Exhibit 2.6
                                  -----------



                          Category 5 Technologies, Inc.

                                November 25, 2001

Exposure International, LLC
410 Seventeenth Street, 6th Floor
Denver, CO 80202

Re: Indigio Directory Software

Gentlemen:

         The  purpose  of  this  agreement  is to set  forth  the  terms  of the
acquisition of all the  membership  interest of Exposure  International,  LLC, a
Colorado  limited  liability  company  ("Exposure")  by Category 5 Technologies,
Inc., a Nevada  corporation  ("Category 5"). The assets owed by Exposure consist
of the Indigio E-Mail Software (the  "Assets").  Category 5 proposes to purchase
the membership  interest of Exposure  subject to the following  conditions terms
and conditions.

         1.  Exchange.  Category 5 will  purchase  the  membership  interest  of
Exposure which entity owns all of the Indigio E-Mail software.

         2.  Consideration.  Category  5 will  purchase  all  of the  membership
interest in Exposure for  consideration  consisting of $12,500 in cash,  payable
immediately.

         3.  Access.  Unless and until this  Agreement is  terminated,  Exposure
shall  provide to  Category 5  complete  access to the Assets and to  Exposure's
books and records and shall cause the directors, officers, employees, attorneys,
accountants,  consultants,  advisers,  and other agents and  representatives  of
Exposure  to  cooperate  fully  with  Category  5  and  its  representatives  in
connection with Category 5's due diligence review of the Assets.

         4. Conditions to Closing. It is understood that the rights,  duties and
obligations  of each of the parties  hereto to proceed with this  acquisition is
conditioned  upon  (a)  approval  by the  Category  5 Board  of  Directors,  (b)
satisfactory  due diligence  review of the Assets.  In addition to these general
conditions,  the  following  specific  conditions  shall be  satisfied  prior to
entering into the Collaboration under the definitive documents:

              (i) no action or proceeding  against  Exposure or its Assets shall
have been instituted  before a court or other  governmental  body, or shall have
been threatened which, if successful,  will prohibit the consummation or require
substantial rescission of the transactions contemplated by this Agreement;

       4505 South Wasatch Boulevard, Suite 370, Salt Lake City, Utah 84124

                       801.424.2999 phone 801.424.2992 fax




<PAGE>




Exposure International, LLC
Page 2

              (ii) The Chapter 7 Trustee for  Mancala,  Inc.  shall  approve the
sale of  certain  software  components  used to create  the  Assets to  Exposure
International, LLC;

              (iii) Each of the parties  hereto  shall have taken all  corporate
and shareholder  action  necessary to authorize and consummate the  transactions
contemplated by this Agreement;

         5.  Costs.  Each  party  shall bear its own costs  associated  with the
transactions and due diligence contemplated hereby.

         6.  Closing.  It is intended  that the  closing of the  purchase of the
Assets shall,  subject to satisfaction of the conditions referred to above, take
place on or about  December  31,  2001 or such later date as may be  required to
obtain the Trustee's  approval in 4(ii) above (the "Closing Date").  The parties
agree  that they will act in good  faith and use their  best  efforts to proceed
with this Agreement, and to complete and satisfy all requisite conditions to the
consummation of the transactions contemplated herein.

         7.   Announcements.   The  parties   shall   cooperate  in  any  public
announcements  of the proposed  acquisition  and no public  announcement  of the
proposed transaction shall be made until this Agreement has been approved by the
respective boards of directors of Category 5 and Exposure.

         If the above  accurately sets forth our intentions,  please execute and
return a copy of this letter.


                                                Very truly yours,



                                                CATEGORY 5 TECHNOLOGIES, INC.

                                                By: /s/Mitchell Edwards
                                                  ---------------------

                                                Name: Mitchell Edwards
                                                     ------------------

                                                Title:  President
                                                      -----------------



As Agreed:

EXPOSURE INTERNATIONAL, LLC

By: /s/Tim Higgins
  -------------------------

Name: Tim Higgins
     ----------------------

Title:   Managing Director
      ---------------------