AGREEMENT AND PLAN OF MERGER

                                 by and between

                              INFOCAST CORPORATION

                                       and

                                    i360 INC.

                                      dated

                                   MAY 3, 2000



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                               TABLE OF CONTENTS

ARTICLE I  TRANSACTIONS AND TERMS OF THE MERGER................................1
   Section 1.1 Merger..........................................................1
   Section 1.2 Time and Place of Closing.......................................2
   Section 1.3 Effective Time..................................................2
   Section 1.4 Effects of the Merger...........................................2
   Section 1.5 Certificate of Incorporation....................................2
   Section 1.6  Bylaws.........................................................2
   Section 1.7 Directors and Officers..........................................2
   Section 1.8 Surviving Corporation's Headquarters............................3

ARTICLE II  EXCHANGE OF SHARES.................................................3
   Section 2.1 Effect on Capital Stock.........................................3
   Section 2.2 Fractional Shares...............................................4
   Section 2.3 Rights of Former Shareholders of i360...........................4
   Section 2.4 Exchange Procedures.............................................5
   Section 2.5 No Liability....................................................6
   Section 2.6 Lost Certificates...............................................6
   Section 2.7 Dissenting Shares...............................................6

ARTICLE III  REPRESENTATIONS AND WARRANTIES OF i360............................7
   Section 3.1 Corporate Organization; Requisite Authority to
               Conduct Business; Articles of Incorporation and Bylaws..........7
   Section 3.2 Capitalization and Shareholdings................................7
   Section 3.3 Subsidiaries, etc...............................................7
   Section 3.4 Authority Relative to and Validity of Agreement.................8
   Section 3.5 Required Filings and Consents; No Conflict......................8
   Section 3.6 Financial Statements............................................8
   Section 3.7 No Undisclosed Liabilities......................................9
   Section 3.8 Absence of Certain Changes and Events...........................9
   Section 3.9 Taxes and Tax Returns...........................................9
   Section 3.10 Employee Benefit Plans........................................10
   Section 3.11 Title to Property.............................................10
   Section 3.12 Trademarks, Patents and Copyrights............................11
   Section 3.13 Legal Proceedings, Claims, Investigations, etc................11
   Section 3.14 Insurance.....................................................12
   Section 3.15 Material Contracts............................................12
   Section 3.16 Certain Transactions..........................................13
   Section 3.17 Broker........................................................13
   Section 3.18 Environmental Matters.........................................13
   Section 3.19 Illegal Payments..............................................13
   Section 3.20 Compliance with Law...........................................14
   Section 3.21 Receivables...................................................14
   Section 3.22 Labor.........................................................14
   Section 3.23 Banks; Safe Deposit Boxes.....................................14
   Section 3.24 Books of Account; Records.....................................15
   Section 3.25 Reorganization and Regulatory Matters.........................15
   Section 3.26 Employment Agreements.........................................15
   Section 3.27 Stock Option Agreements.......................................15


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ARTICLE IV  REPRESENTATIONS AND WARRANTIES OF INFOCAST........................15
   Section 4.1 Corporate Organization; Requisite Authority to Conduct Business15
   Section 4.2 Capitalization.................................................15
   Section 4.3 Subsidiaries, etc..............................................16
   Section 4.4 Authority Relative to and Validity of Agreement................16
   Section 4.5 Required Filings and Consents; No Conflict.....................16
   Section 4.6 SEC Reports and Financial Statements...........................17
   Section 4.7 No Undisclosed Liabilities.....................................17
   Section 4.8 Absence of Certain Changes and Events..........................18
   Section 4.9 Taxes and Tax Returns..........................................18
   Section 4.10 Employee Benefit Plans........................................18
   Section 4.11 Title to Property.............................................19
   Section 4.12 Trademarks, Patents and Copyrights............................19
   Section 4.13 Legal Proceedings, Claims, Investigations, etc................20
   Section 4.14 Insurance.....................................................20
   Section 4.15 Material Contracts............................................20
   Section 4.16 Certain Transactions..........................................21
   Section 4.17 Broker........................................................21
   Section 4.18 Environmental Matters.........................................21
   Section 4.19 Illegal Payments..............................................22
   Section 4.20 Compliance with Law...........................................22
   Section 4.21 Receivables...................................................22
   Section 4.22 Labor.........................................................23
   Section 4.23 Books of Account; Records.....................................23
   Section 4.24 Reorganization and Regulatory Matters.........................23

ARTICLE V  COVENANTS OF i360..................................................23
   Section 5.1 Covenants of i360 Regarding Conduct of Business
               Operations Pending the Closing.................................23
   Section 5.2 No Other Negotiations..........................................25

ARTICLE VI  COVENANTS OF INFOCAST.............................................25
   Section 6.1 Conversion of i360 Stock Options...............................25
   Section 6.2 i360 Employee Benefit Plans....................................26
   Section 6.3 Certain Employee Matters.......................................26
   Section 6.4 Indemnification, Exculpation and Insurance.....................27
   Section 6.5. Listing on a National Securities Exchange.....................27
   Section 6.6 2000 Operational Budget of i360................................27

ARTICLE VII  ADDITIONAL COVENANTS.............................................28
   Section 7.1 Covenants of All Parties.......................................28
   Section 7.2 Best Efforts...................................................28
   Section 7.3 Compliance.....................................................28
   Section 7.4 Notice.........................................................28
   Section 7.5 Access.........................................................28
   Section 7.6 Confidentiality................................................28
   Section 7.7 Announcements..................................................29
   Section 7.8 Covenants of Certain i360 Shareholders.........................29
ARTICLE VIII  CONDITIONS PRECEDENT TO OBLIGATIONS OF i360.....................29
   Section 8.1 Representations and Warranties True............................29
   Section 8.2 Performance of Covenants.......................................29
   Section 8.3 Shareholder Approval...........................................29
   Section 8.4 No Proceedings.................................................29
   Section 8.5 Consents and Approvals.........................................30
   Section 8.6  Opinion of InfoCast Counsel...................................30
   Section 8.7 Material Changes...............................................30

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   Section 8.8 Registration Rights Agreement..................................30
   Section 8.9 Employee Stock Options After Merger............................31
   Section 8.10 Escrow Agreement..............................................31
   Section 8.11 Shareholder Designee Agreement................................31

ARTICLE IX  CONDITIONS PRECEDENT TO OBLIGATIONS OF INFOCAST...................31
   Section 9.1 Representation and Warranties True.............................31
   Section 9.2 Performance of Covenants.......................................31
   Section 9.3 Shareholder Approval...........................................31
   Section 9.4 No Proceedings.................................................31
   Section 9.5 Consents and Approvals.........................................31
   Section 9.6 Opinion of i360's Counsel......................................32
   Section 9.7 Material Changes...............................................32
   Section 9.8 Financial Statements...........................................32
   Section 9.9 Registration Rights Agreement..................................32
   Section 9.10 Dissenting Shares.............................................33
   Section 9.11 Delivery of Questionnaires and Representation Letters.........33
   Section 9.12 Accredited Investors..........................................33
   Section 9.13 Escrow Agreement..............................................33
   Section 9.14 Shareholder Designee Agreement................................33
ARTICLE X  INDEMNIFICATION....................................................33
   Section 10.1 Survival of Representations, Warranties,
                Covenants and Agreements......................................33
   Section 10.2 Indemnification by i360.......................................33
   Section 10.3 Indemnification by InfoCast...................................33
   Section 10.4 Procedures for Indemnification................................33
   Section 10.5 Limitations on Indemnification by i360........................34
   Section 10.6 Mitigation of Losses..........................................35
   Section 10.7 Exclusivity...................................................35
   Section 10.8 Cooperation in Defense........................................35
   Section 10.9 Escrow Account................................................35

ARTICLE XI  CLOSING DOCUMENTS.................................................36
   Section 11.1 Documents to be Delivered by the Parties......................36
   Section 11.2 Documents to be Delivered by InfoCast.........................36
   Section 11.3 Documents to be Delivered by i360.............................36

ARTICLE XII  TERMINATION, AMENDMENT AND WAIVER................................37
   Section 12.1 Termination...................................................37
   Section 12.2 Effect of Termination.........................................37

ARTICLE XIII MISCELLANEOUS....................................................38
   Section 13.1 Expenses......................................................38
   Section 13.2 Notices.......................................................38
   Section 13.3 Entire Agreement; Amendments..................................39
   Section 13.4 Binding Effect, Benefits, Assignments.........................39
   Section 13 5 Applicable Law................................................39
   Section 13.6 Arbitration...................................................39
   Section 13.7 Headings......................................................39
   Section 13.8 Counterparts..................................................39
   Section 13.9 Costs and Fees of Dispute.....................................39
   Section 13.10 Definition of Material Adverse Effect........................40


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<PAGE>

SCHEDULES

Schedule 3.2          Capitalization and Shareholdings
Schedule 3.3          Subsidiaries
Schedule 3.8          Absence of Certain Changes and Events
Schedule 3.10         Employee Benefit Plans
Schedule 3.11         Owned and Leased Property
Schedule 3.12         Trademarks, Patents and Copyrights
Schedule 3.13         Legal Proceedings, Claims and Investigations, Etc.
Schedule 3.14         Insurance
Schedule 3.15         Material Contracts
Schedule 3.16         Certain Transactions
Schedule 3.17         Broker
Schedule 3.23         Banks; Safe Deposit Boxes
Schedule 3.26         Employment Agreements
Schedule 3.27         Stock Option Agreements
Schedule 4.3          Subsidiaries
Schedule 4.7          No Undisclosed Liabilities of InfoCast
Schedule 4.8          Absence of Certain Changes and Events
Schedule 4.9          Taxes and Tax Returns
Schedule 4.10         Employee Benefit Plans
Schedule 4.11         Owned and Leased Property
Schedule 4.14         Insurance
Schedule 4.15         Material Contracts
Schedule 4.17         Broker

EXHIBITS

Exhibit A             Escrow Agreement
Exhibit B             Shareholders Voting Agreement
Exhibit C             Registration Rights Agreement
Exhibit D             Investor Questionnaire
Exhibit E             Articles of  Merger
Exhibit F             Shareholder Designee Agreement
Exhibit G             i360 Year 2000 Operational Budget

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<PAGE>

                          AGREEMENT AND PLAN OF MERGER

                  AGREEMENT AND PLAN OF MERGER (the  "Agreement"),  dated May 3,
2000,  by  and  among  i360  Inc.,  a Utah  corporation  ("i360")  and  InfoCast
Corporation, a Nevada corporation ("InfoCast").

                              W I T N E S S E T H:

                                    PREAMBLE

         A.  The  respective  Boards  of  Directors  of i360 and  InfoCast  have
approved  the merger of i360 with and into  InfoCast  (the  "Merger"),  upon the
terms and subject to the  conditions set forth in this  Agreement,  whereby each
issued and  outstanding  share of common stock,  no par value per share, of i360
("i360  Common  Stock") will be  converted  into the right to receive the Merger
Consideration (as defined in Section 2.1).

         B. The  respective  Boards of  Directors of InfoCast and i360 have each
determined  that the  Merger  and the other  transactions  contemplated  by this
Agreement are consistent with, and in furtherance of, their respective  business
strategies and goals.

