EXHIBIT 2.3
                                MERGER AGREEMENT


                          AGREEMENT AND PLAN OF MERGER
                                     BY AND
                                      AMONG


                            HERITAGE WORLDWIDE, INC.
                             A DELAWARE CORPORATION,
                            PIP ACQUISITION II, INC.,
                             A DELAWARE CORPORATION


                                       AND


                                  OS MXM, INC.
                             A DELAWARE CORPORATION


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                         LIST OF SCHEDULES AND EXHIBITS
                                       TO
                          AGREEMENT AND PLAN OF MERGER

SCHEDULES

     Company  Disclosure  Schedule
     Schedule  4.2(d)    OS  Financial  Statements
     Schedule  4.2(i)    OS  Legal  Proceedings
     Schedule  4.2(g)    OS  Liabilities
     Schedule  4.2(m)    OS  Absence  of  Certain  Changes  or  Events
     Schedule  4.2(n)    OS  Compliance  with  Law

EXHIBITS

     Exhibit  2.2(a)     Escrow  Agreement
     Exhibit  6.1(a)     Company  Certified  Resolutions
     Exhibit  6.1(b)     Opinion  of  Counsel  to  the  Company
     Exhibit  6.1(c)     Opinion of Special Securities Counsel to Company re
                         Rule 504
     Exhibit  6.1(d)     Company's  Instruction  Letter  to  Transfer  Agent
     Exhibit  6.1(e)     Acquisition  Certified  Resolutions
     Exhibit  6.1(f)     Company  Officer's  Certificate
     Exhibit  6.1(h)     Acquisition  Officer's  Certificate
     Exhibit  6.2(a)     OS  Certified  Resolutions
     Exhibit  6.2(b)     Opinion  of  OS  counsel
     Exhibit  6.2(c)     Opinion  of  Special  Securities  Counsel  to OS re
                         Rule 504
     Exhibit  6.2(e)     OS  Officer's  Certificate


<PAGE>

     AGREEMENT  AND  PLAN  OF  MERGER (this "Agreement"), dated as of October 9,
2003,  by  and  among  Heritage  Worldwide,  Inc.,  a  Delaware corporation (the
"Company"), PIP Acquisition II, Inc., a Delaware corporation ("Acquisition") and
OS  MXM,  Inc.,  a  Delaware  corporation  ("OS").

                                    RECITALS

     WHEREAS,  the  Company  and OS desire to merge Acquisition with and into OS
whereby  OS  shall  be the surviving entity pursuant to the terms and conditions
set  forth  herein  and  whereby the transaction is intended to qualify as a tax
free  reorganization  pursuant to Section 368(a) of the Internal Revenue Code of
1986,  as  amended  (the  "IRC"),  to  the  extent  permitted by applicable law;

     WHEREAS, in furtherance of such combination, the Boards of Directors of the
Company,  Acquisition  and  OS have each approved the merger of Acquisition with
and  into  OS  (the  "Merger"), upon the terms and subject to the conditions set
forth  herein,  in  accordance  with  the  applicable provisions of the Delaware
General  Corporation  Law  (the  "DGCL").

     WHEREAS, the stockholder of OS desires to exchange all of its shares of the
capital  stock of OS (the "OS Capital Stock") for shares of the capital stock of
the Company (the "Company Capita Stock l") as a tax free reorganization pursuant
to  Section  368(a)  of  the  IRC,  to  the  extent permitted by applicable law;

     WHERAS,  just  prior  to  the  Merger,  OS's  1% Convertible Debentures Due
October  9,  2008 in the aggregate principal amount of Nine Hundred Ninety Eight
Thousand  Seven Hundred Fifty Dollars ($998,750) (the "OS First Debentures") and
OS's 1% Convertible Debenture Due October 9, 2008 in the principal amount of One
Thousand  Two  Hundred  Fifty  Dollars  ($1,250) (the "OS Second Debenture" and,
together with the OS First Debentures, the "OS Debentures") are convertible into
shares  of  OS common stock par value [$0.001] per share (the "OS Common Stock")
pursuant  to  the  terms  of  the  OS  Debentures and the Purchase Agreement (as
defined  below) and upon the consummation of the Merger will be convertible into
an equivalent number of shares of the Company's common stock, par value [$0.001]
per  share  (the  "Company  Common  Stock")  (the  "Company Underlying Shares");

     WHEREAS,  upon the effectiveness of the Merger and pursuant to the terms of
this Agreement and the Purchase Agreement, the Company Underlying Shares will be
substituted  for  the  OS  Underlying  Shares,  the  Company  will  assume  the
obligations,  jointly  and  severally,  with  OS under the OS Debentures and the
Company  will  assume  the  obligations  of  OS  under  that certain Convertible
Debenture  Purchase Agreement dated even date herewith between OS and HEM Mutual
Assurance  LLC  ("HEM")  (the "Purchase Agreement") and OS will be released from
certain  of  such  obligations;  and

     WHEREAS,  all  defined  terms  used herein and not otherwise defined herein
shall  have  the  meanings  ascribed  to  such  terms in the Purchase Agreement.


<PAGE>

     NOW,  THEREFORE, in consideration of the foregoing and the mutual covenants
and  agreements  herein contained, and intending to be legally bound hereby, the
parties  agree  as  follows:

                                    ARTICLE I

                                   THE MERGER

     1.1     The  Merger.  At  the  Effective  Time (as hereinafter defined) and
             -----------
subject  to  and  upon  the terms and conditions of this Agreement and the DGCL,
Acquisition  shall be merged with and into OS pursuant to the Merger.  Following
the  Merger,  OS  shall  continue  as  the surviving corporation (the "Surviving
Corporation")  and  the separate corporate existence of Acquisition shall cease.
As  part  of  the Merger and as more fully described in Section 2.1, (i) the One
Thousand  (1,000)  issued and outstanding shares of the OS Common Stock shall be
exchanged  for Company Common Stock at the Exchange Ratio (as defined below) and
(ii)  each  share  of Acquisition's issued and outstanding of  common stock, par
value  $.001 per share (the "Acquisition Common Stock"), shall be converted into
one  validly  issued,  fully  paid and non-assessable share of common stock, par
value  of  $.001  per  share,  of  the  Surviving  Corporation  (the  "Surviving
Corporation  Common  Stock").

     1.2     Effective  Time.  The  Merger  shall  be consummated as promptly as
             ---------------
practicable after satisfaction of all conditions to the Merger set forth herein,
by  filing with the Secretary of State of the State of Delaware a certificate of
merger  (the  "Certificate  of  Merger"),  and  all other appropriate documents,
executed  in  accordance  with  the relevant provisions of the DGCL.  The Merger
shall  become  effective upon the filing of the Certificate of Merger.  The time
of  such  filing  shall  be  referred  to  herein  as  the  "Effective  Time."

     1.3     Effects  of  the  Merger.  At  the  Effective Time, all the rights,
             ------------------------
privileges,  immunities,  powers  and  franchises  of Acquisition and OS and all
property, real, personal and mixed, and every other interest of, or belonging to
or  due  to  each of Acquisition and OS shall vest in the Surviving Corporation,
and  all  debts,  liabilities,  obligations  and  duties  of Acquisition and OS,
including,  without limitation, the performance of all obligations and duties of
OS  pursuant  to  the  Purchase  Agreement,  the OS Debentures and the exhibits,
schedules  and  all  documents  executed  in  connection  therewith or any other
Transaction  Document  (as  defined in the Purchase Agreement), shall become the
debts,  liabilities, obligations and duties of the Surviving Corporation (except
as assumed by the Company) without further act or deed, all in the manner and to
the  full  extent  provided  by  the  DGCL.  Whenever  a conveyance, assignment,
transfer,  deed  or other instrument or act is necessary to vest any property or
right in the Surviving Corporation, the directors and officers of the respective
constituent corporations shall execute, acknowledge and deliver such instruments
and  perform  such  acts,  for  which  purpose  the  separate  existence  of the
constituent  corporations  and  the  authority of their respective directors and
officers  shall  continue,  notwithstanding  the  Merger.


<PAGE>

     1.4     Certificate  of Incorporation.  The Certificate of Incorporation of
             -----------------------------
OS,  as  in  effect  immedi-ately  prior  to  the  Effective  Time, shall be the
Certificate  of Incorporation of the Surviving Corporation and thereafter may be
amended  or  repealed  in  accordance  with  its  terms  and  applicable  law.

     1.5     By-Laws.  At  the  Effective Time and without any further action on
             -------
the  part  of  Acquisition and OS, the By-laws of OS shall be the By-laws of the
Surviving  Corporation  and  thereafter may be amended or repealed in accordance
with  their  terms  or  the  Certificate  of  Incorporation  of  the  Surviving
Corporation  and  as  provided  by  law.

     1.6     Directors.  The  directors  of  Acquisition  at  the Effective Time
             ---------
shall  be the directors of the Surviving Corporation, until the earlier of their
resignation or removal or until their respective successors are duly elected and
qualified,  as  the  case  may  be.

     1.7  Officers.  The  officers of Acquisition at the Effective Time shall be
        --------
the  officers  of  the  Surviving  Corpora-tion,  until  the  earlier  of  their
resignation  or  removal or until their respective successors are duly appointed
and  qualified,  as  the  case  may  be.

     1.8  Tax-Free  Reorganization.  The parties intend that the Merger shall be
        ------------------------
treated  as  a tax-free reorganization pursuant to Section 368(a) of the IRC, to
the  extent  permitted  by  applicable  law.

                                   ARTICLE II
             CONVERSION OF OS SHARES AND ASSUMPTION OF OS DEBENTURES

     2.1     Conversion  and  Cancellation  of  OS  Common  Stock.  As  of  the
             ----------------------------------------------------
Effective  Time,  by  virtue of the Merger and without any action on the part of
the Company, Acquisition or OS or the holders of any shares of the capital stock
of  Acquisition  or  OS:

          (a)     Subject  to the provisions of Sections 2.4 and 2.5, each share
of  OS  Common  Stock  (the  "OS  Common  Stock  Shares") issued and outstanding
immediately  prior  to  the  Effective  Time  (other  than  shares  canceled  in
accordance  with Section 2.1(b) and other than with respect to the escrow shares
deposited  by OS with the Escrow Agent (as defined below) in accordance with the
Purchase  Agreement  (the  "OS  Escrow  Shares")  which  shall  be automatically
cancelled  and  replaced  with  an  equal  number  of  Company  Escrow Shares in
accordance with Section 2.2, shall be converted into 0.10 (the "Exchange Ratio")
of  a validly issued, fully paid and nonassessable share of Company Common Stock
(the  "Company  Common Stock Shares").  As of the Effective Time, each OS Common
Stock  Share  shall no longer be outstanding and shall automatically be canceled
and  cease to exist, and each holder of a certificate representing any OS Common
Stock  Share  shall cease to have any rights with respect thereto other than the
right  to  receive  Company  Common  Stock  Shares to be issued in consideration
therefor  upon  the  surrender  of  such  certificate,  properly endorsed to the
Company.


<PAGE>

          (b)     Each  share of OS Capital Stock held in the treasury of the OS
and  each  share  of  OS  Capital Stock owned by Acquisition or Company shall be
canceled  without  any  conversion thereof and no payment, distribution or other
consideration  shall  be  made  with  respect  thereto.

          (c)     Each  issued and outstanding share of Acquisition Common Stock
shall  be  converted into one validly issued, fully paid and nonassessable share
of  Surviving  Corporation  Common  Stock.

