxes and fees, excluding "TND"s income taxes,
     arising out of the transfer of the assets.

ARTICLE 2 - Representations and Warranties of "TND" 
     2.01 Warranties-"TND" represents and warrants that:

               (i)  Organization. "TND" is a corporation duly organized,
                    validly existing, and in good standing under the laws
                    of Wyoming, has all necessary corporate powers to own
                    and sell its properties and carry on its business as
                    now owned and operated by it and is in good standing in
                    the State of Wyoming.

               (ii) Title. "TND" through its wholly owned subsidiary is the
                    owner, beneficially and of record, of all the assets
                    identified or referred to in paragraph 1.01 which as of
                    closing shall be free and clear of all liens,
                    encumbrances, security agreements and any other
                    restrictions.

     2.02 Absence of Changes. Since April 30, 1997, there has not been and
          will not at closing be any changes in the financial condition or
          operations of "TND", except changes in the ordinary course of 
          business, which changes have not in the aggregate  been
          materially adverse to "NetR"'s interests.

     2.03 Compliance With Laws

          "TND" represents that, to the best of its knowledge, it has
          complied with, and is not in violation of, any applicable
          federal, state or local statutes, laws or regulations, affecting
          the assets or operation of the business of "TND", both in Mexico
          and in the United States.


     2.04 No Breach or Violation

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          The consummation of the transaction contemplated by this
          Agreement shall not result in or constitute any of the following;

          (i)  A breach of any term or provision of this agreement;

          (ii) A default or event that, upon notice or lapse of time or
               both, would be a default, breach or violation of the
               Articles of Incorporation or Bylaws of "TND", or any lease,
               license, promissory note, contract, commitment or other
               agreement, instrument or arrangement to which "TND" is a
               party;
          (iii)An event that would permit any party to terminate any
               agreement.

     2.06 Authority 

          "TND" has the right, power, legal capacity and authority to enter
          into and perform its respective obligations under this Agreement,
          subject only to Board of Director approval, which should be
          secured  prior to closing.

     2.07 Full Disclosure

          None of the representations and warranties made by "TND",
          hereunder, or on its behalf, contains or shall contain any untrue
          statement of material fact, or omits or shall omit any material
          fact the, omission of which would be misleading.

ARTICLE 3 - "NetR"'s Representations and Warranties

     "NetR" represents and warrants that:

          (i)  Organization.  "NetR" is a corporation duly organized,
               validly existing, and in good standing under the laws of the
               State of California, has all necessary corporate powers to
               own and sell its properties and carry on its business as now
               owned and operated by it and is in good standing in
               California.

          (ii) Pre-existing Relationship.   "NetR" has sufficient knowledge
               of  "TND" and of a nature and duration that has enabled it
               to evaluate the business and financial circumstances of
               "TND" and the risks and merits of this acquisition.

ARTICLE 4 - Obligations Before Closing
     4.01 "TND"'s Covenants

          "TND" covenants that from the date of this Agreement until the
          closing:

          (i) Access to Information.  "NetR" and its representatives shall
have, full access during all business hours to all properties, books,
accounts, records, contracts, and documents of, or relating to the assets
and property of "TND" being sold hereunder.
          (ii) Conduct of Business.  "TND" shall carry on its business and
activities diligently and in substantially the same manner as it previously
has been carried on, and shall not institute or use any unusual or novel
methods of manufacture, purchase, sale, lease, management, accounting or

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operation that shall vary materially from those methods used by  "TND" as
of the of this Agreement.

     4.02 Warranties at Closing
          All representations and warranties of "NetR" and "TND" set forth
in this Agreement, shall also be true and correct as of the closing date as
if made on that date.

ARTICLE 5 - Conditions Precedent to "NetR"'s Performance

     5.01 Conditions

     The obligations of "NetR" to purchase the assets under this agreement
     are subject to the satisfaction, at or before the closing, of all the
     conditions set out below in this Article 5. "NetR" may waive any or
     all of these conditions in whole or in part without prior notice.