         C.   InfoCast  and  i360  desire  to  make   certain   representations,
warranties,  covenants and agreements in connection  with the Merger and also to
prescribe various conditions to the Merger.

         D. For federal income tax purposes, it is intended that the Merger will
qualify  as a  reorganization  under the  provisions  of  Section  368(a) of the
Internal Revenue Code of 1986, as amended (the "Code").

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
representations,   warranties,   and  mutual  covenants  and  agreements  herein
contained, the parties hereby agree as follows:

                                    ARTICLE I

                      TRANSACTIONS AND TERMS OF THE MERGER

Section 1.1 Merger.  Subject to the terms and conditions of this  Agreement,  at
the Effective  Time, i360 shall be merged with and into InfoCast (the "Merger"),
in accordance with the provisions of Section 92A.190 of the General  Corporation
Law of the State of Nevada (the  "Nevada  Act") and Section  16-10a-1107  of the
Utah  Business  Corporation  Act (the "UBCA").  InfoCast  shall be the surviving
corporation of the Merger (the "Surviving Corporation") and shall succeed to and
assume all the rights and obligations of i360 in accordance with Section 92A.250
of the Nevada Act.

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Section 1.2 Time and Place of Closing. The closing of the Merger (the "Closing")
will take place at 10:00 a.m.  on a date to be  specified  by the  parties  (the
"Closing Date"),  which (subject to satisfaction or waiver of the conditions set
forth in Articles  VIII and IX) shall be no later than the second  business  day
after  satisfaction  of the conditions set forth in Sections 8.4 and 9.4, unless
another time or date is agreed to by the parties.  The Closing  shall be held at
the office of InfoCast's  counsel,  Olshan  Grundman Frome  Rosenzweig & Wolosky
LLP, 505 Park Avenue,  New York, New York or at such other place as InfoCast and
i360 shall mutually agree.

Section 1.3 Effective Time. Subject to the provisions of this Agreement, as soon
as  practicable on or after the Closing Date, the parties shall file articles of
merger or other  appropriate  documents (the "Articles of Merger"),  executed in
accordance  with the  relevant  provisions  of the Nevada Act and the UBCA,  and
shall make all other filings or recordings required under the Nevada Act and the
UBCA. The Merger and other  transactions  contemplated  by this Agreement  shall
become effective on the date and at the time the Articles of Merger shall become
effective  with the  Secretaries  of State of the States of Nevada and Utah (the
"Effective Time").

Section 1.4 Effects of the Merger.  The Merger  shall have the effects set forth
in Section 92A.250 of the Nevada Act.

Section 1.5 Certificate of  Incorporation.  The certificate of  incorporation of
InfoCast,  as in effect  immediately  prior to the  Effective  Time shall be the
certificate  of  incorporation  of the Surviving  Corporation  until  thereafter
changed or amended as provided therein or by applicable law.

Section 1.6 Bylaws. The Bylaws of InfoCast as in effect immediately prior to the
Effective Time shall be the Bylaws of the Surviving  Corporation until otherwise
amended or repealed.

Section 1.7 Directors and Officers.

                  (a) Directors.  At the Effective  Time, the Board of Directors
of InfoCast shall appoint William G. Cochrane  ("Cochrane") and S. Drexel Ridley
("Ridley") to the Board of Directors of InfoCast, to serve until the next annual
meeting  of  the  shareholders  of  InfoCast  or  until  the  earlier  of  their
resignation or removal or until their respective successors are duly elected and
qualified, as the case may be, it being agreed that if either Cochrane or Ridley
shall be  unable  to serve as a  director  at the  Effective  Time,  i360  shall
designate another  individual to serve in such individual's  place. At the first
annual meeting of  shareholders  of InfoCast  following the Effective  Time, the
former directors of i360 immediately  prior to the Effective Time shall nominate
for election to the Board of Directors of InfoCast nominees  equaling  one-third
(1/3) of the  non-independent  members of the Board of Directors of InfoCast and
InfoCast shall  recommend that the  shareholders of InfoCast elect such nominees
to the Board of Directors of InfoCast.  Notwithstanding  the  provisions of this
Section 1.7(a),  the parties agree that the Board of Directors of InfoCast shall
consist of such number of independent  directors as is necessary or desirable to
comply with any listing rule of a national exchange or Nasdaq in connection with
the listing of the InfoCast  Common Stock on such  national  exchange or Nasdaq.


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<PAGE>

The  committees of the Board of Directors of the Surviving  Corporation  will be
elected by the Board of Directors in accordance with the Bylaws,  provided that,
if not prohibited by the Securities and Exchange Commission and any listing rule
of any  national  exchange or Nasdaq as they may apply to InfoCast at that time,
at least one  member of the Board of  Directors  representing  the  former  i360
shareholders shall be appointed to the Nominating Committee and the Compensation
Committee,  which obligation  terminates  simultaneously  with the second annual
meeting of shareholders of InfoCast following the Effective Time.

                  (b) Officers.  Cochrane shall serve as a Senior Vice President
of  InfoCast  and  President  of its i360  division  until  the  earlier  of his
resignation or removal.  If Cochrane  ceases to be a full-time  employee of i360
prior to the Effective Time, the parties will agree upon another person to serve
in his place.

Section 1.8 Surviving  Corporation's  Headquarters.  The  Surviving  Corporation
intends to maintain an office in Tucson,  Arizona for the continued operation of
the  business of i360 after the Merger  until at least  September  30, 2001 and,
thereafter,  shall  provide the  employees  in the Tucson  office six (6) months
prior written notice of any relocation of the Tucson office outside of Tucson or
closing of the Tucson office by InfoCast.

                                   ARTICLE II

                               EXCHANGE OF SHARES

Section 2.1 Effect on Capital  Stock.  Subject to the provisions of this Article
II, at the Effective Time, by virtue of the Merger and without any action on the
part of i360 or the holder of any shares of i360 Common  Stock or on the part of
any holder of any shares of the issued and outstanding common stock of InfoCast,
$0.001 par value per share (the "InfoCast Common Stock"):

                  (a)  Shares  Held in  Treasury.  Each of the  shares of common
stock of i360 held by i360 as treasury  stock  shall be canceled  and retired at
the Effective Time and no consideration shall be issued in exchange therefor.

                  (b)  Conversion of i360 Common  Stock.  Subject to Section 2.2
hereof and other than shares to be canceled in  accordance  with Section  2.1(a)
above,  each share of i360 Common Stock issued and  outstanding at the Effective
Time shall  cease to be  outstanding  and shall be  converted  into the right to
receive 0.30 of a fully paid and  nonassessable  share of InfoCast  Common Stock
(the "Merger Consideration").  As of the Effective Time, all such shares of i360
Common Stock shall no longer be outstanding and shall  automatically be canceled
and  retired  and  shall  cease to  exist,  and  each  holder  of a  certificate
representing any such shares of i360 Common Stock shall cease to have any rights
with respect thereto,  except the right to receive the Merger  Consideration and
any cash in lieu of fractional  shares of InfoCast  Common Stock to be issued or
paid in consideration  therefor upon surrender of such certificate in accordance
with Section 2.2, without  interest.  Each shareholder of i360 shall be required
to represent and warrant as a condition of receiving  shares of InfoCast  Common
Stock that he or

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<PAGE>

she is acquiring  such shares  solely for his or her own account for  investment
purposes and not with a view to  distribution  or resale;  he or she understands
that  upon  issuance  hereunder  none  of the  InfoCast  Common  Stock  will  be
registered  under the  Securities  Act of 1933 (the  "Securities  Act") and such
shares may not be  transferred,  assigned or  negotiated  except  pursuant to an
applicable  exemption under the Securities Act; that stop transfer  instructions
will be issued against all such shares and that the certificates  evidencing the
InfoCast Common Stock shall bear the following legend:

         "THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933 (THE "ACT") OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT
         BE  SOLD  EXCEPT  AS  PERMITTED  UNDER  THE ACT  AND  APPLICABLE  STATE
         SECURITIES LAWS, PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM."

Section 2.2  Fractional  Shares.  Anything  set forth in this  Agreement  to the
contrary  notwithstanding,  each holder of shares of i360 Common Stock exchanged
pursuant  to the  Merger who would  otherwise  have been  entitled  to receive a
fraction of a share of InfoCast  Common  Stock  (after  taking into  account all
certificates  delivered by such holder) shall  receive,  in lieu  thereof,  cash
(without interest) in an amount equal to the product obtained by multiplying (A)
the  fractional  share  interest to which such holder (after taking into account
all shares of i360 Common Stock held at the Effective Time by such holder) would
otherwise  be entitled by (B) the closing  price for a share of InfoCast  Common
Stock as reported on the OTCBB (as reported in the Wall Street  Journal,  or, if
not reported therein,  any other  authoritative  source) on the Closing Date. As
soon as practicable after the determination of the amount of cash, if any, to be
paid to  holders of i360  Common  Stock with  respect  to any  fractional  share
interest, the Exchange Agent will make available such amounts to such holders of
i360 Common  Stock  subject to and in  accordance  with the terms of Section 2.4
(b). No such holder will be entitled to dividends,  voting rights,  or any other
rights as a shareholder in respect of any fractional shares.

Section 2.3 Rights of Former  Shareholders  of i360. At the Effective  Time, the
stock  transfer  book of i360 shall be closed as to holders of i360 Common Stock
immediately  prior to the Effective Time and no transfer of i360 Common Stock by
any such holder shall  thereafter be made or recognized.  Until  surrendered for
exchange  pursuant  to  Section  2.4(b)  hereof,  each  certificate  theretofore
representing shares of i360 Common Stock shall from and after the Effective Time
represent  for all purposes  only the right to receive the Merger  Consideration
and other cash, if any,  which the holder  thereof has the right to receive upon
in respect of such  certificate  pursuant to the  provisions of this Article II,
subject,  however,  to i360's  obligation to pay any dividends or make any other
distributions  with a record  date prior to the  Effective  Time which have been
declared  or made by i360 in  respect  of such  shares of i360  Common  Stock in
accordance  with the  terms of this  Agreement  and which  remain  unpaid at the
Effective  Time.  Whenever a  dividend  or other  distribution  is  declared  by
InfoCast on the shares of InfoCast Common Stock, the record date for which is at
or after the Effective  Time, the declaration  shall include  dividends or other
distributions  on all shares of i360  Common  Stock  issuable  pursuant  to this
Agreement,  but no  dividend  or other  distribution  payable to the  holders of
record of shares of i360 Common Stock as of any time subsequent to the Effective
Time shall be delivered to the holder of any certificate  representing shares of
i360 Common  Stock  issued and  outstanding  at the  Effective  Time unless such
certificate is surrendered pursuant to Section 2.4(b) hereof.


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<PAGE>

Section 2.4 Exchange Procedures.