     2.2     Escrow  Materials.  (a)  At  the  Post-Closing,  the  Company shall
             -----------------
deposit  into  escrow  with  Gottbetter  &  Partners,  LLP, as escrow agent (the
"Escrow Agent") the following, which are hereinafter collectively referred to as
the  "Escrow Materials," (i) the escrow agreement annexed hereto and made a part
hereof  as  EXHIBIT  2.2(A)  (the  "Escrow  Agreement"),  (ii)  certificates
            ---------------
representing  Ten  Million  (10,000,000)  shares  of  duly issued Company Common
Stock,  without  restriction  and  freely  tradable  pursuant  to  Rule  504  of
Regulation  D  of  the  Securities  Act  (the "Company Escrow Shares"), in share
denominations  specified  by  the  Purchaser,  registered  in  the  name  of the
Purchaser and/or its assigns; and (iii) a power of attorney  with respect to the
Company Underlying Shares and the Company Escrow Shares,  in the form annexed to
the  Escrow  Agreement  as  Appendix  I.  At  the Post-Closing, upon the Company
fulfilling its obligations under this Section 2.2, Escrow Agent shall release to
the  Company the OS Escrow Shares cancelled in accordance with Section 2.1.  The
Escrow  Materials  shall  be  held  in  escrow  in  accordance  with  the Escrow
Agreement.  The  Escrow  Materials  shall  be  released  from  escrow  only  in
accordance  with  this  Section  2.2,  the Purchase Agreement, the Notes, the OS
Debentures  and  the  Escrow  Agreement.

          (b)  Upon  the  effectiveness  of  the  Merger  and in accordance with
Section  2.7  hereof, the Company shall substitute the Company Underlying Shares
and  the  Company  Escrow  Shares for the OS Underlying Shares and the OS Escrow
Shares  with regard to all of the rights and obligations, specifically including
the  conversion  rights, under the OS Debentures, and the OS Escrow Shares shall
be  cancelled.

     2.3  [Intentionally  left  blank].
          ----------------------------

     2.4     Adjustment  of  the Exchange Ratio. In the event that, prior to the
             ----------------------------------
Effective Time, any stock split, combination, reclassification or stock dividend
with  respect  to  the  Company  Common  Stock or OS Common Stock, any change or
conversion  of  Company Common Stock or OS Common Stock or into other securities
or  any  other dividend or distribution with respect to the Company Common Stock
or  OS Common Stock (other than regular quarterly dividends) should occur or, if
a record date with respect to any of the foregoing should occur, appropriate and
proportionate  adjustments  shall  be made to the Exchange Ratio, and thereafter
all references to an Exchange Ratio shall be deemed to be to such Exchange Ratio
as  so  adjusted.

     2.5     No  Fractional  Shares.  No  certificates  or  scrip  representing
             ----------------------
fractional shares of Company Common Stock shall be issued upon the surrender for
exchange  of certificates and such fractional share shall not entitle the record


<PAGE>

or  beneficial  owner thereof to vote or to any other rights as a stockholder of
the Company.  The number of shares of Company Common Stock to be issued shall be
rounded  up  to  the  nearest  whole  share.

     2.6     Further  Assurances.  If  at  any time after the Effective Time the
             -------------------
Surviving  Corporation  shall  consider  or  be advised that any deeds, bills of
sale,  assignments  or  assurances  or  any  other acts or things are necessary,
desirable  or proper (a) to vest, perfect or confirm, of record or otherwise, in
the  Surviving  Corporation, its right, title or interest in, to or under any of
the rights, privileges, powers, franchises, properties or assets of either OS or
Acquisition  or  (b)  otherwise to carry out the purposes of this Agreement, the
Surviving  Corporation  and its proper officers and directors or their designees
shall  be  authorized  (to  the  fullest extent allowed under applicable law) to
execute and deliver, in the name and on behalf of either OS or Acquisition , all
such deeds, bills of sale, assignments and assurances and do, in the name and on
behalf  of  OS  or  Acquisition,  all  such  other  acts  and  things necessary,
desirable or proper to vest, perfect or confirm its right, title or interest in,
to  or  under  any of the rights,  privileges, powers, franchises, properties or
assets  of  OS  or  Acquisition,  as  applicable, and otherwise to carry out the
purposes  of  this  Agreement.

     2.7  OS  Debentures.  (a)  As  of  the Effective Time, the Company assumes,
          --------------
jointly and severally with OS, all of the obligations and responsibilities under
the OS Debentures to the holder or holders of the OS Debentures. With respect to
the  OS  Debentures, at the Effective Time, the Company shall (i) replace the OS
Underlying  Shares,  with  the  Company  Underlying  Shares and (ii) replace the
Escrow  Shares  deposited  by  OS  with the Escrow Agent with the Company Escrow
Shares.

          (b)  At the Effective Time, (i) all references in the OS Debentures to
Company  Common  Stock  (as defined in the OS Debentures) shall be references to
Company  Common Stock (as defined herein) and (ii) all references to the Company
(as  defined  in  the  OS  Debentures)  in  the  OS  Debentures shall be read as
references  to  the  Company  (as  defined  herein) as if the OS Debentures were
issued  on  the  date  the OS Debentures were issued, by the Company (as defined
herein),  specifically  including  all calculations in the OS Debentures such as
the  determination  of  the  conversion  price,  the Conversion Price, the Fixed
Conversion  Price  and  the  Floating  Conversion  Price. The Exchange Ratio (as
defined  herein)  shall  have  no  effect on the OS Debentures or the assumption
thereof  by  the  Company  (as  defined  herein).

          (c)  At  the  Effective  Time,  OS  shall assign and the Company shall
assume  all of OS's obligations and covenants under the Purchase Agreement as if
the  Company  executed the Purchase Agreement instead of OS on the date thereof.
At the Effective Time, all references to the Company (as defined in the Purchase
Agreement)  in the Purchase Agreement shall mean the Company (as defined herein)
and  all  references  to  dates  or  tolling  of periods shall be read as if the
Company  (as  defined  herein)  executed  the  Purchase Agreement instead of the
Company  (as  defined  in the Purchase Agreement). At the Effective Time, all of
the  remedies  available  to the current and future holders of the OS Debentures


<PAGE>

under  the  Purchase  Agreement  against the Company (as defined in the Purchase
Agreement)  shall  be  available  against  the  Company  (as  defined  herein).

          (d)  The provisions described in this Section 2.7 shall not be amended
and  shall  be  in  effect  until  the  earlier  of  (i)  the date all of the OS
Convertible  Debentures have been converted into Company Common Stock Shares and
(ii)  six  (6)  years  from  the  date  the  OS  Debentures  were  issued.

          (e) The current and future holders of the OS Debentures shall be third
party  beneficiaries  of  this  Agreement.  There  shall be no other third party
beneficiaries  to  this  Agreement  or  any  part  hereof.

                                   ARTICLE III
                                     CLOSING

     Subject  to  satisfaction  of  the  conditions to closing set forth in this
Agreement  and  unless this Agreement is otherwise terminated in accordance with
the  provisions contained herein, the closing of the Merger and the Contemplated
Transactions  (the "Post-Closing") shall take place at the offices of Gottbetter
&  Partners,  LLP,  488  Madison  Avenue,  New  York,  New  York  as promptly as
practicable  after  satisfaction  of the conditions set forth in this Agreement,
which  in  no event shall be more than ten days after the Closing Date under the
Purchase Agreement (except if such 10th day is not a Business Day, then the next
Business  Day)  (the  "Post-Closing  Date").

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

     4.1  Representations  and  Warranties  of  the  Company  and  Acquisition.
          -------------------------------------------------------------
Except  as  disclosed in the Reports (as defined below) or in a document of even
date  herewith referring to the representations and warranties in this Agreement
and  delivered  by  Company  to  OS  prior to the execution and delivery of this
Agreement  (the  "Company  Disclosure  Schedule"),  Acquisition  and the Company
hereby  make  the  following  representations and warranties to OS, all of which
shall  survive the Post-Closing, subject to the limitations set forth in Section
8.1  hereof:

          (a)  Organization and Good Standing. Acquisition is a corporation duly
              ---------------------------------
organized,  validly existing and in good standing under the laws of the State of
Delaware,  with full corporate power and authority to conduct its business as it
is  now being conducted, to own or use the properties and assets that it owns or
uses,  and to perform all its obligations under this Agreement. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware, with full corporate power and authority to conduct its
business  as  it is now being conducted, to own or use the properties and assets
that  it  owns  or  uses,  and  to  perform  all  its  obligations  under  this


<PAGE>

Agreement  and,  upon  the  Post-Closing  the  OS  Debentures.  Company  has  no
subsidiaries  other  than Acquisition and other than as set forth on the Company
Disclosure  Schedule  (individually,  a  "Subsidiary"  and  collectively,  the
                                          ----------
"Subsidiaries").  Acquisition  has  no  subsidiaries.  Each  of  the Company and
Acquisition  is  duly  qualified  to  do  business  and is in good standing as a
foreign corporation in each jurisdiction in which either the ownership or use of
the properties owned or used by it, or the nature of the activities conducted by
it,  requires such qualification, except for such failures to be so qualified or
in  good  standing  would  not  have  a  Material  Adverse  Effect.

          (b)  Authority;  No  Conflict.
               ------------------------
               i.  This  Agreement  and  any  agreement  executed  in connection
herewith  by  Company  or  Acquisition  constitute  the legal, valid and binding
obligations  of  the  Company  and  Acquisition, as the case may be, enforceable
against  the  Company  and  Acquisition,  as the case may be, in accordance with
their  respective terms, except as such enforceability is limited by bankruptcy,
insolvency  and  other  laws  affecting  the  rights of creditors and by general
equitable  principles.  The  Company  has  the  absolute and unrestricted right,
power,  authority  and  capacity  to  execute and deliver this Agreement and any
agreement  executed  by it in connection herewith and to perform its obligations
hereunder  and  thereunder.

               ii.  Neither the execution and delivery of this Agreement by each
of  the  Company and Acquisition, nor the consummation or performance by each of
any  of  its respective obligations contained in this Agreement or in connection
with the Contemplated Transactions will, directly or indirectly (with or without
notice  or  lapse  of  time):

                    a. contravene, conflict with or result in a violation of (x)
any  provision of the Organizational Documents of the Company or Acquisition, as
the  case may be, or (y) any resolution adopted by the board of directors or the
stockholders  of  the  Company  or  Acquisition,  as  the  case  may  be;

                    b. contravene, conflict with or result in a violation of, or
give  any  governmental  body  or other Person the right to challenge any of the
Contemplated  Transactions or to exercise any remedy or obtain any relief under,
any Legal Requirement or any Order to which the Company or Acquisition or any of
the  assets  owned  or  used  by  the  Company  or  Acquisition  may be subject;

                    c.  contravene,  conflict  with  or result in a violation or
breach of any provision of, or give any Person the right to declare a default or
exercise  any  remedy under, or to accelerate the maturity or performance of, or
to  cancel, terminate or modify, this Agreement, the OS Debentures (once assumed
by  Company)  or  any  Applicable  Contract;

                    d.  result  in  the  imposition  or creation of any material
encumbrance  upon or with respect to any of the material assets owned or used by
the  Company  or  Acquisition;


<PAGE>

                    e. cause the Company or Acquisition to become subject to, or
to  become  liable  for  the  payment  of,  any  tax;  or

                    f.  cause  any  of  the  assets  owned  by  the  Company  or
Acquisition  to  be  reassessed  or  revalued  by  any taxing authority or other
governmental  body,  except  in  connection  with  the  transfer  of real estate
pursuant  to  this  Agreement  or  the  Contemplated  Transactions,  if  any.