     5.2  Accuracy  of Representations 

     Except as  otherwise set forth in this Agreement, all representations
     and warranties by "TND" in this Agreement shall be true on and as of
     the closing date as though made at  that time.

     5.03 Performance of "TND"

     "TND" shall have performed, satisfied and complied with all covenants,
     agreements and conditions required by this Agreement to be performed
     or complied with by it on or before the closing date.  During the
     period from execution of this Agreement by both parties to the closing
     date, there shall not have been any material adverse change in the
     financial condition or the results of operations of "TND" and "TND"
     shall  not have sustained any material loss or damage to its assets,
     whether or not insured, that materially affects its ability to conduct
     a material part of its business.

     5.04 Absence of Litigation

     No action, suit or proceeding before any court or any governmental
     body or authority, pertaining to the transaction contemplated by this
     Agreement, shall have been instituted or threatened on or before the
     closing date,

     5.05 Consents
          --------

     All necessary agreements and consents to the consummation of the
     transaction contemplated by this Agreement, if any, shall have been
     obtained by "TND" and delivered to "NetR" at or before closing. 
     Further this agreement shall be subject to approval of "TND"'s outside
     legal and tax counsel prior to closing.

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ARTICLE 6 - Conditions Precedent to "TND"'s Performance  

     6.01 Conditions.

     The obligations of "TND" to sell and transfer the assets under this
     Agreement are subject to the satisfaction, at or before the closing,
     of all the following conditions in this Article 6.

     6.02 Accuracy of Representations.
     Except as otherwise set forth in this Agreement, all representations
     and warranties by "NetR" in this Agreement shall be true on and as of
     the closing date as though made at that time.

     6.3  "NetR"'s Warranties.

     All representations and warranties by "NetR" contained in this
     Agreement shall be true on and as of the closing date as though such
     representations and warranties were made on and as of that date.

     6.4  Absence of Litigation.

     No action, suit or proceeding before or any  governmental body or
     authority, pertaining to the transaction contemplated by this
     Agreement, shall have been instituted or threatened  on or before the
     closing date.

     6.05 "NetR"'s Performance
     "NetR" shall have performed and complied with all covenants and
     agreements, satisfied all conditions required by this Agreement to
     perform, comply with, or satisfy, before or after closing.

     6.06 Consents

     All necessary agreements and consents to the consummation of the
     transaction contemplated by this Agreement, if any, shall have been
     obtained by "TND" and delivered to "NetR" at or before closing.
     Further, this agreement shall be subject to the approval of "NetR"s
     outside legal and tax counsel prior to closing.

ARTICLE 7 - The Closing

     7.01 Closing

     The closing of the purchase and sale described herein shall take place
     on or before December 31, 1997 at 10:00 A.M. Pacific Time, at the
     offices of "TND" 480 Camino del Rio South, San Diego, California or at
     another time and place agreeable to the parties.



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     7.02 "TND"'s Obligations

     At the, closing, "TND" shall deliver or cause to be delivered to
     "NetR":

     i) Instruments of placement of all assets or other property of "TND"
     being acquired hereunder by "NetR"into an escrow, with title being
     available subject only to receipt by "TND" of full payment pursuant to
     this agreement.


     7.03 "NetR"'s Obligations

     "NetR" shall  execute and deliver to "TND":

     (i)  Preferred Stock as described in paragraph 1.02 (i) in a form
          acceptable to "TND".
     (ii) Construction and Management agreements as identified in Paragraph
          1.02 (ii).

Article 8 - Costs

     8.01 Broker

     Each of the parties represents and warrants that they have dealt with
     no outside broker as a broker or finder in connection with the
     transactions contemplated by this Agreement, and, insofar as it knows,
     no broker or other person is entitled to any commission or finder's
     fee in connection with any of these transactions. Each party agrees
     that it will be responsible for it's own commission arrangements.