                  (a) Exchange Agent.  As of the Effective Time,  InfoCast shall
enter into an agreement  with such bank or trust company as may be designated by
InfoCast and i360 (the  "Exchange  Agent"),  which shall  provide that  InfoCast
shall deposit with the Exchange Agent as of the Effective  Time, for the benefit
of the holders of shares of i360  Common  Stock and for  exchange in  accordance
with this Article II,  through the  Exchange  Agent,  the Merger  Consideration,
together with any dividends or distributions  with respect thereto with a record
date after the  Effective  Time and any cash  payable in lieu of any  fractional
shares of InfoCast Common Stock issuable pursuant to Section 2.2 in exchange for
issued and outstanding shares of i360 Common Stock.

                  (b) Exchange  Procedures.  As soon as  reasonably  practicable
after the Effective Time, the Exchange Agent shall mail to each holder of record
of a certificate or certificates  which  immediately prior to the Effective Time
represented  outstanding shares of i360 Common Stock (the "Certificates")  whose
shares  were  converted  into the  right to  receive  the  Merger  Consideration
pursuant to Section  2.1(b),  (i) a letter of  transmittal  (which shall specify
that delivery shall be effected,  and risk of loss and title to the Certificates
shall pass,  only upon delivery of the  Certificates  to the Exchange  Agent and
shall be in such form and have such other  provisions  as InfoCast  and i360 may
reasonably  specify) and (ii) instructions for use in effecting the surrender of
the Certificates in exchange for the Merger  Consideration.  Upon surrender of a
Certificate for cancellation to the Exchange Agent, together with such letter of
transmittal,  duly  executed,  and such other  documents  as  reasonably  may be
required by the Exchange Agent, the holder of such Certificate shall be entitled
to receive in exchange therefor a certificate  representing that number of whole
shares of  InfoCast  Common  Stock and cash which  such  holder has the right to
receive  pursuant to the  provisions of this Article II, and the  Certificate so
surrendered  shall  forthwith  be canceled,  less the amount of InfoCast  Common
Stock subject to the escrow set forth in Section  2.4(c) of this  Agreement.  In
the  event  of a  transfer  of  ownership  of i360  Common  Stock  which  is not
registered  in the transfer  records of i360,  a  certificate  representing  the
proper number of shares of InfoCast Common Stock may be issued to a person other
than the person in whose name the  Certificate  so  surrendered is registered if
such Certificate  shall be properly  endorsed or otherwise be in proper form for
transfer and the person requesting such issuance shall pay any transfer or other
taxes required by reason of the issuance of shares of InfoCast Common Stock to a
person other than the registered  holder of such Certificate or establish to the
satisfaction of InfoCast that such tax has been paid or is not applicable. Until
surrendered  as  contemplated  by this Section 2.4,  each  Certificate  shall be
deemed  at any time  after the  Effective  Time to  represent  only the right to
receive upon such  surrender  the Merger  Consideration  and other cash, if any,
which the holder thereof has the right to receive in respect of such Certificate
pursuant to the  provisions of this Article II. No interest will be paid or will
accrue on any cash payable to holders of Certificates pursuant to the provisions
of this Article II.

                  (c)  Escrow  Shares.  On the  Closing  Date,  InfoCast,  i360,
Cochrane,  Ridley, LeRoy Hucke and an escrow agent reasonably  acceptable to the
parties  ("Escrow Agent") shall


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<PAGE>

each  execute and deliver the escrow  agreement in a form  substantially  as set
forth on Exhibit A (the "Escrow  Agreement").  As soon as practicable  after the
Effective Date, InfoCast shall deliver to the Escrow Agent pursuant to the terms
of the Escrow  Agreement,  either  options for the purchase  shares or shares of
InfoCast Common Stock which in the aggregate total of 750,000 shares of InfoCast
Common  Stock (the "Escrow  Account").  The options or shares held in the Escrow
Account  shall be held to  reimburse  InfoCast for any claims it is compelled to
pay as a result of the indemnity of former directors of i360 pursuant to Section
6.4 of this  Agreement or to satisfy the claims of InfoCast  pursuant to Section
10.2 of this Agreement for any breach of the  representations  and warranties of
i360 contained in Article III of this Agreement.

Section 2.5 No Liability.  None of InfoCast, i360 or the Exchange Agent shall be
liable to any  person in  respect of any  shares of  InfoCast  Common  Stock (or
dividends or distributions  with respect thereto) delivered to a public official
pursuant to any applicable  abandoned  property,  escheat or similar law. If any
Certificate  shall  not have been  surrendered  prior to seven  years  after the
Effective  Time (or  immediately  prior to such earlier date on which any Merger
Consideration,  any cash payable to the holder of such Certificate  representing
i360 Common Stock pursuant to this Article II or any dividends or  distributions
payable to the holder of such Certificate  would otherwise  escheat to or become
the property of any Governmental Authority (as defined in Section 3.4), any such
Merger  Consideration  or cash,  dividends or  distributions  in respect of such
Certificate  shall,  to the  extent  permitted  by  applicable  law,  become the
property of the Surviving Corporation,  free and clear of all claims or interest
of any person previously entitled thereto.

Section 2.6 Lost  Certificates.  If any Certificate shall have been lost, stolen
or  destroyed,  upon the  making  of an  affidavit  of that  fact by the  person
claiming such  Certificate  to be lost,  stolen or destroyed and, if required by
the  Surviving  Corporation,  the  posting  by  such  person  of a bond  in such
reasonable  amount as the Surviving  Corporation may direct as indemnity against
any claim that may be made  against it with  respect  to such  Certificate,  the
Exchange  Agent  will  issue in  exchange  for such  lost,  stolen or  destroyed
Certificate  the Merger  Consideration  and, if applicable,  any cash in lieu of
fractional  shares, and unpaid dividends and distributions on shares of InfoCast
Common Stock deliverable in respect thereof, pursuant to this Agreement.

Section 2.7 Dissenting Shares. Notwithstanding anything in this Agreement to the
contrary,  shares of i360  Common  Stock  outstanding  immediately  prior to the
Effective  Time held by a holder (if any) who is  entitled  to  demand,  and who
properly  demands,   appraisal  for  such  shares  in  accordance  with  Section
16-10a-1301  of the UBCA  ("Dissenting  Shares")  shall not be converted  into a
right to receive  Merger  Consideration  unless such holder  fails to perfect or
otherwise loses such holder's right to appraisal, if any. If after the Effective
Time such  holder  fails to perfect or loses any such right to  appraisal,  such
Dissenting  Shares  shall be  treated  as if they had been  converted  as of the
Effective Time into a right to receive Merger Consideration  pursuant to Section
2.1(b).  i360  shall give  prompt  written  notice to  InfoCast  of any  demands
received by i360 for appraisal of shares of i360 Common Stock and InfoCast shall
have the right to participate in negotiations  and  proceedings  with respect to
such demands. Prior to the Effective Time, i360 shall not, except with the prior
written consent of InfoCast,  which consent shall not be unreasonably  withheld,
make any  payment  with  respect  to,  or settle  or offer to  settle,


                                       6
<PAGE>

any such  demands.  Any  Merger  Consideration  that would  otherwise  have been
allocated  to the  Dissenting  Shares if the holders  thereof  had not  properly
perfected their appraisal rights will not be paid under Section 2.1(b).

                                   ARTICLE III

                     REPRESENTATIONS AND WARRANTIES OF i360

         i360 hereby represents and warrants to InfoCast, as of the date of this
Agreement, as follows:

Section 3.1 Corporate  Organization;  Requisite  Authority to Conduct  Business;
Articles of  Incorporation  and Bylaws.  i360 is a corporation  duly  organized,
validly  existing and in good standing under the laws of the State of Utah. i360
has  provided  InfoCast  with  true  and  complete  copies  of its  articles  of
incorporation  (certified  by the  Secretary  of State of the State of Utah) and
Bylaws (certified by the Secretary of i360) in effect on the date hereof.  Prior
to the Closing,  the minute books of i360 will be made available to InfoCast for
inspection,  and will  contain  true and  complete  records of all  meetings and
consents  in  lieu of  meeting  of  i360's  Board  of  Directors  and of  i360's
stockholders  since the  incorporation  of i360,  which  accurately  reflect all
transactions  referred to in such minutes and consents in lieu of meeting.  i360
has all corporate  power and authority to own,  operate and lease its properties
and to carry on its  business as the same is now being  conducted.  i360 is duly
qualified  or  licensed  to do  business  and is in good  standing  as a foreign
corporation  in every  jurisdiction  in which the conduct of its business or the
ownership  or  leasing  of its  properties  requires  it to be so  qualified  or
licensed  except where the failure to be so duly  qualified or licensed will not
have a material adverse effect on i360's business.

Section 3.2 Capitalization  and  Shareholdings.  The authorized capital stock of
i360 consists of (i) 75,000,000 shares of common stock,  16,280,000 of which are
issued and  outstanding;  (ii) 5,000,000 shares of preferred stock, 300 of which
are issued and outstanding and convertible into 9,000,000 shares of common stock
of i360,  (iii)  options to purchase  an  additional  14,720,000  shares of i360
Common  Stock at an  exercise  price of $0.10 per  share,  and (iv)  options  to
purchase an  additional  3,436,010  shares of i360  Common  Stock at an exercise
price of $1.33 per share.  The capital stock of i360 is duly  authorized and all
issued  capital  stock has been duly and  validly  issued  and is fully paid and
non-assessable  and free of preemptive  rights.  Except as disclosed on Schedule
3.2,  there is not  outstanding,  and i360 is not bound by or  subject  to,  any
subscription,  option,  warrant, call, right, contract,  commitment,  agreement,
understanding or arrangement to issue any additional  shares of capital stock of
i360,  including  any right of  conversion  or  exchange  under any  outstanding
security or other  instrument,  and no shares are  reserved for issuance for any
purpose.

Section 3.3  Subsidiaries,  etc.  Except as set forth on Schedule 3.3, i360 does
not own  (directly  or  indirectly)  any  equity  interest  in any  corporation,
partnership,  limited  liability  company,  joint venture,  association or other
entity.
                                       7

<PAGE>

Section 3.4  Authority  Relative  to and  Validity  of  Agreement.  i360 has the
requisite  corporate  power and authority to execute and deliver this  Agreement
and to assume and perform all of its  obligations  hereunder.  The execution and
delivery  of  this  Agreement  by  i360  and  the  performance  by  i360  of its
obligations  hereunder has been duly  authorized by its Board of Directors  and,
subject to the approval of the stockholders of i360, no further authorization on
the part of i360 is necessary to authorize  the execution and delivery by it of,
and the  performance of its  obligations  under,  this  Agreement.  There are no
corporate,  contractual,  statutory or other  restrictions  of any kind upon the
power and  authority  of i360 to  execute  and  deliver  this  Agreement  and to
consummate  the  transactions  contemplated  hereunder and no action,  waiver or
consent  by  any  foreign,  federal,  state,  municipal  or  other  governmental
department, commission or agency ("Governmental Authority") is necessary to make
this  Agreement a valid  instrument  binding  upon i360 in  accordance  with its
terms.  This  Agreement  has  been  duly  executed  and  delivered  by i360  and
constitutes,  legal,  valid  and  binding  obligations  of i360  enforceable  in
accordance with their terms,  except (i) as such  enforceability  may be limited
subject  to any  bankruptcy,  insolvency,  reorganization,  moratorium  or other
similar laws affecting creditors' rights generally, (ii) as such obligations are
subject to general  principles of equity and (iii) as rights to indemnity may be
limited by federal or state securities laws or by public policy.