          (c)  Capitalization.  The capitalization of the Company as of June 30,
               --------------
2003  is  as set forth in the Form 10-Q for the period ended March 30, 2003 (the
"March 10-Q"), increased as set forth in the next sentence.  The Company has not
      -----  issued  any  capital  stock  since that date other than pursuant to
(i)  employee  benefit  plans  disclosed  in  the Reports (as defined in Section
4.1(d)), (ii) outstanding warrants, options or other securities disclosed in the
Reports  and (iii) authorized issuances of 60,000 shares of common stock. All of
the  issued  and  outstanding shares of the Company Capital Stock have been duly
authorized  and validly issued and are fully paid and non-assessable. Except for
this  Agreement  and  as  disclosed  in  the  Reports,  there are no outstanding
options, warrants, script, rights to subscribe to, registration rights, calls or
commitments  of  any  character whatsoever relating to, or securities, rights or
obligations convertible into or exchangeable for, or giving any Person any right
to  subscribe  for  or  acquire,  any  shares  of  the  Company Common Stock, or
contracts,  commitments, understandings, or arrangements by which the Company or
any  Subsidiary is or may become bound to issue additional shares of the Company
Common Stock, or securities or rights convertible or exchangeable into shares of
the  Company  Common  Stock.  None  of the outstanding Company Capital Stock was
issued  in  violation  of  the  Securities  Act  or any other legal requirement.

          (d)  Financial Statements. The Company has delivered or made available
               ---------------------
to  OS  copies of its Form 10-K Annual Report for the fiscal year ended December
31,  2002 and copies of its quarterly reports on Form 10-Q for the quarter ended
March  31,  2003,  each  as  filed with the SEC and including, in each case, any
amendments  thereto  (collectively,  the  "Reports").  The  financial statements
contained  in  the  Reports  are in all material respects in accordance with the
books  and records of the Company and have been prepared in accordance with GAAP
applied  on  a  consistent  basis  throughout the periods indicated, all as more
particularly  set  forth  in  the  notes  to  such statements.  The consolidated
balance  sheets contained in such Reports (the "Company Balance Sheets") present
fairly  in  all  material  respects as of their dates the consolidated financial
condition  of  the  Company  and  its subsidiaries.  Except as and to the extent
reflected or reserved against in the Company Balance Sheets (including the notes
thereto),  the  Company did not have, as of the date of any such Company Balance
Sheet,  any  material  liabilities  or obligations (absolute or contingent) of a
nature  customarily  reflected  in  a  balance  sheet or the notes thereto.  The
consolidated  statements of operations, consolidated statements of stockholders'
equity  and  changes  in consolidated statements of cash flows present fairly in
all  material  respects  the  results  of  operations  and  changes in financial
position  of  the  Company  and  its  subsidiaries  for  the  periods indicated.


<PAGE>

          (e)  SEC  Filings.  The  Company  has filed all reports required to be
               ------------
filed  with  the  SEC  under  the  rules and regulations of the SEC and all such
reports  have  complied  in all material respects, as of their respective filing
dates  and  effective  dates,  as  the  case  may  be,  with  all the applicable
requirements  of  the  Securities  Exchange  Act of 1934, as amended.  As of the
respective  filing  and effective dates, none of such reports (including without
limitation,  the  Reports)  contained any untrue statement of a material fact or
omitted  to  state a material fact required to be stated therein or necessary in
order  to make the statements therein, in light of the circumstances under which
they  were  made,  not  misleading.

          (f)  Absence  of Material Adverse Change. Since the date of the latest
               ------------------------------------
Company  Balance Sheets, there have been no events, changes or occurrences which
have  had  or are reasonably likely to have, individually or in the aggregate, a
Material  Adverse  Effect.

          (g)  Issuance  of Company Securities. The Company Common Stock Shares,
               --------------------------------
and  when  issued in accordance with this Agreement, the Purchase Agreement, the
OS  Debentures  and  the Escrow Agreement, the Company Underlying Shares and the
Company  Escrow Shares, shall be duly authorized, validly issued, fully-paid and
nonassessable.  The  Company  currently  has,  and  at  all  times  while the OS
Debentures  are  outstanding will maintain, an adequate reserve of shares of the
Company  Common  Stock  to  enable  it  to  perform  its  obligations under this
Agreement  and  OS  Debentures.  Except as set forth in the Reports, there is no
equity  line  of credit or convertible security or instrument outstanding of the
Company.

          (h)  Undisclosed  Liabilities.  Except as disclosed in any Schedule to
               -------------------------
this  Agreement,  none  of  the Company, Acquisition or the Subsidiaries has any
material  obligations  and  liabilities  (contingent  or otherwise) except those
liabilities (i) that are reflected in the Company Balance Sheets or in the notes
thereto,  or  disclosed  in  the  notes  therein  in accordance with GAAP or, in
accordance  with GAAP, are not required to be so reflected or disclosed, or (ii)
that  were incurred after the date of the Company Balance Sheets in the Ordinary
Course of Business, none of which results from, arises out of, relates to, is in
the  nature  of,  or  was  caused by any breach of contract, breach of warranty,
tort,  infringement, or violation of law or could reasonably be expected to have
a  Material  Adverse  Effect.

          (i)  Taxes.
               -----
               i.  The Company has filed or caused to be filed on a timely basis
all  tax  returns  that  are  or  were  required  to  be filed by it pursuant to
applicable  Legal  Requirements. The Company has paid, or made provision for the
payment  of,  all  taxes  that have or may have become due pursuant to those tax
returns  or  otherwise,  or  pursuant to any assessment received by the Company,
except  such taxes, if any, as are listed in the Company Disclosure Schedule and
are  being  contested  in  good  faith  as  to which adequate reserves have been
provided  in  the  Company  Balance  Sheets.


<PAGE>

               ii.  All  tax  returns filed by the Company are true, correct and
complete  in  all  material  respects.

          (j) Employee Benefits. Except as disclosed in the Reports, the Company
               -----------------
does  not  sponsor  or otherwise maintain a "pension plan" within the meaning of
Section 3(2) of ERISA or any other retirement plan other than the Company Profit
Sharing  and 401(k) Plan and Trust that is intended to qualify under Section 401
of  the Code, nor do any unfunded liabilities exist with respect to any employee
benefit  plan,  past  or  present.  No  employee benefit plan, any trust created
thereunder  or any trustee or administrator thereof has engaged in a "prohibited
transaction,"  as defined in Section 4975 of the Code, which may have a Material
Adverse  Effect.

          (k)  Governmental  Authorizations.  The  Company,  Acquisition and the
               ----------------------------
Subsidiaries  have  all  permits  that  are  legally  required to enable them to
conduct  their  business  in  all  material  respects  as  now  conducted.

          (l)  Legal  Proceedings;  Orders.
               ---------------------------
               i.  Except  as  set  forth  in  the Reports, there is no material
pending  Proceeding:

                    a.  that  has  been  commenced  by  or  against the Company,
Acquisition  or  the  Subsidiaries,  or  any of the assets owned or used by, the
Company,  Acquisition  or  the  Subsidiaries;  or

                    b.  that  challenges,  or  that  may  have  the  effect  of
preventing,  delaying,  making  illegal,  or  otherwise  interfering  with,  any
Contemplated  Transaction.

               ii.  Except  as  set  forth  in  the  Reports:

                    a.  there  is  no material Order to which the Company or the
Subsidiaries,  or any of the assets owned or used by the Company, Acquisition or
the  Subsidiaries,  is  subject;  and

                    b.  no  officer, director, agent, or employee of the Company
or  Acquisition  is  subject  to  any  material Order that prohibits such offer,
director, agent or employee from engaging in or continuing any conduct, activity
or  practice relating to the business of the Company or Acquisition, as the case
may  be.

          (m)  Absence of Certain Changes and Events. Except as set forth in the
               --------------------------------------
Reports,  since  the date of the most recent Company Balance Sheets, the Company
and  the  Subsidiaries  and  Acquisition,  since the date of its inception, have
conducted their business only in the Ordinary Course of Business, and other than
as contemplated by this Agreement or the Contemplated Transactions there has not
been  any:
               i.  change  in  the authorized or issued Company Capital Stock or
the  authorized  or  issued  capital  stock of Acquisition and the Subsidiaries;
grant  of  any  stock option or right to purchase shares of capital stock of the
Company;  issuance of any equity lines of credit, security convertible into such


<PAGE>

capital  stock;  grant  of  any  registration  rights;  purchase,  redemption,
retirement,  or  other  acquisition  or  payment  of  any  dividend  or  other
distribution  or  payment  in  respect  of  shares  of  capital  stock;

               ii.  amendment  to  the  Organizational Documents of the Company,
Acquisition  or  the  Subsidiaries;

               iii.  damage  to  or destruction or loss of any material asset or
property of the Company, Acquisition or the Subsidiaries, whether or not covered
by  insurance,  causing  a  Material  Adverse  Effect;

               iv.  receipt  of  notice  that any of their substantial customers
have  terminated  or  intends to terminate their relationship, which termination
would  have  a  Material  Adverse  Effect;

               v.  entry  into any transaction other than in the Ordinary Course
of  Business;

               vi.  entry  into, termination of, or receipt of written notice of
termination  of  any  material  (i)  license,  distributorship,  dealer,  sales
representative, joint venture, credit, or similar agreement, or (ii) contract or
transaction;

               vii.  sale  (other than sales of inventory in the Ordinary Course
of  Business),  lease,  or  other  disposition  of  any asset or property of the
Company,  Acquisition  or the Subsidiaries or mortgage, pledge, or imposition of
any  lien or other encumbrance on any material asset or property of the Company,
Acquisition  or  the  Subsidiaries;

               viii. cancellation or waiver of any claims or rights with a value
to  the  Company  in  excess  of  $10,000; ix. material change in the accounting
methods  used  by the Company, Acquisition or the Subsidiaries; or x. agreement,
whether  oral  or written, by the Company, Acquisition or the Subsidiaries to do
any  of  the  foregoing.

          (n)  No  Default  or  Violation.  The  Company,  Acquisition  and  the
               --------------------------
Subsidiaries  (i)  are in material compliance with all applicable material terms
and  requirements  of  each  material  contract under which they have or had any
obligation  or  liability or by which they or any of the assets owned or used by
them  is  or  was  bound  and  (ii)  is  not  in material violation of any Legal
Requirement.

          (o)  Certain  Payments.  Since  the  most  recent  date of the Company
               -----------------
Balance  Sheets,  neither  the Company, Acquisition or the Subsidiaries, nor any
director,  officer,  agent  or  employee  of the Company or the Subsidiaries has
directly  or  indirectly (a) made any contribution, gift, bribe, rebate, payoff,
influence  payment,  kickback or other payment to any Person, private or public,


<PAGE>

regardless  of  form,  whether  in  money,  property  or  services (i) to obtain
favorable  treatment  in  securing business, (ii) to pay for favorable treatment
for  business  secured,  (iii)  to  obtain  special  concessions  or for special
concessions  already  obtained, for or in respect of the Company, Acquisition or
the  Subsidiaries  or  (iv)  in  violation  of  any  Legal  Requirement,  or (b)
established  or  maintained  any fund or asset that has not been recorded in the
books  and  records  of  the  Company,  Acquisition  or  the  Subsidiaries.

          (p)  Brokers or Finders. The Company and Acquisition have not incurred
               -------------------
any  obligation or liability, contingent or otherwise, for brokerage or finders'
fees  or  agents'  commissions  or other similar payment in connection with this
Agreement.

     4.2  Representations  and  Warranties  of OS. OS hereby makes the following
          ----------------------------------------
representations  and  warranties  to the Company, all of which shall survive the
Post-Closing,  subject  to  the  limitations  set  forth  in Section 8.2 hereof:

          (a)  Organization, Good Standing and Purpose. OS is a corporation duly
               ----------------------------------------
organized,  validly existing and in good standing under the laws of the State of
Delaware  with  full  power and authority to conduct its businesses as it is now
being  conducted,  to own or use the properties and assets that it owns or uses,
and  to  perform  all  of  its  obligations  under  this  Agreement.  OS  has no
subsidiaries.  OS  is duly qualified to do business and is in good standing as a
foreign corporation in each jurisdiction in which either the ownership or use of
the properties owned or used by it, or the nature of the activities conducted by
it,  requires such qualification, except for such failures to be so qualified or
in  good  standing  would  not  have  a  Material  Adverse  Effect.