     8.02 Expenses

     Each of the parties shall pay all costs and expenses incurred or to be
     incurred by it in negotiation and preparation of this Agreement and in
     closing and carrying out the transactions contemplated by this
     Agreement.

ARTICLE 9 - Form of Agreement

     9.01 Headings

     The subject Headings of the paragraphs and  subparagraphs of this
     Agreement are included for purposes of convenience only, and shall not
     affect the construction or interpretation of any of its provisions.

     9.02 Modification and Waiver

     This Agreement constitutes the agreement between the parties
     pertaining to the subject matter contained in it and supersedes all
     prior and contemporaneous agreements, representations, and
     understandings of the parties. No supplement, modification, or
     amendment of this Agreement shall be binding unless executed in
     writing by all the parties.  No waiver of any of the provisions of
     this Agreement shall be deemed, or shall constitute, a Waiver of any
     other provisions, whether or not similar, nor shall any Waiver
     constitute a continuing waiver.  No waiver shall be binding unless
     executed in writing by the party making the waiver.

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     9.03 This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

ARTICLE 10 - Parties

     10.01     Rights of Parties

     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 to it and their respective
     successors and assigns, nor is anything in this Agreement intended to
     relieve or discharge the obligation or liability of any third persons
     to any party to this agreement, nor shall any provision give any third
     persons any right of subrogation or action over or against any party
     to this Agreement.

     10.02     Assignment

     This Agreement shall be binding on, and shall inure to the benefit of
     the parties to it and their respective heirs, legal representatives,
     successors, and assigns; provided, however, "NetR" may not assign any
     of its rights under it, except to a wholly owned subsidiary
     corporation of the "NetR".  No such assignment by "NetR" to its wholly
     owned subsidiary shall relieve "NetR" of any of its obligations or
     duties under this Agreement.

ARTICLE 11 - Remedies

     11.01     Arbitration

     Any controversy or claim arising out of or relating to this Agreement,
     or the making, performance, or interpretation thereof, shall be
     settled by arbitration in San Diego, California in accordance with the
     Rules of the American Arbitration Association then existing, and
     judgment on the arbitration award may be entered in any court having
     jurisdiction over the subject matter of the controversy.

     11-02     Time is of the Essence

     Time is of the essence as to this agreement.

ARTICLE 12 - Nature and Survival of Representations and Obligations

     12.01     Effect of Closing

     All representations, warranties, covenants, and agreements of the
     parties contained in this Agreement, or in any instrument,
     certificate, opinion or other writing provided for in it, shall.
     survive the closing.


ARTICLE 13 - Notices

     All notices, requests, demands and other communications under this
     Agreement shall be in  writing and shall  be deemed to have been duly
     given on the date of service if served personally on the party to whom
     notice is to be given, or on the third day after mailing if mailed to
     the party to whom notice is to be given, by first class mail,
     registered or certified, postage prepaid, and properly addressed as
     follows:

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     To "NetR" at:            Att: Mr. Thomas Carter, President
                              NetRom, Inc.
                              1770 Kettner Ave.
                              San Diego, California

     To "TND" at:             Att: Mr. Michael Sunstein
                              480 Camino del Rio South #140
                              San Diego, California 92108

     Any party may change its address for purposes of this paragraph by
     giving the other party written notice of the new address in the manner
     set forth above.

ARTICLE 14 - Governing Law

     This Agreement shall be construed in accordance with, and governed by,
     the laws of the State of California.

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

     THIS AGREEMENT IS SUBJECT TO THE BOARD OF DIRECTORS APPROVAL OF BOTH
     COMPANIES, AS WELL AS THE APPROVAL OF "NETR" PREFERRED STOCK AS
     REQUIRED BY THIS AGREEMENT, PRIOR TO DECEMBER 31, 1997.

     "NetR":
               NetRom, Inc.
               by________________________ 
               Thomas Carter, President

     "TND":
               Tri-National Development Corp.
               by_________________________
               Michael A. Sunstein, President & CEO