Section 3.5 Required Filings and Consents; No Conflict.  i360 is not required to
submit any notice,  report or other  filing with any  Governmental  Authority in
connection  with the  execution,  delivery or  performance  of this Agreement by
i360. The consummation of the transactions  contemplated  hereby do not and will
not (a) conflict with or violate any law, regulation,  judgment, order or decree
binding upon i360, (b) conflict with or violate any provision of its certificate
of incorporation  charter or bylaws,  or (c) conflict with or result in a breach
of any  condition  or provision  of, or  constitute a default (or an event which
with notice or lapse of time or both would become a default) under, or result in
the  creation  or  imposition  of any  lien,  charge  or  encumbrance  upon  any
properties  or assets of i360  pursuant to, or cause or permit the  acceleration
prior to maturity of any amounts owing under,  any  indenture,  loan  agreement,
mortgage, deed of trust, lease, contract,  license, franchise or other agreement
or  instrument  to which i360 is a party or which is or  purports  to be binding
upon i360 or by which any of its properties are bound.  The execution,  delivery
and  performance  of  this  Agreement  by  i360  and  the  consummation  of  the
transactions  contemplated  hereby  will not result in the loss of any  license,
franchise,  legal  privilege  or  permit  possessed  by i360 or give a right  of
termination to any party to any agreement or other instrument to which i360 is a
party or by which any of its properties are bound.

Section 3.6 Financial  Statements.  i360 has heretofore  delivered to InfoCast a
true and  complete  copy of its audited  balance  sheet,  income  statement  and
statement  of  operations  covering  the period from  i360's  date of  inception
through for the fiscal year ended  December  31,  1999 and will  deliver  within
seven (7) days  following the date of this  Agreement  the  quarterly  unaudited
balance sheet,  statement of operations,  and statement of cash flow of i360 for
the period ended March 31, 2000 (together with the related notes, such financial
statements are referred to in this Agreement as the "Financial Statements"). The
Financial  Statements have in all material  respects been prepared in accordance
with United  States  generally  accepted  accounting  principles  ("U.S.  GAAP")
applied on a consistent  basis throughout the periods


                                       8

<PAGE>

involved (except as may be indicated therein or in the notes thereto) and fairly
present the financial position of i360 as of the date thereof and the results of
operations of i360 for the periods indicated.

Section  3.7 No  Undisclosed  Liabilities.  i360 has no  debts,  liabilities  or
obligations of any kind, whether accrued, absolute, contingent or other, whether
due or to become due in excess of $25,000 in the aggregate,  except as (i) shown
in the Financial Statements, or (ii) incurred in the ordinary course of business
since March 31, 2000.

Section  3.8  Absence  of Certain  Changes  and  Events.  Except as set forth on
Schedule 3.8,  since March 31, 2000,  there has not been,  with respect to i360,
(i) any Material Adverse Effect;  (ii) any strike,  picketing,  work slowdown or
labor  disturbance;  (iii) any material damage,  destruction or loss (whether or
not covered by  insurance)  with respect to any assets or  properties;  (iv) any
redemption or other acquisition by it of i360 Common Stock or any declaration or
payment of any dividend or other  distribution  in cash,  stock or property with
respect  thereto;  (v)  except in  connection  with or as  contemplated  by this
Agreement,  any entry into any  commitment or  transaction  (including,  without
limitation,  any  borrowing or capital  expenditure)  other than in the ordinary
course of business;  (vi) any transfer of, or rights granted under,  any leases,
licenses, agreements, patents, trademarks, trade names, or copyrights other than
those  transferred or granted in the ordinary  course of business and consistent
with past practice; (vii) any mortgage,  pledge, security interest or imposition
of any other  encumbrance  on any assets or  properties  except in the  ordinary
course of  business;  any  payment  of any  debts,  liabilities  or  obligations
("Liabilities")   of  any  kind  other  than  Liabilities   currently  due;  any
cancellation  of any debts or claims or  forgiveness of amounts owed to i360; or
(viii) any change in  accounting  principles or methods  (except  insofar as may
have been  required by a change in U.S.  GAAP).  Since March 31, 2000,  i360 has
conducted  its business only in the ordinary  course and in a manner  consistent
with past  practice and has not made any  material  change in the conduct of its
business or operations.  Without limiting the generality of the foregoing, since
March 31, 2000, i360 has not made any payments (except in the ordinary course of
business and in amounts and in a manner consistent with past practice) under any
i360 Employee Plan (as defined in Section 3.10) or to any employee,  independent
contractor  or  consultant,  entered into any new i360  Employee Plan or any new
consulting  agreement,  granted or  established  any awards  under any such i360
Employee Plan or agreement, in any such case providing for payments of more than
$25,000 or adopted or otherwise amended any of the foregoing.

Section 3.9 Taxes and Tax Returns.

                  (a) For purposes of this Agreement, (i) the term "Taxes" shall
mean all taxes, charges, fees, levies or other assessments,  including,  without
limitation,  income, gross receipts,  excise, property,  sales, license, payroll
and franchise taxes, imposed by any Governmental Authority whether computed on a
unitary,  combined or any other basis;  and such term shall include any interest
and penalties or additions to tax; and (ii) the term "Tax Return" shall mean any
report,  return or other information  required to be filed with,  supplied to or
otherwise made available to a taxing authority for any Governmental Authority in
connection with Taxes.
                                       9

<PAGE>
                  (b) i360  has (i)  duly  filed  with  the  appropriate  taxing
authorities for any Governmental  Authority all Tax Returns required to be filed
by or with respect to i360, or are properly on extension and all such duly filed
Tax Returns are true,  correct and  complete in all  respects,  and (ii) paid in
full or made adequate  provisions for on its balance sheet (in  accordance  with
U.S. GAAP) all Taxes shown to be due on such Tax Returns. There are no liens for
Taxes upon the assets of i360 except for  statutory  liens for current Taxes not
yet due and payable or which may thereafter be paid without penalty or are being
contested  in good  faith.  i360 has not  received  any notice of audit,  is not
undergoing  any audit of its Tax  Returns,  and has not  received  any notice of
deficiency or assessment from any taxing authority with respect to liability for
Taxes of i360 which has not been fully paid or finally settled.  There have been
no waivers of statutes of  limitations  by i360 with  respect to any Tax Returns
which relate to i360.  i360 has not filed a request  with the  Internal  Revenue
Service for changes in accounting methods within the last two years which change
would effect the accounting for tax purposes, directly or indirectly, of i360.

Section 3.10 Employee Benefit Plans. Schedule 3.10 hereto comprises a listing of
each bonus,  stock option,  stock purchase,  benefit,  profit sharing,  savings,
retirement,  liability,  insurance,  incentive, deferred compensation, and other
similar  fringe or employee  benefit  plans,  programs or  arrangements  for the
benefit of or  relating  to,  any  employee  of, or  independent  contractor  or
consultant  to,  and  all  other  compensation  practices,  policies,  terms  or
conditions,  whether written or unwritten (the "i360 Employee Plans") which i360
presently maintains, to which i360 presently contributes or under which i360 has
any liability and which relate to employees or independent  contractors of i360.
The i360  Employee  Plans  administered  by i360 have been  administered  in all
respects in accordance with all requirements of applicable law and terms of each
such plan.  Each i360 Employee Plan that is required or intended to be qualified
under applicable law or registered or approved by a Governmental Authority,  has
been so  qualified,  registered  or  approved  by the  appropriate  Governmental
Authority  and nothing has  occurred  since the date of the last  qualification,
registration  or  approval  to  adversely  affect,  or  cause,  the  appropriate
Governmental  Authority to revoke such qualification,  registration or approval.
All contributions  (including premiums) required by law or contract to have been
made or approved by i360 under or with respect to i360 Employee  Plans have been
paid or accrued by i360.  Without limiting the foregoing,  there are no unfunded
liabilities  under any i360 Employee Plan.  i360 has not received  notice of any
investigations,  litigation  or other  enforcement  actions  against  i360  with
respect to any of i360 Employee Plans.  There are no pending  actions,  suits or
claims by former or  present  employees  of i360 (or their  beneficiaries)  with
respect to i360 Employee Plans or the assets or fiduciaries  thereof (other than
routine claims for benefits).

Section 3.11 Title to Property.  i360 has good and  marketable  title,  or valid
leasehold rights (in the case of leased property),  to all real property and all
personal property purported to be owned or leased by it or used in the operation
of its  business,  free and clear of all  encumbrances,  excluding (i) liens for
taxes, fees, levies,  imposts,  duties or governmental charges of any kind which
are not yet  delinquent  or are being  contested  in good  faith by  appropriate
proceedings  which suspend the  collection  thereof;  (ii) liens for  mechanics,
materialmen,  laborers,  employees,  suppliers  or  others  which  are  not  yet
delinquent  or are being  contested  in good faith by  appropriate  proceedings;
(iii) liens created in the ordinary  course of business in  connection  with

                                       10


<PAGE>

the leasing or financing of office, computer and related equipment and supplies;
(iv)  easements  and  similar   encumbrances   ordinarily   created  for  fuller
utilization  and  enjoyment  of  property;  and (v) liens or defects in title or
leasehold  rights that either  individually  or in the aggregate do not and will
not have a Material Adverse Effect.  All of such owned or leased property with a
value in excess of $5,000 is listed on Schedule 3.11 hereto.

Section 3.12 Trademarks, Patents and Copyrights.

                  (a) For  purposes of this  Agreement,  the term "i360  Rights"
shall  mean all  worldwide  intellectual  property  rights,  including,  without
limitation, each patent, patent right, license, patent application,  trade name,
trademark, trademark registration,  copyright, copyright registration, copyright
application,  service mark, brand mark, brand name and trade secrets relating to
or arising from any proprietary process,  formula,  source or object code, owned
or  possessed  by i360.  i360 owns or has the right to use,  sell or license all
i360  Rights  and such i360  Rights  are  sufficient  for the  conduct of i360's
businesses as being  conducted as of the date hereof.  Schedule  3.12(a)  hereto
lists each of the i360 Rights owned or possessed by i360;

                  (b) The execution,  delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby will not constitute
a breach of any instrument or agreement  governing any of the i360 Rights,  will
not cause the forfeiture or termination or give rise to a right of forfeiture or
termination  of any of the i360 Rights or impair the right of i360 to use,  sell
or license any of the i360 Rights or any portion thereof;

                  (c) Except as  disclosed  on  Schedule  3.12(c),  neither  the
manufacture,  marketing, license, sale or intended use of any product or service
currently  licensed  or  sold by i360 or  currently  under  development  by i360
violates any license or agreement  between i360 and any third party  relating to
such  product or service or infringes  any  intellectual  property  right of any
other party,  and there is no pending or, to the  knowledge of i360,  threatened
claim or litigation  contesting  the validity,  ownership or right to use, sell,
license or dispose of any of the i360 Rights nor,  to the  knowledge  of i360 is
there any basis for any such claim,  nor has i360 received any notice  asserting
that any of the i360 Rights or the proposed use,  sale,  license or  disposition
thereof  conflicts or will conflict with the rights of any other party,  nor, to
the best knowledge of i360, is there any basis for any such assertion; and

                  (d) Except as  disclosed  on Schedule  3.12(d),  no current or
prior officers,  employees or consultants of i360 claim an ownership interest in
any of the i360 Rights as a result of having been involved in the development of
such property while employed by or consulting to i360 or otherwise.