          (b)  Authority;  No  Conflict.
               ------------------------
               i.  This  Agreement  and  any  agreement  executed  in connection
herewith  have  been duly authorized by all required action of OS and constitute
the  legal,  valid  and  binding  obligations  of  OS, enforceable against OS in
accordance  with  their  respective  terms. OS has the absolute and unrestricted
right,  power  and  authority  to  execute  and  deliver  this Agreement and any
agreements  executed  in  connection  herewith  and  to  perform its obligations
hereunder  and  thereunder.

               ii  Neither  the  execution and delivery of this Agreement by OS,
nor the consummation or performance by it of any of its obligations contained in
this  Agreement  or  in  connection  with  the  Contemplated Transactions by the
Company  will, directly or indirectly (with or without notice or lapse of time):

                    a. contravene, conflict with or result in a violation of (x)
any  provision  of  the  Organizational  Documents  of  OS or (y) any resolution
adopted  by  the  board  of  directors  or  the  stockholders  of  OS;

                    b. contravene, conflict with or result in a violation of, or
give  any  governmental  body  or other Person the right to challenge any of the
Contemplated  Transactions or to exercise any remedy or obtain any relief under,
any  Legal  Requirement  or  any Order to which OS or any of the assets owned or
used  by  OS  may  be  subject;


<PAGE>

                    c.  contravene,  conflict  with  or result in a violation or
breach of any provision of, or give any Person the right to declare a default or
exercise  any  remedy under, or to accelerate the maturity or performance of, or
to  cancel,  terminate or modify, this Agreement, the Purchase Agreement, the OS
Debentures  or  any  Applicable  Contract;

                    d.  result  in  the  imposition  or creation of any material
encumbrance  upon or with respect to any of the material assets owned or used by
OS;  e.  cause  OS to become subject to, or to become liable for the payment of,
any  tax;  or

                    f.  cause  any of the assets owned by OS to be reassessed or
revalued  by  any  taxing  authority  or  other  governmental  body,  except  in
connection  with  the  transfer of real estate pursuant to this Agreement or the
Contemplated  Transactions.

               iii.  OS is not required to obtain any consent from any Person in
connection with the execution and delivery of this Agreement or the consummation
or performance of any of the Contemplated Transactions, other than the requisite
approval  of  its  sole  stockholder,  Jehu  Hand  (the "OS Stockholder"), which
                                                         --------------
approval  has  been  obtained.

          (c) Capitalization. The entire authorized OS Capital Stock consists of
               --------------
10,001,000  shares  OS  Common  Stock,  of  which  1,000  shares  are issued and
outstanding  and  held by the OS Stockholder and 10,000,000 of which are held in
escrow  pursuant  to  the  OS  Escrow  Agreement  (as  defined below).  With the
exception  of  the  OS  Common  Stock Shares and the OS Debentures, there are no
other  outstanding equity or debt securities of the Company.  No legend or other
reference to any purported encumbrance appears upon any certificate representing
the  OS  Common Stock Shares, other than applicable Securities Act legends.  The
OS  Common  Stock  Shares  have  been duly authorized and validly issued and are
fully  paid and non-assessable.  Except for the OS Debentures and the agreements
relating  thereto  set forth in the Purchase Agreement, there are no outstanding
options,  voting  agreements  or  arrangements,  warrants,  script,  rights  to
subscribe  to,  registration  rights,  calls  or  commitments  of  any character
whatsoever  relating  to, or, securities, rights or obligations convertible into
or exchangeable for, or giving any Person any right to subscribe for or acquire,
any  shares  of OS Capital Stock or other securities, or contracts, commitments,
understandings,  or  arrangements  by  which  OS is or may become bound to issue
additional  shares  of  OS  Capital  Stock or other securities, or securities or
rights  convertible  or  exchangeable  into  shares of OS Capital Stock or other
securities.  Except  as  set forth in this Section 4.2(c), OS has no outstanding
equity,  debt,  debt  or  equity equivalent security, or debt or equity lines of
credit.  None of the outstanding OS Common Stock Shares were issued in violation
of  the Securities Act or any other legal requirement.  OS does not own, and has
no  contract to acquire, any equity securities or other securities of any Person
or  any  direct  or indirect equity or ownership interest in any other business.
The  OS  Escrow Shares have been duly authorized, validly issued, fully paid and
are  nonassessable  pursuant  to  the  escrow agreement between OS, HEM, and the
Escrow  Agent  (the  "OS Escrow Agreement").  The OS Underlying Shares have been


<PAGE>

duly  authorized,  and  when and if issued pursuant to the terms of the Purchase
Agreement,  will  be  fully  paid  and  nonassessable.

          (d)  Financial  Statements.  OS has delivered to the Company a balance
               ---------------------
sheet  of  OS as at October 7, 2003 (the "OS Balance Sheet"), and a statement of
operations  for  the  period  from  inception to October 7, 2003. Such financial
statements  were  prepared  in  accordance  with GAAP, are set forth in Schedule
4.2(d)  hereto  and  fairly  present  the financial condition and the results of
operations  of  OS  as  at  October  7,  2003  and  for  the  period then ended.

          (e)  Absence  of  Material  Adverse Change. Since the date of the most
               --------------------------------------
recent OS Balance Sheet provided under Section 4.2(d) hereof, there have been no
events,  changes or occurrences which have had or are reasonably likely to have,
individually  or  in  the  aggregate,  a  material  adverse  effect  on  OS.

          (f)  Books  and  Records.  The  books  of account, minute books, stock
               -------------------
record  books, and other records of OS, all of which have been made available to
the Company and original copies of which will be delivered to the Company at the
Post-Closing,  are  complete  and correct and have been maintained in accordance
with  sound  business practices, including the maintenance of an adequate system
of  internal  controls.  The  minute  books  of OS contain accurate and complete
records  of  all  meetings  held  of,  and  corporate  action  taken  by,  the
stockholders,  the  Board  of  Directors,  and  any  committees  of the Board of
Directors  of  OS.

          (g)  No  Undisclosed Liabilities. There are no material liabilities of
               ----------------------------
OS,  whether  absolute,  accrued,  contingent,  or  otherwise, other than the OS
Debentures  and  as  set  forth  in  Schedule  4.2(g).

          (h)  Title  to  Properties;  Encumbrances.  OS has good and marketable
               ------------------------------------
title  to  all  the properties, interest in such properties and assets, real and
personal,  reflected  in the OS Balance Sheet or acquired after the date of such
balance  sheet,  free  and  clear  of  all mortgages, liens, pledges, charges or
encumbrances  except  (i)  mortgages  and  other encumbrances referred to in the
notes  to  the  OS Balance Sheet.  OS neither owns nor leases any real property.

          (i)  Legal  Proceedings;  Orders.
               ---------------------------
               i.  Except  as  set  forth in Schedule 4.2(i) hereto, there is no
pending  Proceeding:

                    a. that has been commenced or threatened by or against OS or
any  of  its  officers, directors, agents or employees as such or that otherwise
relates to or may affect the business of, or any of the assets owned or used by,
OS;  or

                    b.  that  challenges,  or  that  may  have  the  effect  of
preventing,  delaying,  making  illegal,  or  otherwise  interfering  with,  any
Contemplated  Transaction.


<PAGE>

               ii.  Except  as  set  forth  in  Schedule  4.2(i)  hereto:

                    a. there is no Order to which OS, or any of the assets owned
or  used  by  OS,  is  subject;  and

                    b. no officer, director, agent, or employee of OS is subject
to  any  Order  that  prohibits  such  offer,  director,  agent or employee from
engaging  in  or  continuing  any  conduct, activity or practice relating to the
business  of  OS.

          (j)  Brokers  or  Finders. OS has incurred no liability, contingent or
               --------------------
otherwise,  for  brokerage  or  finders'  fees  or  agents' commissions or other
similar  payment  in  connection  with  this  Agreement.

          (k)  No  Default  or  Violation.  Schedule  4.2(k)  hereto  lists each
               --------------------------
contract,  agreement  and  commitment  to which OS is a party or otherwise bound
(each,  an  "OS  Contract") or has any obligation or liability pursuant thereto.
OS  (i) is in compliance with all terms and requirements of each OS Contract and
(ii)  is  not  in  violation  of  any  Legal  Requirement.

          (l)  Taxes.
               -----
               i.  OS  has filed or caused to be filed on a timely basis all tax
returns that are or were required to be filed by it pursuant to applicable Legal
Requirements.  OS has paid, or made provision for the payment of, all taxes that
have  or  may  have  become  due  pursuant to those tax returns or otherwise, or
pursuant  to  any  assessment  received by OS, except such taxes, if any, as are
listed  in  Schedule  4.2(l)  hereto and are being contested in good faith as to
which  adequate  reserves  have  been  provided  in  the  OS  Balance  Sheets.

               ii. All tax returns filed by OS are true, correct and complete in
all  material  respects and no taxes are currently owed or tax returns due by or
on  behalf  of  OS.

          (m)  Absence  of  Certain  Changes  and Events. Except as set forth in
               ------------------------------------------
Schedule 4.2(m) hereto, since the date of the OS Balance Sheet, OS has conducted
its  business  only  in  the Ordinary Course of Business, there has not been any
material  adverse  effect on OS's business or operations, and there has not been
any:

               i.  change in the authorized or issued capital stock of OS; grant
of any stock option or right to purchase shares of capital stock of OS; issuance
of  any  security convertible into such capital stock; grant of any registration
rights; purchase, redemption, retirement, or other acquisition or payment of any
dividend or other distribution or payment in respect of shares of capital stock;

               ii.  amendment  to  the  Organizational  Documents  of  OS;

               iii. damage to or destruction or loss of any asset or property of
OS,  whether  or  not  covered  by insurance or any other event or circumstance,


<PAGE>

materially  and  adversely affecting the properties, assets, business, financial
condition,  or  prospects  of  OS;

               iv.  receipt of notice that any of its substantial customers have
terminated  or  intends to terminate their relationship, which termination would
have  a  material  adverse  effect  on  its  financial  condition,  results  or
operations,  business  assets  or  properties  of  OS;

               v.  entry  into any transaction other than in the Ordinary Course
of  Business;

               vi.  entry  into, termination of, or receipt of written notice of
termination  of  any (i) license, distributorship, dealer, sales representative,
joint  venture,  credit,  or similar agreement, or (ii) contract or transaction;
vii.     sale,  lease,  or  other disposition of any asset or property of  OS or
mortgage, pledge, or imposition of any lien or other encumbrance on any asset or
property  of  OS;

               viii. cancellation or waiver of any claims or rights with a value
to  OS  in  excess  of  $10,000;

               ix.  material  change  in  the  accounting  methods  used  by OS;

               x.  accrual  or  payment  of  any salaries or other compensation,
increase  in  salaries,  compensation  or bonuses or retention or hiring of, any
consultant  or  employee;

               xi.  debt  or  other  liability  incurred,  other  than  the  OS
Debentures;  or

               xii.  agreement,  whether oral or written, by OS to do any of the
foregoing,  other  than  the  Purchase  Agreement.

          (n)  Compliance  with  Law.  Except  as  set  forth in Schedule 4.2(n)
               ---------------------
hereto:

               i.  OS  has complied in all material respects with, and is not in
violation  of,  in  any material respect, any Law to which it or its business is
subject;  and

               ii.  OS has obtained all licenses, permits, certificates or other
governmental  authorizations  (collectively  "Authorizations") necessary for the
ownership  or  use  of its assets and properties or the conduct of its business;
and
               (iii)  OS  has  not  received  written notice of violation of, or
knows  of  any  material  violation  of, any Laws to which it or its business is
subject  or  any  Authorization necessary for the ownership or use of its assets
and  properties  or  the  conduct  of  its  business.


<PAGE>

          (o)     Environmental  Laws.  OS  has not received any notice or claim
                  -------------------
(and  is  not  aware  of  any  facts  that would form a reasonable basis for any
claim),  or  entered  into any negotiations or agreements with any other Person,
and,  to the best knowledge of OS, OS is not the subject of any investigation by
any  governmental  or regulatory authority, domestic or foreign, relating to any
material  or  potentially  material  liability  or  remedial  action  under  any
Environmental Laws. There are no pending or, to the knowledge of OS, threatened,
actions,  suits  or  proceedings  against OS or any of its properties, assets or
operations  asserting  any  such  material  liability  or  seeking  any material
remedial  action  in  connection  with  any  Environmental  Laws.

          (p)     Intellectual  Property. (i) OS owns, or is validly licensed or
                  ----------------------
otherwise  has  the right to use, all patents, and patent rights ("Patents") and
all trademarks, trade secrets, trademark rights, trade names, trade name rights,
service  marks,  service  mark  rights,  copyrights  and  other  proprietary
intellectual  property  rights and computer programs (the "Intellectual Property
Rights"), in each case, which are material to the conduct of the business of OS.

               (ii)  To  the  best  knowledge of OS, OS has not interfered with,
infringed  upon (without license to infringe), misappropriated or otherwise come
into  conflict  with any Patent of any other Person. OS has not interfered with,
infringed  upon,  misappropriated  or  otherwise  come  into  conflict  with any
Intellectual  Property  Rights  of  any  other  Person.  OS has not received any
written  charge,  complaint,  claim,  demand  or  notice  alleging  any  such
interference,  infringement,  is appropriation or violation (including any claim
that  OS must license or refrain from using any Patents or Intellectual Property
Rights  of  any  other  Person)  which  has  not been settled or otherwise fully
resolved.  To  the  best  knowledge  of OS, no other Person has interfered with,
infringed  upon (without license to infringe), misappropriated or otherwise come
into  conflict  with  any  Patents  or  Intellectual  Property  Rights  of  OS.

          (q)  Employees.  (a)  OS has no employees other than Jehu Hand, who is
               ---------
the President of OS; (b) Jehu Hand has been fully paid for all services rendered
by him to OS in his capacity as President of OS and is owed no further salary or
compensation  in  connection therewith; (c) OS has complied in all respects with
all  applicable  Laws  respecting employment and employment practices, terms and
conditions  of employment, wages and hours, and OS is not liable for any arrears
of wages or any taxes or penalties for failure to comply with any such Laws; (d)
OS  believes  that  OS's relations with its employees is satisfactory; (e) there
are no controversies pending or, to the best knowledge of OS, threatened between
OS  and  any  of its employees or former employees; (f) OS is not a party to any
collective  bargaining  agreement  or  other  labor union contract applicable to
persons  employed  by  OS,  nor,  to  the  best  knowledge  of OS, are there any
activities or proceedings of any labor union to organize any such employees; (g)
there  are  no  unfair  labor  practice complaints pending against OS before the
National  Labor  Relations  Board  or any current union representation questions
involving  employees  of  OS; (h) there is no strike, slowdown, work stoppage or
lockout  existing,  or,  to  the  best  knowledge  of OS, threatened, by or with
respect  to  any  employees  of  OS; (i) no charges are pending before the Equal
Employment  Opportunity  Commission  or  any  state,  local  or  foreign  agency


<PAGE>

responsible  for the prevention of unlawful employment practices with respect to
OS; (j) there are no claims pending against OS before any workers'  compensation
board;  (k) OS has not received notice that any Federal, state, local or foreign
agency  responsible  for  the enforcement of labor or employment laws intends to
conduct  an investigation of or relating to OS and, to the best knowledge of OS,
no  such  investigation  is  in  progress;  and  (l)  OS  has  no consultants or
independent  contractors.

          (r)  Employee Benefit Plans. There no "employee pension benefit plans"
               ------------------------
(as  defined  in  Section 3(2) of the Employee Retirement Income Security Act of
1974,  as  amended ("ERISA")) or "employee welfare benefit plans" (as defined in
Section  3(1)  of ERISA) maintained, or contributed to, by OS for the benefit of
any  current  or  any  former  employees,  officers  or  directors  of  OS.

          (s)  Rule  504 Securities. The OS Debentures (which include the Escrow
               ---------------------
Shares  for  the  OS Underlying Shares) were sold in accordance with Rule 504 of
Regulation  D  of the Securities Act of 1933, as amended (the "Securities Act"),
and  Section  11-51-308  of  the Colorado Securities Act of the Colorado Revised
Statutes (the "Colorado Act") and regulation 51-3.13B promulgated thereunder, to
an  accredited  investor residing in the State of Colorado.  Accordingly, at the
Effective  Time  and pursuant to Rule 504, the Colorado Act, and Section 3(a)(9)
of  the  Securities  Act,  the  OS  Debentures (which include the Company Escrow
Shares  for  the  Company  Underlying  Shares)  shall  continue  to  be  without
restriction  and  shall  be  freely  tradable  in  accordance  with  Rule  504.

                                    ARTICLE V
                                    COVENANTS

     5.1     Covenants  of  the  Company  and  Acquisition.
             ---------------------------------------------

          (a)  Conduct  of  Business.  Between  the  date  hereof  and up to and
               ---------------------
including  the  Post-Closing  Date,  each  of the Company and Acquisition shall:

               i.  conduct its business only in the Ordinary Course of Business;

               ii.  use  its  commercially reasonable efforts to preserve intact
the  current  business  organization of the Company and Acquisition, as the case
may  be,  keep  available  the  services  of the current officers, employees and
agents  of  the  Company  and  Acquisition, as the case may be, and maintain the
relations  and  good  will  with  suppliers,  customers,  landlords,  creditors,
employees,  agents and others having business relationships with the Company and
Acquisition,  as  the  case  may  be;

               iii.  not  pay,  incur  or declare any dividends or distributions
with  respect  to  its stockholders or amend its Certificate of Incorporation or
By-Laws,  without  the  prior  written  consent  of  the  OS  Debenture  Holder;


<PAGE>

               iv.  not authorize, issue, sell, purchase or redeem any shares of
its capital stock or any options or other rights to acquire ownerships interests
without  the  prior  written consent of the OS Debenture Holder except as may be
required  by  pre-existing  commitments  disclosed  herein  or  in  the Reports;

               v.  not  incur  any  indebtedness for money borrowed or issue any
debt  securities,  or incur or suffer to be incurred any liability or obligation
of  any  nature  whatsoever,  except  those  incurred  in the Ordinary Course of
Business, or cause or permit any material lien, encumbrance or security interest
to  be  created  or  arise  on  or  in  respect  of  any material portion of its
properties  or  assets;

               vi.  not  make  any  investment  of  a  capital  nature either by
purchased  stock  or  securities,  contribution to capital, property transfer or
otherwise,  or  by  the  purchase of any property or assets of any other Person;
vii.  not  do  any other act which would cause any representation or warranty of
the  Company in this Agreement to be or become untrue in any material respect or
that is not in the Ordinary Course of Business; viii. report periodically to the
OS  Debenture Holder concerning the status of the business and operations of the
Company  upon  the  reasonable  request  of  the  OS  Debenture  Holder;  and

               ix.  confer  with  the OS Debenture Holder concerning operational
matters  of  a  material  nature upon the reasonable request of the OS Debenture
Holder.

          (b)  Proposals;  Other  Offers. Commencing on the date of execution of
               -------------------------
this  Agreement  up  to and including the Post-Closing Date, each of the Company
and  Acquisition shall not, directly or indirectly (whether through an employee,
a  representative, an agent or otherwise), solicit or encourage any inquiries or
proposals,  engage in negotiations for or consent to or enter into any agreement
providing  for  the  acquisition  of  its  business.  Each  of  the  Company and
Acquisition  shall  not,  directly or indirectly (whether through an employee, a
representative,  an  agent  or  otherwise)  disclose  any  nonpublic information
relating  to  the  Company and Acquisition or afford access to any of the books,
records  or  other  properties  of  the Company and Acquisition to any person or
entity  that  is  considering,  has considered or is making any such acquisition
inquiry  or  proposal  relating  to  the  Company's  and Acquisition's business.

          (c)  Further  Assurances.  Prior  to  the  Post-Closing Date, with the
               -------------------
cooperation  of  OS where appropriate, each of the Company and Acquisition shall
use  commercially  reasonable  efforts  to:

               i.  promptly  comply  with all filing requirements which federal,
state or local law may impose on the Company or Acquisition, as the case may be,
with  respect  to  the  Contemplated  Transactions  by  this  Agreement;  and


<PAGE>

               ii.  take  all actions necessary to be taken, make any filing and
obtain  any  consent,  authorization  or  approval  of  or  exemption  by  any
governmental  authority,  regulatory  agency or any other third party (including
without  limitation, any landlord or lessor of the Company and any party to whom
notification  is  required  to  be delivered or from whom any form of consent is
required)  which  is  required  to  be  filed  or  obtained  by  the  Company or
Acquisition  in connection with the Contemplated Transactions by this Agreement.

          (d)  Access  to  Additional  Agreements  and Information. Prior to the
               ----------------------------------------------------
Post-Closing  Date,  the  Company and Acquisition shall make available to the OS
Debenture Holder (as well as its counsel, accountants and other representatives)
any  and  all  agreements, contracts, documents, other instruments and personnel
material  to  the  Company's  business,  including  without  limitation,  those
contracts to which the Company or Acquisition is a party and those by which each
of  its  business  or  any  of  the Company's or Acquisition's assets are bound.

     5.2     Covenants  of  OS.
             -----------------
          (a)  Conduct  of  Business.  Between  the  date  hereof  and up to and
               ---------------------
including  the  Post-Closing  Date,  OS  shall:

               i.  conduct its business only in the Ordinary Course of Business;

               ii.  use  its  commercially reasonable efforts to preserve intact
the  current  business  organization  of  OS, keep available the services of the
current  officers,  employees  and  agents of OS, and maintain the relations and
good will with suppliers, customers, landlords, creditors, employees, agents and
others  having  business  relationships  with  OS;

               iii.  not  pay,  incur  or declare any dividends or distributions
with  respect  to  its stockholders or amend its Certificate of Incorporation or
By-Laws,  without  the  prior  written  consent  of the Company and OS Debenture
Holder;

               iv.  not authorize, issue, sell, purchase or redeem any shares of
its capital stock or any options or other rights to acquire ownerships interests
without  the  prior  written  consent  of  the  Company and OS Debenture Holder;

               v.  not  incur  any  indebtedness for money borrowed or issue and
debt  securities,  or incur or suffer to be incurred any liability or obligation
of  any  nature whatsoever, or cause or permit any material lien, encumbrance or
security  interest  to  be  created  or  arise  on or in respect of any material
portion  of  its  properties  or  assets;

               vi.  not  make  any  investment  of  a  capital  nature either by
purchased  stock  or  securities,  contribution to capital, property transfer or
otherwise,  or  by  the  purchase of any property or assets of any other Person;

               vii.  not  do  any  other act which would cause representation or
warranty  of OS in this Agreement to be or become untrue in any material respect
or that is not in the Ordinary Course of Business consistent with past practice;


<PAGE>

               viii.  report  periodically  to  the Company and the OS Debenture
Holder  concerning  the  status  of  the  business  and  operations  of  OS; and

               ix.  confer  with  the  Company  and  the  OS  Debenture  Holder
concerning  operational  matters  of  a  material  nature.