Section 3.13 Legal Proceedings, Claims, Investigations, etc. Except as set forth
on Schedule 3.13, here is no legal, administrative,  arbitration or other action
or proceeding or governmental investigation pending or to the knowledge of i360,
threatened,  against i360, any director, officer or employee thereof relating to
i360's  business.  i360 has not been  informed  of any  violation  of or default
under, any laws,  ordinances,  regulations,  judgments,  injunctions,  orders or
decrees (including without  limitation,  any immigration laws or regulations) of
any  Governmental


                                       11

<PAGE>

Authority  or  arbitrator  applicable  to the  business  of  i360.  i360  is not
currently  subject to any  judgment,  order,  injunction or decree of any court,
arbitral authority, administrative agency or other Governmental Authority.

Section  3.14  Insurance.  Schedule  3.14  hereto  sets  forth a list and  brief
description of all existing insurance policies  maintained by i360 pertaining to
its  business  properties,  personnel  or assets.  i360 is not in  default  with
respect to any material provision contained in any insurance policy, and has not
failed to give any notice or present any claim under any insurance policy in due
and timely  fashion.  Prior to the Closing,  all such  policies  shall have been
delivered  to  InfoCast  and are in full force and  effect.  All  payments  with
respect  to such  policies  are  current  and i360 has not  received  any notice
threatening a suspension,  revocation,  modification or cancellation of any such
policy.

Section 3.15 Material Contracts.

                  (a) Except as set forth on Schedule 3.15 hereto, i360 is not a
party to and is not bound by any contract or has any commitment, whether written
or oral which has a term in excess of one year and will  result in  payments  in
excess of $25,000  other than (i) contracts or  commitments  entered into in the
ordinary  course of business with vendors and  customers  and (ii)  contracts or
commitments cancelable upon not more than 30 days' notice. Each of the contracts
and  commitments  set  forth on  Schedule  3.15  hereto  and  each of the  other
contracts and  commitments to which i360 is a party,  is valid and existing,  in
full force and effect and enforceable in accordance  with its terms,  subject to
any  bankruptcy,  insolvency,  reorganization,  moratorium or other similar laws
affecting   creditors'  rights  generally,   general  equitable  principles  and
limitations  on rights to  indemnity by federal or state  securities  laws or by
public  policy,  and to the knowledge of i360,  there is no material  default or
claim of default against i360 or any notice of termination with respect thereto.
i360 has  complied  in all  material  respects  with all  requirements  of,  and
performed all of its  obligations  under,  such  contracts and  commitments.  In
addition, no other party to any such contract or commitment is, to the knowledge
of i360,  in  default  under or in  breach  of any  material  term or  provision
thereof, and to the knowledge of i360, there exists no condition or event which,
after notice or lapse of time or both,  would  constitute a material  default by
any  party  to any  such  contract  or  commitment.  Copies  of all the  written
documents  and a synopsis of all oral  contracts  and  commitments  described on
Schedule  3.15 hereto have  heretofore  been made  available to InfoCast and are
true and  complete  and  include  all  amendments  and  supplements  thereto and
modifications thereof to and including the date hereof.

                  (b) Except as set forth on Schedule 3.15,  i360 is not a party
to any oral or written (i) agreement with any consultant,  executive  officer or
other key employee the benefits of which are  contingent,  or the terms of which
are materially altered, upon the occurrence of the transactions  contemplated by
this Agreement,  or (ii) agreement or plan,  including any stock option plan and
the like, any of the benefits of which will be increased,  or the vesting of the
benefits of which will be  accelerated,  by the  occurrence of the  transactions
contemplated by this Agreement.
                                       12

<PAGE>

Section  3.16 Certain  Transactions.  Except as set forth on Schedule  3.16,  no
officer,  director or any employee of i360,  or any member of any such  person's
immediate  family  is  presently  a  party  to  any  contract,   arrangement  or
understanding  with i360 (i) providing  for the  furnishing of services by, (ii)
providing for the rental of real or personal  property from, or (iii)  otherwise
requiring  payments  to (other  than for  services  as  officers,  directors  or
employees of i360),  any such person or any corporation,  partnership,  trust or
other  entity  in  which  any  such  person  has  a  substantial  interest  as a
stockholder, officer, director, trustee or partner.

Section 3.17 Broker.  Except as set forth on Schedule 3.17, no broker, finder or
investment  banker  is  entitled  to any  brokerage  or  finder's  fee or  other
commission in connection with the transactions  contemplated hereby based on the
arrangements made by or on behalf of i360.

Section 3.18 Environmental Matters.

                  (a) i360 is not the subject of, or to the  knowledge  of i360,
being  threatened to be the subject of (i) any enforcement  proceeding,  or (ii)
any  investigation,  brought in either  case under any  federal,  state or local
environmental law, rule, regulation, or ordinance at any time in effect or (iii)
any  third  party  claim  relating  to  environmental  conditions  on or off the
properties  of i360.  i360 has not been notified that it must obtain any permits
and licenses or file  documents for the operation of its business under federal,
state and local laws relating to pollution  protection of the environment.  i360
has not been notified of any  conditions on or off the  properties of i360 which
will give rise to any liabilities, known or unknown, under any federal, state or
local environmental law, rule, regulation or ordinance,  or as the result of any
claim  of  any  third  party.   For  the  purposes  of  this  Section  3.18,  an
investigation shall include,  but is not limited to, any written notice received
by i360 which relates to the onsite or offsite disposal,  release,  discharge or
spill of any waste, waste water, pollutant or contaminants.

                  (b) There  are no toxic  wastes  or other  toxic or  hazardous
substances  or  materials,  pollutants  or  contaminants  which i360 (or, to the
knowledge of i360, any previous occupant of i360's  facilities) has used, stored
or otherwise held in or on any of the facilities of i360,  which, are present at
or have migrated from the facilities,  whether contained in ambient air, surface
water, groundwater,  land surface strata. The facilities have been maintained by
i360 in compliance with all environmental protection, ordinances,  restrictions,
licenses,  and  regulations.  i360 has not disposed of or arranged (by contract,
agreement or otherwise)  for the disposal of any materials that was generated or
used by i360 at any off-site location that has been or is listed or proposed for
inclusion on any list promulgated by any Governmental  Authority for the purpose
of identifying  sites which pose a danger to health and safety.  There have been
no environmental studies, reports and analyses made or prepared in the last year
relating to the  facilities  of i360.  i360 has not  installed  any  underground
storage tanks in any of its facilities and none of such  facilities  contain any
underground storage tanks.

Section 3.19 Illegal  Payments.  i360 has not,  directly or indirectly,  paid or
delivered any fee, commission or other sum of money or item of property, however
characterized,  to any finder, agent, government official or other party, in the
United  States or any  other  country,  which is in any  manner  related  to the
business  or  operations  of i360,  which i360 knows or has reason to


                                       13

<PAGE>

believe to have been illegal under any federal,  state or local laws or the laws
of any other country having jurisdiction.

Section 3.20  Compliance  with Law.  i360 has complied in all respects  with all
laws, rules,  regulations,  arbitral determinations,  orders, writs, decrees and
injunctions which are applicable to or binding upon i360 or its properties,  the
non-compliance  with which could reasonably be expected to constitute a Material
Adverse Effect.

Section 3.21 Receivables. Each account receivable reflected on the balance sheet
of i360 at March 31, 2000  represents a valid  obligation owed to i360. All such
accounts  receivable  arising between the date hereof and the Effective Time are
or will be valid and  subsisting,  represent or will  represent  sales  actually
made,  arose or will arise in the  ordinary  and usual course of the business of
i360 and to the  extent  not  collected  prior  to the  Effective  Time,  to the
knowledge  of i360,  will be  collected  according  to their  terms  subject  to
allowances  for  doubtful  accounts set forth on the balance  sheet.  No payment
reflected  on such  books and  records as having  been made on any such  account
receivable was made by any director,  officer,  employee or agent of i360 unless
such  person is shown on said books and records as the  account  debtor.  To the
knowledge of i360, there are no defenses, claims of disabilities, counterclaims,
offsets,  refusals  to pay or other  rights  of  set-off  against  any  accounts
receivable and there is no threatened,  intended or proposed  defense,  claim or
disability,  counterclaim, offset, refusal to pay or other right of set-off with
respect thereto.

Section  3.22  Labor.  i360 is not a party to any labor  contract.  i360 has not
received any notice from any labor union or group of  employees  that such union
or group  represents or believes or claims it represents or intends to represent
any of the  employees  of i360;  no  strike or work  interruption  by any of its
employees is planned, under consideration,  to the knowledge of i360, threatened
or imminent; there are no repeat, serious or willful safety issues pending under
the federal  Occupation  Health and Safety Act (OSHA) related to any of the i360
employees;  and neither  i360 nor any  officer or director  thereof has made any
loan or given  anything  of  value,  directly  or  indirectly,  to any  officer,
official,  agent or representative of any labor union or group of employees.  At
no time during the past year has i360  experienced any threats of strikes,  work
stoppages  or  demands  for   collective   bargaining  by  any  union  or  labor
organization  or any  other  group  or  other  organization  of  employees,  any
grievances, disputes or controversies with any union or any other group or other
organization  of employees,  or any pending or threatened  court of  arbitration
proceedings involving an employment grievance,  dispute or controversy.  i360 is
not  delinquent  in payments to any of its  employees  for any wages,  salaries,
commissions,  bonuses or other direct compensation for any services performed by
them to the date hereof or amounts  required to be reimbursed to such employees.
In the event of  termination of the  employment of any said  employees,  neither
i360 nor InfoCast  will by reason of anything  done by i360 prior to the Closing
be liable to any of said  employees for so-called  "severance  pay" or any other
payments.

Section 3.23 Banks; Safe Deposit Boxes. Schedule 3.23 hereto lists the names and
locations of all banks at which i360 has an account and/or safe deposit box, the
numbers of any such  accounts  and the names of all persons  authorized  to draw
thereon or to have access thereto.
                                       14

<PAGE>

Section 3.24 Books of Account;  Records.  The general ledgers,  books of account
and other  records of i360 are  complete and correct,  have been  maintained  in
accordance with good business  practices and the matters  contained  therein are
appropriately and accurately reflected in the Financial Statement.

Section  3.25  Reorganization  and  Regulatory  Matters.  i360 has not taken any
action  nor  does it have any  knowledge  of any  fact or  circumstance  that is
reasonably  likely to (i) prevent the Merger from qualifying as a reorganization
within the meaning of Section 368(a) of the Code, or (ii)  materially  impede or
delay  receipt of any  consents of any  Governmental  Authority or result in the
imposition of a condition or  restriction of the type that would have a Material
Adverse  Effect  on  the  economic  or  business  benefits  of  the  transaction
contemplated by this Agreement.

Section 3.26 Employment Agreements.  Schedule 3.26 hereto lists the names of all
employees with whom i360 has an employment agreement.