          (b)  Proposals;  Other  Offers. Commencing on the date of execution of
               -------------------------
this  Agreement  through  the  Post-Closing  Date,  OS  shall  not,  directly or
indirectly  (whether  through  an  employee,  a  representative,  an  agent  or
otherwise),  solicit  or  encourage  any  inquiries  or  proposals,  engage  in
negotiations  for  or  consent  to or enter into any agreement providing for the
acquisition  of  its  business.  OS  shall  not, directly or indirectly (whether
through  an  employee,  a  representative,  an  agent or otherwise) disclose any
nonpublic  information  relating  to  OS  or  afford access to any of the books,
records  or  other properties of OS to any person or entity that is considering,
has considered or is making any such acquisition inquiry or proposal relating to
the  OS's  business.

          (c)  Further  Assurances.  Prior  to  the  Post-Closing Date, with the
               -------------------
cooperation  of  the  Company  where  appropriate,  OS  shall:

               i.  promptly  comply  with all filing requirements which federal,
state  or  local  law  may  impose  on  OS  with  respect  to  the  Contemplated
Transactions  by  this  Agreement  and  cooperate with the Company regarding the
same;  and

               ii.  take  all actions necessary to be taken, make any filing and
obtain  any  consent,  authorization  or  approval  of  or  exemption  by  any
governmental  authority,  regulatory  agency or any other third party (including
without  limitation,  any  landlord  or  lessor  of  OS  and  any  party to whom
notification  is  required  to  be delivered or from whom any form of consent is
required) which is required to be filed or obtained by OS in connection with the
Contemplated  Transactions  by  this  Agreement.

          (d)  Actions  by  OS.  OS  shall  take  no  action  or  enter into any
               ---------------
agreements  or  arrangements  except  as  may  be  required  by  this Agreement.

          (e) No Change in Capital Stock. Prior to the Effective Time, no change
              --------------------------
will  be  made in the authorized, issued or outstanding capital stock of OS, and
no  subscriptions,  options,  rights, warrants, calls, commitments or agreements
relating  to  the  authorized, issued or outstanding capital stock of OS will be
entered  into,  issued,  granted  or  created.

          (f)  Access  to  Additional  Agreements  and Information. Prior to the
               ----------------------------------------------------
Post-Closing  Date,  OS  shall  make  available  to the Company and OS Debenture
Holder  (as  well as its counsel, accountants and other representatives) any and
all  agreements,  contracts, documents, other instruments and personnel material


<PAGE>

of OS's business, including without limitation, those contracts to which OS is a
party  and  those  by  which  its  business  or  any  of  OS's assets are bound.

          (g)  Further  Assurances.  Prior  to  the  Post-Closing Date, with the
               -------------------
cooperation  of  the  Company  where  appropriate,  OS  shall  use  commercially
reasonable  efforts  to:

               i.  promptly  comply  with all filing requirements which federal,
state  or  local  law  may  impose  on  OS  with  respect  to  the  Contemplated
Transactions  by  this  Agreement;  and

               ii.  take  all actions necessary to be taken, make any filing and
obtain  any  consent,  authorization  or  approval  of  or  exemption  by  any
governmental  authority,  regulatory  agency or any other third party (including
without  limitation,  any  landlord  or  lessor  of  OS  and  any  party to whom
notification  is  required  to  be delivered or from whom any form of consent is
required) which is required to be filed or obtained by OS in connection with the
Contemplated  Transactions  by  this  Agreement.

     5.3  Governmental  Filings  and  Consents.  The  Company,  Acquisition
          ---------------------------------
and  OS  shall  cooperate with one another in filing any necessary applications,
reports  or  other  documents with any federal or state agencies, authorities or
bodies  having  jurisdiction  with  respect  to  the  business  of  the Company,
Acquisition  or OS and in seeking any necessary approval, consultation or prompt
favorable  action  of,  with  or by any of such agencies, authorities or bodies.

     5.4  Publicity.  Any  public  announcement  or  press  release  relating to
          ---------
this  Agreement  or  the  Contemplated  Transactions  must be approved by the OS
Debenture  Holder and the Company in writing before being made or released.  The
Company  shall  have the right to issue a press release or make other disclosure
without  the  OS  Debenture  Holder's  written approval if in the opinion of the
Company's  counsel  such  a  release  is  necessary to comply with SEC Rules and
Regulations or other Law; provided that, the OS Debenture Holder receives a copy
                          -------- ----
of  such  prepared  press release or other disclosures for purposes of review at
least  24 hours before it is issued.  This 24 hour period may be shortened if in
the  opinion  of the Company's counsel it is required by Law; provided that, the
                                                              -------- ----
OS  Debenture  Holder and the Company receives a copy of such release as long as
reasonably  practical  before  it  is  issued.

     5.5  Tax  Returns.  The  current  officers  of  the  Company shall have the
          ------------
right  to prepare any tax returns of the Company with respect to any period that
ends on or before the Post-Closing Date.  Such tax returns shall be timely filed
by  the  Company.  OS  shall  cooperate with said officers in the preparation of
such  tax  returns.


<PAGE>

                                   ARTICLE VI
                                   CONDITIONS

     6.1     Conditions  to  Obligations  of  OS.  The  obligation  of  OS  to
             -----------------------------------
consummate  the  Contemplated Transactions is subject to the fulfillment of each
of  the  following  conditions,  any  of  which  may be waived by OS in its sole
discretion:

          (a)  Copies  of Resolutions. At the Post-Closing (i) the Company shall
               -----------------------
have  furnished  OS  with a certificate of its CEO or President, as the case may
be,  in  the  form  of  EXHIBIT  6.1(A) annexed hereto, certifying that attached
                        ---------------
thereto  are copies of resolutions duly adopted by the board of directors of the
Company  authorizing  the  execution, delivery and performance of this Agreement
and  all  other  necessary  or  proper corporate action to enable the Company to
comply  with  the  terms  of  this  Agreement  and  (ii)  Acquisition shall have
furnished  OS with a certificate of its CEO or President, as the case may be, in
the  form of EXHIBIT 6.1(E) annexed hereto, certifying that attached thereto are
             --------------
copies  of  resolutions  duly  adopted  by the board of directors of Acquisition
authorizing  the  execution,  delivery and performance of this Agreement and all
other necessary or proper corporate action to enable Acquisition  to comply with
the  terms  of  this  Agreement.

          (b)  Opinion of Company's Counsel. The Company shall have furnished to
               -----------------------------
OS,  at  the  Post-Closing,  an  opinion  of  its legal counsel, dated as of the
Post-Closing  Date,  substantially in the form of EXHIBIT 6.1(B) annexed hereto.
                                                  --------------

          (c) Opinion of Company's Special Securities Counsel. The Company shall
               -----------------------------------------------
have  furnished  to  OS,  at  the  Post-Closing,  with an opinion of the special
securities  counsel  to  the  Company,  dated  as  of  the  Post-Closing  Date,
substantially  in  the  form  of  EXHIBIT  6.1(C)  annexed  hereto.
                                  ---------------

          (d)  Instruction  Letter  to  Transfer  Agent.  The Company shall have
        -------------------------------------
furnished  OS,  at  the  Post-Closing,  with  a letter to its transfer agent, to
accept  the  legal  opinion  set  forth  in  Section  6.1(c),  dated  as  of the
Post-Closing  Date,  substantially in the form of EXHIBIT 6.1(D) annexed hereto.
                                                 ---------------

          (e)  Accuracy  of  Representations  and  Warranties;  Performance  of
             ----------------------------------------------------------------
Covenants.  Each  of  the  representations  and  warranties  of  the Company and
Acquisition  set  forth  in this Agreement was true, correct and complete in all
material  respects  when  made  (except  for representations and warranties that
speak as of a specific date, which representations and warranties shall be true,
correct and complete in all material respects as of such date) and shall also be
true,  correct  and  complete  in  all  material  respects  at  and  as  of  the
Post-Closing  Date (except for representations and warranties that speak as of a
specific  date,  which representations and warranties shall be true, correct and
complete  in  all  material  respects  as of such date), with the same force and
effect  as  if  made at and as of the Post-Closing Date.  The Company shall have
performed  and  complied  in  all  material  respects  with  all  agreements and
covenants  required  by  this  Agreement  to  be  performed  by  the Company and
Acquisition  at  or  prior  to  the  Post-Closing  Date.


<PAGE>

          (f)  Delivery  of Certificate. (A) The Company shall have delivered to
               -------------------------
OS  a  certificate,  in  the  form  of  EXHIBIT 6.1(F) annexed hereto, dated the
                                        --------------
Post-Closing  Date,  and signed by the CEO or President of the Company affirming
that the representations and warranties as set forth in Section 4.1 were and are
true,  correct  and  complete  as required by Section 6.1(e) and (B) Acquisition
shall  have delivered to OS a certificate, in the form of EXHIBIT 6.1(H) annexed
                                                          --------------
hereto,  dated  the  Post-Closing  Date,  and  signed by the CEO or President of
Acquisition  affirming  that  the representations and warranties as set forth in
Section  4.1  were  and  are  true,  correct and complete as required by Section
6.1(e).

          (g)  Consents  and Waivers. At the Post-Closing, any and all necessary
               ----------------------
consents,  authorizations,  orders or approvals shall have been obtained, except
as  the  same  shall  have  been  waived  by  the  OS  Debenture  Holder.

          (h)  Litigation. On the Post-Closing Date, there shall be no effective
               ----------
injunction,  writ  or  preliminary  restraining  order  or any order of any kind
whatsoever  with respect to the Company issued by a court or governmental agency
(or  other  governmental  or  regulatory  authority)  of  competent jurisdiction
restraining  or prohibiting the consummation of the Contemplated Transactions or
making  consummation  thereof unduly burdensome to OS.  On the Post-Closing Date
and  immediately  prior  to  consummation  of  the Contemplated Transactions, no
proceeding  or  lawsuit  shall  have  been  commenced,  be  pending or have been
threatened  by  any  governmental or regulatory agency or authority or any other
Person  restraining  or  prohibiting  the  consummation  of  the  Contemplated
Transactions.

          (i)  Delivery  of  Documents  and  Other  Information.  Prior  to  the
               --------------------------------------------
Post-Closing  Date,  the  Company  and  Acquisition shall have made available or
delivered  to  OS  all  of  the  agreements,  contracts,  documents  and  other
instruments  requested  by  OS.

     6.2     Conditions  to  Obligations  of  the  Company and Acquisition.  The
             -------------------------------------------------------------
obligations  of  the  Company  and  Acquisition  to  consummate the Contemplated
Transactions are subject to the fulfillment of each of the following conditions,
any  of  which  may  be  waived  by  the  Company and Acquisition, in their sole
discretion:

          (a)  Copies  of  Resolutions.  At  the  Post-Closing,  OS  shall  have
               -----------------------
furnished  the  Company  with  a  certificate  of  its President, in the form of
EXHIBIT  6.2(A)  annexed  hereto, certifying that attached thereto are copies of
      ---------
resolutions  duly  adopted  by  the  board  of  directors  of OS authorizing the
execution, delivery and performance of the terms of this Agreement and all other
necessary  or  proper  corporate action to enable OS to comply with the terms of
this  Agreement.