Section 3.27 Stock Option  Agreements.  Schedule 3.27 attached  hereto lists the
names of all parties with whom i360 has a stock option  agreement  and the terms
of such stock  option  agreements,  including  such  terms as vesting  schedule,
exercise price, expiration date and change of control provisions.

                                   ARTICLE IV

                   REPRESENTATIONS AND WARRANTIES OF INFOCAST

                  InfoCast hereby represents and warrants to i360 as follows:

Section 4.1 Corporate  Organization;  Requisite  Authority to Conduct  Business.
InfoCast is a corporation duly organized,  validly existing and in good standing
under the laws of Nevada.  InfoCast  has  provided  i360 with true and  complete
copies of its certificate of incorporation  (certified by the Secretary of State
of the State of Nevada and Bylaws (certified by the Secretary of InfoCast) as in
effect on the date hereof.  InfoCast has full  corporate  power and authority to
own,  operate and lease its  properties and to carry on its business as the same
is now being  conducted.  InfoCast is duly  qualified or licensed to do business
and is in good standing as a foreign  corporation in every jurisdiction in which
the  conduct of its  business  or the  ownership  or  leasing of its  properties
requires it to be so  qualified  or licensed  except  where the failure to be so
duly qualified or licensed will not have a Material Adverse Effect on InfoCast's
business.

Section 4.2 Capitalization. The authorized capital stock of InfoCast consists of
(i)  100,000,000  shares of InfoCast  Common Stock,  $0.001 par value,  and (ii)
100,000,000   shares  of   preferred   stock  (none  of  which  are  issued  and
outstanding).  As of March 31, 2000,  there were  21,244,128  shares of InfoCast
Common Stock outstanding,  not including (i) 3,327,208 shares of InfoCast Canada
Corporation  exchangeable  on a one-for-one  basis for shares of InfoCast Common
Stock, (ii) outstanding  options to purchase 2,000,000 shares of InfoCast Common
Stock at an exercise  price of $1.00 per share,  (iii)  options and  warrants to
purchase an additional


                                       15

<PAGE>

2,375,000  shares of InfoCast  Common  Stock at an  exercise  price of $7.00 per
share, (iv) options to purchase an additional  375,000 shares of InfoCast Common
Stock at an  exercise  price of $7.05 per  share,  (v)  options to  purchase  an
additional 60,000 shares of InfoCast Common Stock at any exercise price of $8.25
per share,  (vi) warrants to purchase  12,500 shares of InfoCast Common Stock at
an exercise  price of $8.75 per share,  (vii) warrants to purchase an additional
12,500 shares of InfoCast  Common Stock at an exercise price of $7.62 per share,
(viii) warrants to purchase an additional 56,000 shares of InfoCast Common Stock
at $5.00 per share,  (ix) options to purchase an  additional  100,000  shares of
InfoCast  Common Stock at an exercise  price of $8.625 per share,  (x) 1,000,000
shares of InfoCast  Common Stock  issuable  upon  conversion  of  InfoCast's  7%
Convertible  Subordinated  Debentures and (xi) 833,334 shares of InfoCast Common
Stock  issuable upon exercise of common stock  purchase  warrants at an exercise
price of $7.50 per share.  The capital stock of InfoCast is duly  authorized and
all issued  capital stock has been duly and validly issued and is fully paid and
nonassessable and free of preemptive  rights.  The Merger  Consideration is duly
authorized  and when issued in accordance  with the terms and conditions of this
Agreement  shall be validly  issued,  fully paid and  nonassessable.  The Merger
Consideration  is  not  subject  to  any  preemptive  rights  or  other  similar
restrictions.

Section 4.3  Subsidiaries,  etc.  Except as set forth on Schedule 4.3,  InfoCast
does not own (directly or indirectly)  any equity  interest in any  corporation,
partnership,  limited  liability  company,  joint venture,  association or other
entity.

Section 4.4 Authority  Relative to and Validity of  Agreement.  InfoCast has the
requisite  corporate  power and authority to execute and deliver this  Agreement
and to assume and perform all of its  obligations  hereunder.  The execution and
delivery of this  Agreement by InfoCast and the  performance  by InfoCast of its
obligations  hereunder has been duly  authorized by its Board of Directors  and,
subject  to  the  approval  of  the   stockholders   of  InfoCast,   no  further
authorization  on the part of InfoCast is necessary to authorize  the  execution
and  delivery  by it of, and the  performance  of its  obligations  under,  this
Agreement. There are no corporate, contractual,  statutory or other restrictions
of any kind upon the power and authority of InfoCast to execute and deliver this
Agreement  and to  consummate  the  transactions  contemplated  hereunder and no
action,  waiver or consent by any  Governmental  Authority  is necessary to make
this Agreement a valid  instrument  binding upon InfoCast in accordance with its
terms.  This  Agreement  has been duly  executed  and  delivered by InfoCast and
constitutes,  legal,  valid and binding  obligations of InfoCast  enforceable in
accordance with their terms,  except (i) as such  enforceability  may be limited
subject  to any  bankruptcy,  insolvency,  reorganization,  moratorium  or other
similar laws affecting creditors' rights generally, (ii) as such obligations are
subject to general  principles of equity and (iii) as rights to indemnity may be
limited by federal or state securities laws or by public policy.

Section 4.5 Required Filings and Consents;  No Conflict.  Other than state "Blue
Sky" laws relating to the issuance of the Merger Consideration,  InfoCast is not
required to submit any  notice,  report or other  filing  with any  Governmental
Authority in connection  with the  execution,  delivery or  performance  of this
Agreement by InfoCast. The consummation of the transactions  contemplated hereby
do not and will not (a) conflict with or violate any law, regulation,  judgment,
order or  decree  binding  upon  InfoCast,  (b)  conflict  with or  violate  any
provision of its


                                       16

<PAGE>

Certificate  of  Incorporation  or bylaws,  or (c) conflict  with or result in a
breach of any  condition or provision  of, or  constitute a default (or an event
which with  notice or lapse of time or both would  become a default)  under,  or
result in the creation or imposition of any lien, charge or encumbrance upon any
properties  or  assets  of  InfoCast   pursuant  to,  or  cause  or  permit  the
acceleration  prior to maturity of any amounts owing under, any indenture,  loan
agreement, mortgage, deed of trust, lease, contract, license, franchise or other
agreement or instrument to which  InfoCast is a party or which is or purports to
be binding  upon  InfoCast  or by which any of its  properties  are  bound.  The
execution,  delivery  and  performance  of this  Agreement  by InfoCast  and the
consummation of the transactions contemplated hereby will not result in the loss
of any license,  franchise,  legal privilege or permit  possessed by InfoCast or
give a right of termination to any party to any agreement or other instrument to
which InfoCast is a party or by which any of its properties are bound.

Section 4.6 SEC Reports and Financial  Statements.  InfoCast has heretofore made
available to i360 true and  complete  copies of all forms,  reports,  schedules,
statements and other documents filed with the Securities and Exchange Commission
("SEC")  pursuant to the  Securities  Act of 1933,  as amended (the  "Securities
Act") or required  to be filed under the  Securities  Exchange  Act of 1934,  as
amended (the  "Exchange  Act") since  September 15, 1999 (as such documents have
been amended or supplemented since the time of their filing,  collectively,  the
"SEC Reports").  InfoCast has filed with the SEC all forms, reports,  schedules,
statements and other documents  required to be filed by InfoCast pursuant to the
Exchange Act. As of their respective dates, the SEC Reports  (including  without
limitation,  any  financial  statements or schedules  included  therein) and any
offering  memorandum  issued by InfoCast  pursuant to  Regulation  D (a) did not
contain any untrue statement of a material fact or omit 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,  and (b)
complied  in all  material  respects  with the  applicable  requirements  of the
Securities  Act and the  Exchange  Act (as the case  may be) and all  applicable
statutes,  rules and regulations thereunder.  Each of the consolidated financial
statements  included in the SEC Reports (the  "InfoCast  Financial  Statements")
have been prepared  from,  and are in accordance  with, the books and records of
InfoCast,   comply  in  all  material   respects  with   applicable   accounting
requirements  and with  the  published  rules  and  regulations  of the SEC with
respect  thereto,  have been prepared in accordance  with U.S. GAAP applied on a
consistent  basis during the periods involved (except as may be indicated in the
notes  thereto)  and fairly  present in all material  respects the  consolidated
results of operations and cash flows (and changes in financial position, if any)
of  InfoCast  as at the dates  thereof  or for the  periods  presented  therein.
InfoCast does not know of any reason related to the SEC Reports why the InfoCast
Common Stock could not be admitted for listing on a national securities exchange
or quoted on Nasdaq subsequent to the Merger.

Section 4.7 No Undisclosed  Liabilities.  Except as described in the SEC Reports
or on Schedule 4.7,  InfoCast has no debts,  liabilities  or  obligations of any
kind, whether accrued,  absolute,  contingent or other, whether due or to become
due, except as (i) shown in the InfoCast Financial Statements,  or (ii) incurred
in the ordinary course of business since December 31, 1999.

                                       17

<PAGE>

Section  4.8  Absence  of Certain  Changes  and  Events.  Except as set forth on
Schedule 4.8 and since  December 31, 1999,  there has not been,  with respect to
InfoCast,  (i) any Material  Adverse Effect;  (ii) any strike,  picketing,  work
slowdown or labor  disturbance;  (iii) any material damage,  destruction or loss
(whether or not covered by insurance)  with respect to any assets or properties;
(iv) any redemption or other  acquisition by it of InfoCast  Common Stock or any
declaration or payment of any dividend or other  distribution in cash,  stock or
property with respect thereto;  (v) except in connection with or as contemplated
by this  Agreement,  any entry into any  commitment or  transaction  (including,
without  limitation,  any  borrowing or capital  expenditure)  other than in the
ordinary course of business;  (vi) any transfer of, or rights granted under, any
leases, licenses,  agreements,  patents,  trademarks, trade names, or copyrights
other than those  transferred or granted in the ordinary  course of business and
consistent with past practice; (vii) any mortgage,  pledge, security interest or
imposition of any other  encumbrance  on any assets or properties  except in the
ordinary  course of business;  any payment of any  Liabilities of any kind other
than  Liabilities  currently  due;  any  cancellation  of any debts or claims or
forgiveness  of amounts  owed to  InfoCast;  or (viii) any change in  accounting
principles or methods  (except  insofar as may have been required by a change in
U.S. GAAP). Since December 31, 1999, InfoCast has conducted its business only in
the ordinary  course and in a manner  consistent  with past practice and has not
made any material  change in the conduct of its business or operations.  Without
limiting the generality of the foregoing,  since December 31, 1999, InfoCast has
not made any payments  (except in the ordinary course of business and in amounts
and in a  manner  consistent  with  past  practice)  under  any of the  InfoCast
Employee  Plans  (as  hereinafter  defined)  or  to  any  employee,  independent
contractor or  consultant,  entered into any new InfoCast  Employee Plans or any
new consulting  agreement,  granted or  established  any awards under any of the
InfoCast Employee Plans or agreement, in any such case providing for payments of
more than $25,000 or adopted or otherwise amended any of the foregoing.