          (b)  Opinion  of OS's Counsel. OS shall have furnished to the Company,
               -------------------------
at  the  Post-Closing,  with  an  opinion  of  counsel  to  OS,  dated as of the
Post-Closing  Date,  substantially in the form of EXHIBIT 6.2(B) annexed hereto.
                                                  --------------

          (c)  Opinion  of  OS's  Special  Securities  Counsel.  OS  shall  have
               -------------------------------------------
furnished  to  the  Company,  at  the  Closing,  with  an opinion of the special


<PAGE>

securities counsel to OS dated as of the Post-Closing Date, substantially in the
form  of  EXHIBIT 6.2(C)  annexed  hereto.
          --------------

          (d)  Accuracy  of  Representations  and  Warranties;  Performance  of
               ----------------------------------------------------------------
Covenants.  Each  of  the representations and warranties of OS was true, correct
and  complete in all material respects when made (except for representations and
warranties  that  speak  as  of  a  specific  date,  which  representations  and
warranties  shall  be  true, correct and complete in all material respects as of
such date) and shall also be true, correct and complete in all material respects
at  and  as  of the Post-Closing Date (except for representations and warranties
that  speak as of a specific date, which representations and warranties shall be
true,  correct  and complete in all material respects as of such date), with the
same  force  and effect as if made at and as of the Post-Closing Date.  OS shall
have  performed  and  complied  in all material respects with all agreements and
covenants  required  by  this Agreement to be performed by OS at or prior to the
Post-Closing  Date.

          (e)  Delivery of Certificate. OS shall have delivered to the Company a
               ------------------------
certificate,  in  the  form  of  EXHIBIT  6.2(E)  annexed  hereto,  dated  the
                                 ---------------
Post-Closing  Date  and signed by the CEO or President of OS, affirming that the
representations  and  warranties  of OS as set forth in Section 4.2 were and are
true, correct and complete and OS's agreements and covenants have been performed
as  required  by  Section  6.2(d).

          (f)  Compliance  with Rule 504. In connection with the issuance of the
               ---------------------------
Securities  by  OS under the Purchase Agreement, on or prior to the Post-Closing
Date  OS  shall  be  in  full  compliance  with  Rule 504 of Regulation D of the
Securities  Act  of 1933, as amended, and OS shall have delivered to the Company
at the Post-Closing a filed copy of the Form D required to be filed with the SEC
in  connection  therewith.

          (g)  Consents  and  Waivers. On or prior to the Post-Closing Date, any
                ----------------------
and  all necessary consents, authorizations, orders or approvals shall have been
obtained,  except  as  the  same  shall  have  been  waived  by  the  Company.

          (h)  Litigation. On the Post-Closing Date, there shall be no effective
               ----------
injunction,  writ  or  preliminary  restraining  order  or any order of any kind
whatsoever with respect to OS issued by a court or governmental agency (or other
governmental  or  regulatory authority) of competent jurisdiction restraining or
prohibiting  the  consummation  of  the  Contemplated Transactions or making the
consummation  thereof  unduly  burdensome  to  the  Company  or  OS.  On  the
Post-Closing  Date,  no  proceeding  or  lawsuit  shall  have  been  commenced,
threatened  or  be  pending  or  by  any  governmental  or  regulatory agency or
authority  or  any  other  person with respect to the Contemplated Transactions.

               (i)  Delivery  of  Documents  and Other Information. Prior to the
                    ------------------------------------------------
Post-Closing  Date, OS shall have made available or delivered to the Company all
of  the  agreements,  contracts,  documents and other instruments required to be
delivered  pursuant  to  the  provisions  of  this  Agreement.


<PAGE>

                                   ARTICLE VII
                                   TERMINATION

     7.1     Termination  by Mutual Agreement.  This Agreement may be terminated
             --------------------------------
at  any time by mutual consent of the parties hereto, provided that such consent
to  terminate  is  in  writing  and  is  signed  by  each of the parties hereto.

     7.2     Termination  for  Failure  to  Close.  This  Agreement  shall  be
             ------------------------------------
automatically  terminated if the Closing shall not have occurred within ten (10)
days of the date hereof (except if such 10th day is not a Business Day, then the
next  Business  Day).

     7.3     Termination  by Operation of Law.  This Agreement may be terminated
             --------------------------------
by  any  party  hereto  if  there  shall be any statute, rule or regulation that
renders  consummation  of  the  Contemplated  Transactions  illegal or otherwise
prohibited,  or  a  court  of  competent  jurisdiction  or  any  government  (or
governmental  authority)  shall  have  issued an order, decree or ruling, or has
taken  any  other  action  restraining,  enjoining  or otherwise prohibiting the
consummation of such transactions and such order, decree, ruling or other action
shall  have  become  final  and  nonappealable.

     7.4     Termination  for  Failure to Perform Covenants or Conditions.  This
             ------------------------------------------------------------
Agreement  may  be  terminated  prior  to  the  Post-Closing  Date:

          (a)  by  OS  if:  (i)  any  of the representations and warranties made
in this Agreement by the Company or Acquisition shall not be materially true and
correct,  when  made  or  at  any time prior to consummation of the Contemplated
Transactions  as  if made at and as of such time; (ii) any of the conditions set
forth  in Section 6.1 hereof have not been fulfilled in all material respects by
the  Post-Closing  Date;  (iii)  the Company or Acquisition shall have failed to
observe or perform any of its material obligations under this Agreement; or (iv)
as  otherwise  set  forth  herein;  or

          (b)  by  the  Company  or  Acquisition  if:  (i)  any  of  the
representations  and  warranties  of  OS  or  the  OS  Stockholder  shall not be
materially  true  and  correct when made or at any time prior to consummation of
the Contemplated Transactions as if made at and as of such time; (ii) any of the
conditions  set  forth  in  Section  6.2  hereof  have not been fulfilled in all
material respects by the Post-Closing Date; (iii) OS or the OS Stockholder shall
have  failed  to observe or perform any of their material respective obligations
under  this  Agreement;  or  (iv)  as  otherwise  set  forth  herein.

     7.5     Effect  of  Termination  or  Default;  Remedies.  In  the  event of
             -----------------------------------------------
termination of this Agreement as set forth above, this Agreement shall forthwith
become  void  and  there  shall be no liability on the part of any party hereto,
provided  that  such  party  is  a Non-Defaulting Party (as defined below).  The
foregoing  shall  not  relieve  any  party  from  liability for damages actually
incurred  as  a  result  of such party's breach of any term or provision of this
Agreement.


<PAGE>

     7.6     Remedies;  Specific Performance.  In the event that any party shall
             -------------------------------
fail  or  refuse  to  consummate the Contemplated Transactions or if any default
under  or  beach  of any representation, warranty, covenant or condition of this
Agreement  on the part of any party (the "Defaulting Party") shall have occurred
that results in the failure to consummate the Contemplated Transactions, then in
addition  to  the  other remedies provided herein, the non-defaulting party (the
"Non-Defaulting  Party") shall be entitled to seek and obtain money damages from
the  Defaulting  Party,  or  may seek to obtain an order of specific performance
thereof  against  the  Defaulting  Party from a court of competent jurisdiction,
provided  that  the  Non-Defaulting  Party seeking such protection must file its
request  with  such  court within forty-five (45) days after it becomes aware of
the  Defaulting  Party's  failure, refusal, default or breach.  In addition, the
Non-Defaulting Party shall be entitled to obtain from the Defaulting Party court
costs  and  reasonable attorneys' fees incurred in connection with or in pursuit
of  enforcing  the  rights  and  remedies  provided  hereunder.

                                  ARTICLE VIII
                            SURVIVAL; INDEMNIFICATION

     8.1     Survival  of  Representations  and  Warranties of the Company.  All
             -------------------------------------------------------------
representations  and  warranties  of the Company shall survive the execution and
delivery  of  this Agreement and the Post-Closing hereunder and shall thereafter
survive until the earlier of (i) the fourth anniversary of the Post-Closing Date
and  (ii)  the  date of the OS Debentures have been fully converted or otherwise
cease  to be outstanding (the "Conversion Date") and shall then terminate except
to  the  extent that notice of the Company's or Acquisition liability in respect
of any inaccuracy in or breach of any representation or warranty shall have been
given  on  or  prior  to  such  second  anniversary  or  Conversion  Date.

     8.2     Survival  of  Representations  and  Warranties  of  OS.  All
             ------------------------------------------------------
representations  and warranties of OS shall terminate upon the Closing except to
the  extent  that  notice  of  OS's liability in respect of any inaccuracy in or
breach  of  any  representation or warranty shall have been given on or prior to
Closing.

     8.3     Obligation  of  the  Company  to  Indemnify.  The Company agrees to
             -------------------------------------------
indemnify,  defend and hold harmless OS (and its directors, officers, employees,
affiliates,  stockholders,  debenture holders, agents, attorneys, successors and
assigns)  from and against all losses, liabilities, damages, deficiencies, costs
or  expenses  (including  interest,  penalties  and  reasonable  attorneys'  and
consultants'  fees  and  disbursements)  (collectively,  "Losses")  based  upon,
arising  out  of  or  otherwise  in  respect  of  any  (i)  inaccuracy  in  any
representation  or warranty of the Company contained in this Agreement or in the
Schedules  and  Exhibits hereto or (ii) breach by the Company of any covenant or
agreement  contained  in  this  Agreement.

     8.4     Obligation  of and OS to Indemnify.  OS agrees to indemnify, defend
             ----------------------------------
and  hold  harmless  the  Company  (and  its  directors,  officers,  employees,
affiliates,  stockholders,  agents,  attorneys, successors and assigns) from and
against any Losses based upon, arising out of or otherwise in respect of any (i)


<PAGE>

inaccuracy  in  any representation or warranty of OS contained in this Agreement
or  (ii)  breach by OS of any covenant or agreement contained in this Agreement.

     8.5     Notice  and  Opportunity to Defend.  (a)  Promptly after receipt by
             ----------------------------------
any  Person  entitled  to  indemnity  under  this Agreement (an "Indemnitee") of
notice  of  any  demand,  claim  or circumstances which, with the lapse of time,
would  or  might  give  rise  to  a  claim  or  the  commencement (or threatened
commencement)  of  any  action,  proceeding  or  investigation  (an  "Asserted
Liability")  that may result in a Loss, the Indemnitee shall give notice thereof
(the "Claims Notice") to any other party (or parties) who is or may be obligated
to  provide  indemnification  pursuant  to Section 8.3 or 8.4 (the "Indemnifying
Party").  The  Claims Notice shall describe the Asserted Liability in reasonable
detail  and shall indicate the amount (estimated, if necessary and to the extent
feasible)  of  the  Loss  that  has  been  or may be suffered by the Indemnitee.

          (b)  The  Indemnifying Party may elect to compromise or defend, at its
own expense and by its own counsel, any Asserted Liability.  If the Indemnifying
Party elects to compromise or defend such Asserted Liability, it shall within 30
days  after the date the Claims Notice is given (or sooner, if the nature of the
Asserted  Liability  so  requires) notify the Indemnitee of its intent to do so,
and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in
the  compromise  of,  or  defense  against,  such  Asserted  Liability.  If  the
Indemnifying  Party  elects  not to compromise or defend the Asserted Liability,
fails  to  notify  the Indemnitee of its election as herein provided or contests
its  obligation  to  indemnify  under  this  Agreement,  the Indemnitee may pay,
compromise  or  defend  such  Asserted  Liability  and  all  reasonable expenses
incurred by the Indemnitee in defending or compromising such Asserted Liability,
all  amounts  required to be paid in connection with any such Asserted Liability
pursuant  to  the determination of any court, governmental or regulatory body or
arbitrator, and amounts required to be paid in connection with any compromise or
settlement  consented  to  by the Indemnitee, shall be borne by the Indemnifying
Party.  Except  as otherwise provided in the immediately preceding sentence, the
Indemnitee  may  not  settle  or  compromise any claim over the objection of the
Indemnifying Party.  In any event, the Indemnitee and the Indemnifying Party may
participate,  at  their own expense, in (but the Indemnitee may not control) the
defense of such Asserted Liability.  If the Indemnifying Party chooses to defend
any  claim,  the  Indemnitee  shall make available to the Indemnifying Party any
books,  records  or  other  documents  within  its control that are necessary or
appropriate  for  such  defense.

                                   ARTICLE IX
                                   DEFINITIONS

     The  following  terms,  which are capitalized in this Agreement, shall have
the  meanings  set  forth  below  for  the  purpose  of  this  Agreement.

     "Applicable  Contract"  means  any  Contract  (a) to which the Company is a
      --------------------
party  and  under  which the Company has or may acquire any material rights, (b)


<PAGE>

under  which  the  Company  or OS, as the case may be, is a party and has or may
become  subject to any material obligation or material liability or (c) by which
the  Company  or  OS, as the case may be, or any of the material assets owned or
used  by  it  is  or  may  become  bound.

     "Contemplated  Transactions"  means all of the transactions contemplated by
      --------------------------

this  Agreement,  including,  without  limitation:

     (1)     the  Merger;  and

     (2)  the  performance  by  the  parties  of  their respective covenants and
obligations  under  this  Agreement.

          "Environmental  Laws"  means  all  applicable federal, state, local or
           -------------------
foreign  laws,  rules  and  regulations,  orders,  decrees,  judgments, permits,
filings  and licenses relating (i) to protection and clean-up of the environment
and  activities  or  conditions related thereto, including those relating to the
generation,  handling,  disposal,  transportation  or  release  of  hazardous
substances  and  (ii)  the  health  or  safety  of  employees  in  the workplace
environment, all as amended from time to time, and shall also include any common
law  theory  based  on nuisance, trespass, negligence or other tortious conduct.

     "ERISA"  means  the  Employee Retirement Income Security Act of 1974 or any
      -----
successor  law,  and  regulations  and  rules issued pursuant to such law or any
successor  law.

     "GAAP" means generally accepted accounting principles in the United States,
      ----
applied  on  a  consistent  basis.

      "Law" means all applicable laws, statutes, ordinances, rules, regulations,
       ---
orders,  writs, injunctions, judgments or decrees entered, enacted, promulgated,
enforced  or  issued by any court or other governmental or regulatory authority,
domestic  or  foreign.

     "Legal  Requirement"  means  any federal, state, local, municipal, foreign,
      ------------------
international,  multinational  or other administrative law, ordinance, principle
of  common  law,  regulation,  statute,  treaty,  court  or  arbitrator.

     "Material Adverse Effect" means a material adverse effect upon the business
      -----------------------
or  financial  condition  of  the Company (when used in Section 4.1) or OS (when
used  in  Section  4.2),  taken  as  a  whole  with  any  subsidiaries.
"Order" means any award, decision, injunction, judgment, order, ruling, subpoena
 -----
or verdict entered, issued, made or rendered by any court, administrative agency
or  other  governmental  body  or  by  any  arbitrator.

     "Ordinary  Course  of  Business"  means  an action taken by a Person where:
      ------------------------------

     (1)     such  action  is  consistent with the past practices of such Person
and  is taken in the ordinary course of the normal day-to-day operations of such
Person;


<PAGE>

     (2)  such action is not required to be authorized by the board of directors
of  such  Person  (or  by  any  Person  or  group  of Persons exercising similar
authority);  and

     (3)     such  action  is  similar  in  nature  and  magnitude  to  actions
customarily  taken,  without  any authorization by the board of directors (or by
any  Person  or  group of Persons exercising similar authority), in the ordinary
course of the normal day-to-day operations of other Persons that are in the same
line  of  business  as  such  Person.

     "Organizational  Documents"  means  the  articles  or  certificate  of
      -------------------------
incorporation  and  the  by-laws  of  a  corporation  and any amendment thereto.

     "Person"  means  any  individual,  corporation  (including  any  non-profit
      ------
corporation),  general  or limited partnership, limited liability company, joint
venture,  estate,  trust, association, organization, labor union or other entity
or  governmental  body.

     "Proceeding"  means any action, arbitration, audit, hearing, investigation,
      ----------
litigation  or  suit  (whether civil, criminal, administrative, investigative or
informal)  commenced,  brought,  conducted  or  heard by or before, or otherwise
involving,  any  governmental  body  or  arbitrator.

     "SEC"  means  the  United  States  Securities  and  Exchange  Commission.
      ---

"Securities  Act"  means  the  Securities  Act  of  1933,  as  amended.
 ---------------

                                    ARTICLE X
                                  MISCELLANEOUS

     10.1     Fees  and  Expenses.  Except  as  otherwise  provided  in  this
              -------------------
Agreement,  each party hereto will bear its own legal, accounting and other fees
and  expenses  incident  to  the Contemplated Transactions herein.  Any fees and
expenses  required  to  be  paid  by  any  party  hereunder  shall be limited to
reasonable  and  necessary  fees  and  expenses

     10.2     Modification,  Amendments  and  Waiver.  The  parties  hereto  may
              --------------------------------------
amend,  modify  or  otherwise  waive  any  provision of this Agreement by mutual
consent, provided that such consent and any amendment, modification or waiver is
in  writing  and  is  signed  by  each  of  the  parties  hereto.

     10.3     Assignment.  Neither  the  Company nor OS shall have the authority
              ----------
to  assign its respective rights or obligations under this Agreement without the
prior  written  consent  of  the  OS  Debenture  Holder.

10.4     Successors.  This  Agreement  shall  be binding upon and, to the extent
         ----------
permitted in this Agreement, shall inure to the benefit of the parties and their
respective  successors  and  permitted  assigns.


<PAGE>

     10.5     Entire  Agreement.  This Agreement and the exhibits, schedules and
              -----------------
other  documents  referred  to  herein  contain  the  entire agreement among the
parties  hereto  with respect to the Contemplated Transactions and supersede all
prior  agreements  with  respect  thereto,  whether  written  or  oral.

     10.6  Governing  Law.  This  Agreement  and  the  exhibits  hereto  shall
           --------------
be  governed  by  and  construed in accordance with the laws of the State of New
York,  without  giving  effect  to  principles  of  conflicts  or choice of laws
thereof.  Any  action  to  enforce  the  terms  of  this Agreement or any of its
exhibits  shall  be  brought  exclusively  in  the  state  and/or federal courts
situated  in the County and State of New York.  Service of process in any action
by  either party to enforce the terms of this Agreement may be made by serving a
copy  of the summons and complaint, in addition to any other relevant documents,
by  commercial overnight courier to the other party at its principal address set
forth  in  this  Agreement.

     10.7     Notices.  Any  notice, request, demand, waiver, consent, approval,
              -------
or  other  communication which is required or permitted to be given to any party
hereunder shall be in writing and shall be deemed given only if delivered to the
party  personally or sent to the party by facsimile upon electronic confirmation
of  receipt  (promptly followed by a hard-copy delivered in accordance with this
Section  10.7)  or three days after being mailed by registered or certified mail
(return  receipt requested), with postage and registration or certification fees
thereon  prepaid, or if sent by nationally recognized overnight courier, one day
after  being  mailed,  addressed  to  the  party at its address set forth below:

              If  to  OS  prior  to
              Post-Closing:             OS  MXM,  Inc.
                                        24351  Pasto  Road,  Suite  B
                                        Dana  Point,  CA  92629
                                        Attn:  Jehu  Hand,  President
                                        Tel:   (949)  489-2400
                                        Fax:  (949)  489-0034

              If  to  OS  after         OS  MXM,  Inc.
              Post-Closing:             c/o  Heritage  Worldwide,  Inc.
                                        210  South  Fourth  Ave.
                                        Phoenix,  Arizona  85003
                                        Attn:  Chief  Executive  Officer
                                        Tel:
                                        Fax:

              with  copies  to:         Gottbetter  &  Partners,  LLP
                                        Madison  Avenue
                                        New  York,  NY  10022
                                        Attn:  Adam  S.  Gottbetter,  Esq.
                                        Tel:  (212)  400-6900
                                        Fax:  (212)  400-6901

<PAGE>

              If  to  Acquisition:      PIP  Acquisition  II,  Inc.
                                        c/o  Heritage  Worldwide,  Inc.
                                        210  South  Fourth  Ave.
                                        Phoenix,  Arizona  85003
                                        Attn:  Chief  Executive  Officer
                                        Tel:
                                        Fax:

              with  copies  to:         Gottbetter  &  Partners,  LLP
                                        Madison  Avenue
                                        New  York,  NY  10022
                                        Attn:  Adam  S.  Gottbetter,  Esq.
                                        Tel:  (212)  400-6900
                                        Fax:  (212)  400-6901

              If  to  the  Company:     Heritage  Worldwide,  Inc.
                                        337  Avenue  de  Bruxelles-83507
                                        La  Seyne-Sur-Mer,  France
                                        Attn:     Chief  Executive  Officer
                                        Tel:     (33)  494-1098-10
                                        Fax:      (33)  494-1098-11

              with  copies  to:         Gottbetter  &  Partners,  LLP
                                        Madison  Avenue
                                        New  York,  NY  10022
                                        Attn:  Adam  S.  Gottbetter,  Esq.
                                        Tel:  (212)  400-6900
                                        Fax:  (212)  400-6901

or  to  such  other  persons or addresses as may be designated in writing by the
party  to  receive  such  notice.  If mailed as aforesaid, the day of mailing or
transmission  shall  be  the  date  any such notice shall be deemed to have been
delivered.

     10.8     Counterparts.  This  Agreement  may  be  executed  in  two or more
              ------------
counterparts,  each  of  which  shall  be  an  original,  but all of which shall
constitute  but  one agreement.  In the event that any signature is delivered by
facsimile  transmission,  such  signature  shall  create  a  valid  and  binding
obligation  of  the  party  executing  (or  on  whose  behalf  such signature is
executed) the same with the same force and effect as if such facsimile signature
page  were  an  original  thereof.

     10.9     Rights  Cumulative.  All  rights,  powers and privileges conferred
              ------------------
hereunder  upon  the parties, unless otherwise provided, shall be cumulative and
shall  not  be  restricted to those given by law.  Failure to exercise any power
given any party hereunder or to insist upon strict compliance by any other party
shall  not  constitute  a waiver of any party's right to demand exact compliance


<PAGE>

with  any  of  the  terms  or  provisions  hereof.

     10.10     Severability  of  Provisions.  The  provisions  of this Agreement
               ----------------------------
shall  be considered severable in the event that any of such provisions are held
by  a  court  of  competent  jurisdiction  to  be  invalid,  void  or  otherwise
unenforceable.  Such  invalid,  void or otherwise unenforceable provisions shall
be  automatically  replaced  by other provisions which are valid and enforceable
and  which  are  as  similar  as possible in term and intent to those provisions
deemed  to  be  invalid,  void  or  otherwise  unenforceable  and  the remaining
provisions  hereof  shall  remain enforceable to the fullest extent permitted by
law.

     10.11     Headings.  The headings set forth in the articles and sections of
               --------
this  Agreement  and  in  the  exhibits  and the schedules to this Agreement are
inserted for convenience of reference only and shall not be deemed to constitute
a  part  hereof.

                             [SIGNATURE PAGE FOLLOWS]


<PAGE>

IN  WITNESS  WHEREOF,  the  parties  hereto have executed this Agreement or have
caused  this  Agreement  to be executed and delivered on the date and year first
above  written.

                                         HERITAGE  WORLDWIDE,  INC.


                                         By:
                                             Jean  Claude  Mas,
                                             President
                                             OS  MXM,  INC.

                                         By: ___________________________________
                                             Jehu  Hand,  President  and
                                             Chief  Executive  Officer

                                         PIP ACQUISITION  II,  INC.


                                         By:
                                             Jean  Claude  Mas
                                             President


<PAGE>