Section 4.9 Taxes and Tax Returns. Except as set forth on Schedule 4.9, InfoCast
has (i) duly filed with the appropriate  taxing authorities for any Governmental
Authority  all Tax Returns  required to be filed by or with respect to InfoCast,
or are  properly  on  extension  and all such duly filed Tax  Returns  are true,
correct and  complete in all  respects,  and (ii) paid in full or made  adequate
provisions  for on its balance sheet (in  accordance  with U.S.  GAAP) all Taxes
shown to be due on such Tax  Returns.  There  are no liens  for  Taxes  upon the
assets of InfoCast  except for statutory liens for current Taxes not yet due and
payable or which may thereafter be paid without  penalty or are being  contested
in good faith.  InfoCast has not received any notice of audit, is not undergoing
any audit of its Tax Returns,  and has not received any notice of  deficiency or
assessment  from any taxing  authority  with respect to  liability  for Taxes of
InfoCast  which has not been fully paid or finally  settled.  There have been no
waivers of statutes of  limitations  by InfoCast with respect to any Tax Returns
which  relate to  InfoCast.  InfoCast  has not filed a request with the Internal
Revenue  Service for  changes in  accounting  methods  within the last two years
which  change  would  effect  the  accounting  for  tax  purposes,  directly  or
indirectly, of InfoCast.

Section 4.10 Employee Benefit Plans. Schedule 4.10 hereto comprises a listing of
each bonus,  stock option,  stock purchase,  benefit,  profit sharing,  savings,
retirement,  liability,  insurance,  incentive, deferred compensation, and other
similar  fringe or employee  benefit  plans,  programs

                                       18

<PAGE>

or  arrangements  for the  benefit  of or  relating  to,  any  employee  of,  or
independent  contractor or consultant to, and all other compensation  practices,
policies,  terms or  conditions,  whether  written or unwritten  (the  "InfoCast
Employee Plans") which InfoCast presently maintains, to which InfoCast presently
contributes  or under  which  InfoCast  has any  liability  and which  relate to
employees or independent  contractors of InfoCast.  The InfoCast  Employee Plans
administered  by InfoCast have been  administered  in all respects in accordance
with all  requirements  of  applicable  law and  terms of each such  plan.  Each
InfoCast  Employee  Plan that is  required or  intended  to be  qualified  under
applicable law or registered or approved by a Governmental  Authority,  has been
so qualified,  registered or approved by the appropriate  Governmental Authority
and nothing has occurred since the date of the last qualification,  registration
or  approval  to  adversely  affect,  or  cause,  the  appropriate  Governmental
Authority  to  revoke  such   qualification,   registration  or  approval.   All
contributions (including premiums) required by law or contract to have been made
or approved by InfoCast  under or with respect to InfoCast  Employee  Plans have
been paid or accrued by InfoCast.  Without limiting the foregoing,  there are no
unfunded liabilities under any InfoCast Employee Plan. InfoCast has not received
notice of any  investigations,  litigation or other enforcement  actions against
InfoCast with respect to any of InfoCast  Employee  Plans.  There are no pending
actions,  suits or claims by former or present  employees  of InfoCast (or their
beneficiaries)  with  respect  to  InfoCast  Employee  Plans  or the  assets  or
fiduciaries thereof (other than routine claims for benefits).

Section 4.11 Title to Property. InfoCast has good and marketable title, or valid
leasehold rights (in the case of leased property),  to all real property and all
personal property purported to be owned or leased by it or used in the operation
of its  business,  free and clear of all  encumbrances,  excluding (i) liens for
taxes, fees, levies,  imposts,  duties or governmental charges of any kind which
are not yet  delinquent  or are being  contested  in good  faith by  appropriate
proceedings  which suspend the  collection  thereof;  (ii) liens for  mechanics,
materialmen,  laborers,  employees,  suppliers  or  others  which  are  not  yet
delinquent  or are being  contested  in good faith by  appropriate  proceedings;
(iii) liens created in the ordinary  course of business in  connection  with the
leasing or financing of office,  computer and related  equipment  and  supplies;
(iv)  easements  and  similar   encumbrances   ordinarily   created  for  fuller
utilization  and  enjoyment  of  property;  and (v) liens or defects in title or
leasehold  rights that either  individually  or in the aggregate do not and will
not have a Material Adverse Effect.  All of such owned or leased property with a
value in excess of $5,000 is listed on Schedule 4.11 hereto.

Section 4.12 Trademarks, Patents and Copyrights.

                  (a) For purposes of this Agreement, the term "InfoCast Rights"
shall mean all worldwide industrial and intellectual property rights, including,
without limitation,  each patent,  patent rights,  license,  patent application,
trade   name,   trademark,   trademark   registration,    copyright,   copyright
registration,  copyright  application,  service mark, brand mark, brand name and
trade  secrets  relating to or arising from any  proprietary  process,  formula,
source or object code, owned or possessed by InfoCast.  InfoCast owns or has the
right to use, sell or license all InfoCast  Rights and such InfoCast  Rights are
sufficient for the conduct of InfoCast's businesses as being conducted as of the
date hereof.

                                       19

<PAGE>

                  (b) The execution,  delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby will not constitute
a breach of any  instrument or agreement  governing any of the InfoCast  Rights,
will  not  cause  the  forfeiture  or  termination  or give  rise to a right  of
forfeiture or termination  of any of the InfoCast  Rights or impair the right of
InfoCast  to use,  sell or license  any of the  InfoCast  Rights or any  portion
thereof;

                  (c)  Neither  the  manufacture,  marketing,  license,  sale or
intended use of any product or service currently licensed or sold by InfoCast or
currently  under  development  by InfoCast  violates  any  license or  agreement
between  InfoCast  and any third party  relating  to such  product or service or
infringes any  intellectual  property right of any other party,  and there is no
pending  or,  to the  knowledge  of  InfoCast,  threatened  claim or  litigation
contesting the validity,  ownership or right to use, sell, license or dispose of
any of the InfoCast Rights nor, to the knowledge of InfoCast, is there any basis
for any such claim,  nor has InfoCast  received any notice asserting that any of
the InfoCast  Rights or the proposed use, sale,  license or disposition  thereof
conflicts  or will  conflict  with the rights of any other  party,  nor,  to the
knowledge of InfoCast, is there any basis for any such assertion; and

                  (d) No current or prior officers,  employees or consultants of
InfoCast claim an ownership  interest in any of the InfoCast  Rights as a result
of having been involved in the development of such property while employed by or
consulting to InfoCast or otherwise.

Section 4.13 Legal Proceedings, Claims, Investigations,  etc. There is no legal,
administrative,  arbitration  or other  action  or  proceeding  or  governmental
investigation  pending or, to the  knowledge  of InfoCast,  threatened,  against
InfoCast,  any  director,  officer or employee  thereof  relating to  InfoCast's
business.  InfoCast has not been informed of any violation of or default  under,
any laws, ordinances,  regulations,  judgments,  injunctions,  orders or decrees
(including  without  limitation,  any  immigration  laws or  regulations) of any
Governmental  Authority or  arbitrator  applicable  to the business of InfoCast.
Except as set forth in the SEC Reports, InfoCast is not currently subject to any
judgment,  order,  injunction  or  decree  of  any  court,  arbitral  authority,
administrative agency or other Governmental Authority.

Section  4.14  Insurance.  Schedule  4.14  hereto  sets  forth a list and  brief
description of all existing insurance policies maintained by InfoCast pertaining
to its business properties, personnel or assets. InfoCast is not in default with
respect to any material provision contained in any insurance policy, and has not
failed to give any notice or present any claim under any insurance policy in due
and timely  fashion.  All payments with respect to such policies are current and
InfoCast has not  received  any notice  threatening  a  suspension,  revocation,
modification or cancellation of any such policy.

Section 4.15 Material Contracts.

                  (a) Except as set forth on Schedule  4.15 hereto,  InfoCast is
not a party to and is not bound by any contract or has any  commitment,  whether
written  or oral  which  has a term in  excess  of one year and will  result  in
payments in excess of $50,000,  other than (i) contracts or


                                       20

<PAGE>

commitments  entered  into in the ordinary  course of business  with vendors and
customers and (ii)  contracts or  commitments  cancelable  upon not more than 30
days' notice.  Each of the contracts and  commitments set forth on Schedule 4.15
hereto and each of the other  contracts and  commitments  to which InfoCast is a
party,  is valid and  existing,  in full  force and effect  and  enforceable  in
accordance  with its terms (subject to equitable  principles and  limitations on
indemnity)  and to the  knowledge of InfoCast,  there is no material  default or
claim of default  against  InfoCast or any notice of  termination  with  respect
thereto.  InfoCast has complied in all material  respects with all  requirements
of, and performed all of its obligations  under, such contracts and commitments.
In  addition,  no other  party to any such  contract  or  commitment  is, to the
knowledge of  InfoCast,  in default  under or in breach of any material  term or
provision thereof,  and to the knowledge of InfoCast,  there exists no condition
or event  which,  after  notice  or lapse of time or both,  would  constitute  a
material default by any party to any such contract or commitment.  Copies of all
the written  documents  and a synopsis  of all oral  contracts  and  commitments
described on Schedule 4.15 hereto have  heretofore  been made  available to i360
and are true and complete and include all amendments and supplements thereto and
modifications thereof to and including the date hereof.

                  (b)  InfoCast  is not a  party  to any  oral  or  written  (i)
agreement  with any  consultant,  executive  officer or other key  employee  the
benefits of which are contingent,  or the terms of which are materially altered,
upon the occurrence of the transactions  contemplated by this Agreement, or (ii)
agreement  or plan,  including  any stock  option plan and the like,  any of the
benefits of which will be  increased,  or the  vesting of the  benefits of which
will be accelerated,  by the occurrence of the transactions contemplated by this
Agreement.

Section  4.16  Certain  Transactions.  No officer,  director or any  employee of
InfoCast,  or any member of any such  person's  immediate  family is presently a
party to any contract,  arrangement or understanding with InfoCast (i) providing
for the  furnishing  of services  by, (ii)  providing  for the rental of real or
personal property from, or (iii) otherwise requiring payments to (other than for
services as officers,  directors or employees of  InfoCast),  any such person or
any corporation, partnership, trust or other entity in which any such person has
a substantial interest as a stockholder, officer, director, trustee or partner.

Section 4.17 Broker.  Except as disclosed on Schedule 4.17, no broker, finder or
investment  banker  is  entitled  to any  brokerage  or  finder's  fee or  other
commission in connection with the transactions  contemplated hereby based on the
arrangements made by or on behalf of InfoCast.

Section 4.18 Environmental Matters.

                  (a)  InfoCast is not the subject  of, or to the  knowledge  of
InfoCast,  being threatened to be the subject of (i) any enforcement proceeding,
or (ii) any  investigation,  brought in either case under any federal,  state or
local environmental law, rule, regulation, or ordinance at any time in effect or
(iii) any third party claim relating to  environmental  conditions on or off the
properties  of InfoCast.  InfoCast has not been notified that it must obtain any
permits and licenses or file  documents for the operation of its business  under
federal,   state  and  local  laws  relating  to  pollution  protection  of  the
environment.  InfoCast  has not been  notified of any


                                       21

<PAGE>

conditions  on or off the  properties  of  InfoCast  which will give rise to any
liabilities,  known or unknown,  under any federal, state or local environmental
law, rule,  regulation or ordinance,  or as the result of any claim of any third
party.  For the purposes of this Section 4.18, an  investigation  shall include,
but is not limited to, any written notice  received by InfoCast which relates to
the onsite or offsite disposal,  release, discharge or spill of any waste, waste
water, pollutant or contaminants.

                  (b) There  are no toxic  wastes  or other  toxic or  hazardous
substances or materials,  pollutants or contaminants  which InfoCast (or, to the
knowledge of InfoCast, any previous occupant of InfoCast's facilities) has used,
stored or otherwise held in or on any of the facilities of InfoCast,  which, are
present at or have migrated from the  facilities,  whether  contained in ambient
air, surface water,  groundwater,  land surface strata. The facilities have been
maintained  by  InfoCast  in  compliance  with  all  environmental   protection,
occupational,  health  and  safety or similar  laws,  ordinances,  restrictions,
licenses,  and  regulations.  InfoCast  has  not  disposed  of or  arranged  (by
contract,  agreement or otherwise)  for the disposal of any  materials  that was
generated  or used by  InfoCast  at any  off-site  location  that has been or is
listed or proposed for  inclusion on any list  promulgated  by any  Governmental
Authority for the purpose of identifying sites which pose a danger to health and
safety. To the best knowledge of InfoCast after due inquiry,  there have been no
environmental  studies,  reports and analyses  made or prepared in the last five
(5) years relating to the facilities of InfoCast. InfoCast has not installed any
underground  storage tanks in any of its facilities and none of such  facilities
contain any underground storage tanks.

Section 4.19 Illegal Payments. InfoCast has not, directly or indirectly, paid or
delivered any fee, commission or other sum of money or item of property, however
characterized,  to any finder, agent, government official or other party, in the
United  States or any  other  country,  which is in any  manner  related  to the
business  or  operations  of  InfoCast,  which  InfoCast  knows or has reason to
believe to have been illegal under any federal,  state or local laws or the laws
of any other country having jurisdiction.

Section 4.20 Compliance with Law. InfoCast has complied in all respects with all
laws, rules,  regulations,  arbitral determinations,  orders, writs, decrees and
injunctions  which are applicable to or binding upon InfoCast or its properties,
the  non-compliance  with which could  reasonably  be expected to  constitute  a
Material Adverse Effect.

Section 4.21 Receivables. Each account receivable reflected on the balance sheet
of  InfoCast  at  December  31,  2000,  represents  a valid  obligation  owed to
InfoCast.  All such accounts  receivable arising between the date hereof and the
Effective Time are or will be valid and subsisting,  represent or will represent
sales actually made, arose or will arise in the ordinary and usual course of the
business  of InfoCast  and to the extent not  collected  prior to the  Effective
Time, to the knowledge of InfoCast,  will be collected  according to their terms
subject to allowances for doubtful  accounts set forth on the balance sheet.  No
payment  reflected  on such books and  records  as having  been made on any such
account  receivable  was made by any  director,  officer,  employee  or agent of
InfoCast  unless  such  person is shown on said books and records as the account
debtor.  To the  knowledge  of  InfoCast,  there  are  no  defenses,  claims  of

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<PAGE>

disabilities, counterclaims, offsets, refusals to pay or other rights of set-off
against any accounts receivable and there is no threatened, intended or proposed
defense,  claim or  disability,  counterclaim,  offset,  refusal to pay or other
right of set-off with respect thereto.

Section 4.22 Labor. InfoCast is not a party to any labor contract.  InfoCast has
not  received  any notice from any labor union or group of  employees  that such
union or group  represents  or  believes or claims it  represents  or intends to
represent  any of the employees of InfoCast;  to the  knowledge of InfoCast,  no
strike  or  work  interruption  by  any  of  its  employees  is  planned,  under
consideration,  threatened or imminent;  there are no repeat, serious or willful
safety issues pending under OSHA related to any of the InfoCast  employees;  and
neither  InfoCast nor any officer or director thereof has made any loan or given
anything of value, directly or indirectly,  to any officer,  official,  agent or
representative  of any labor union or group of employees.  To the best knowledge
of InfoCast  after due  inquiry,  at no time during the past three (3) years has
InfoCast  experienced  any threats of  strikes,  work  stoppages  or demands for
collective  bargaining by any union or labor  organization or any other group or
other organization of employees, any grievances,  disputes or controversies with
any union or any other group or other organization of employees,  or any pending
or  threatened  court  of  arbitration   proceedings   involving  an  employment
grievance, dispute or controversy. InfoCast is not delinquent in payments to any
of its employees for any wages, salaries,  commissions,  bonuses or other direct
compensation  for any  services  performed by them to the date hereof or amounts
required to be reimbursed to such employees.

Section 4.23 Books of Account;  Records.  The general ledgers,  books of account
and other records of InfoCast are complete and correct,  have been maintained in
accordance with good business  practices and the matters  contained  therein are
appropriately and accurately reflected in the InfoCast Financial Statements.

Section 4.24 Reorganization and Regulatory  Matters.  InfoCast has not taken any
action  nor  does it have any  knowledge  of any  fact or  circumstance  that is
reasonably  likely to (i) prevent the Merger from qualifying as a reorganization
within the meaning of Section 368(a) of the Code, or (ii)  materially  impede or
delay  receipt of any  consents of any  Governmental  Authority or result in the
imposition  of a condition  or  restriction  of the type that would  result in a
Material Adverse Effect on the economic or business  benefits of the transaction
contemplated by this Agreement.

                                    ARTICLE V

                                COVENANTS OF i360

Section 5.1 Covenants of i360 Regarding Conduct of Business  Operations  Pending
the Closing.  i360  covenants and agrees that between the date of this Agreement
and the Closing Date, i360 will carry on its business in the ordinary course and
consistent  with past  practice,  will use its best  efforts to (i) preserve its
business organization intact, (ii) retain the services of its present employees,
and (iii) preserve the good will of its suppliers and  customers,  and will not,
except in the ordinary course of business,  purchase,  sell, lease or dispose of
any  property  or  assets  or  incur  any  liability  or enter  into  any  other
extraordinary  transaction.  By way of

                                       23

<PAGE>

amplification  and not  limitation,  i360  shall not,  between  the date of this
Agreement and the Closing Date, directly or indirectly,  do any of the following
without the prior written consent of InfoCast:

         (a) (i) issue,  sell,  pledge,  dispose  of,  encumber,  authorize,  or
propose the issuance, sale, pledge, disposition, encumbrance or authorization of
any shares of capital stock of any class, or any options, warrants,  convertible
securities  or other rights of any kind to acquire any shares of capital  stock,
or any other  ownership  interest,  of i360;  (ii) amend or propose to amend its
certificate of incorporation or bylaws;  (iii) split,  combine or reclassify any
of its outstanding  shares,  or declare,  set aside or pay any dividend or other
distribution payable in cash, stock, property or otherwise with respect thereto;
or (iv) redeem, purchase or otherwise acquire any shares of its capital stock;

         (b) (i) make any acquisition (by merger, consolidation,  or acquisition
of  stock  or  assets)  of  any  corporation,   partnership  or  other  business
organization or division thereof; (ii) sell, pledge,  dispose of, or encumber or
authorize or propose the sale, pledge,  disposition or encumbrance of any of its
assets;  (iii) incur any  indebtedness  for borrowed money,  assume,  guarantee,
endorse  or  otherwise  become  responsible  for the  obligations  of any  other
individual,  partnership,  firm or corporation, or make any loans or advances to
any individual, partnership, firm, or corporation, or enter into any contract or
agreement to do so; (iv) authorize any single  capital  expenditure or series of
related  capital  expenditures  each of which is in  excess of  $25,000;  or (v)
release or assign any  indebtedness  owed to it or any claims held by it, except
in the ordinary course of business and consistent with past practice;

         (c) take any action other than in the  ordinary  course of business and
in a manner  consistent  with  past  practice  (none of which  actions  shall be
unreasonable  or  unusual)  with  respect  to  the  grant  of any  severance  or
termination  pay (otherwise  than pursuant to its policies in effect on the date
hereof) or with respect to any increase of benefits  payable under its severance
or termination pay policies in effect on the date hereof;

         (d) make any payments (except in the ordinary course of business and in
amounts and in a manner  consistent  with past  practice)  under any of the i360
Employee Plans to any employee, independent contractor or consultant, enter into
any new i360 employee plan or any new consulting  agreement,  grant or establish
any  awards  under  such  i360  employee  plans or  agreement,  in any such case
providing for payments of more than $5,000,  or adopt or otherwise  amend any of
the foregoing;

         (e) take any action except in the ordinary  course of business and in a
manner   consistent   with  past  practice  (none  of  which  actions  shall  be
unreasonable  or unusual)  with respect to  accounting  policies or  procedures,
other than such actions  deemed  necessary to comply with U.S.  GAAP  (including
without  limitation  its  procedures  with  respect to the  payment of  accounts
payable);

         (f) enter into or terminate any material  contract or agreement or make
any material change in any of its material  contracts or agreements,  other than
(i) in the ordinary

                                       24


<PAGE>

course of business and (ii)  agreements,  if any,  relating to the  transactions
contemplated hereby; or

         (g)  take,  or agree  in  writing  or  otherwise  to  take,  any of the
foregoing actions or any action which would make any of its  representations  or
warranties  contained  in this  Agreement  untrue or  incorrect  in any material
respect as of the date when made or as of a future date.

Section 5.2 No Other Negotiations. i360 agrees that, between the date hereof and
the earlier to occur of (i) the  Closing  Date or (ii) the  termination  of this
Agreement  pursuant to the  provisions  of Article XII hereof (the  "Termination
Date"),  i360 will not, nor will it permit any of its affiliates  (including any
officers, directors, employees, financial advisors, brokers, stockholders or any
other person acting on its behalf) to, (i) enter into any agreement with a third
party with  respect to the  acquisition,  directly or  indirectly,  of shares or
other  securities  of  i360 or a  material  part of its  assets  or any  merger,
business   combination,   consolidation  or  reorganization,   (ii)  enter  into
negotiations with a third party regarding such an agreement,  or (iii) provide a
third party with  general  access to their books,  records or employees  for the
purpose of enabling such third party to conduct a purchase  investigation of the
legal, financial or business condition of i360.

                                   ARTICLE VI

                              COVENANTS OF INFOCAST

Section 6.1 Conversion of i360 Stock Options.

                  (a) All outstanding  i360 Stock Options granted under the i360
Option Plan (the "i360  Option  Plan"),  whether  vested or  unvested,  shall be
deemed to constitute an option to acquire,  on the same terms and  conditions as
were  applicable  under  such i360 Stock  Option,  including  vesting,  the same
InfoCast  Common Stock  portion of the Merger  Consideration  the holder of such
i360 Stock Option would have been entitled to receive pursuant to the Merger had
such holder  exercised such i360 Stock Option in full  immediately  prior to the
Effective  Time, at a price per share of InfoCast  Common Stock equal to (a) the
aggregate  exercise  price for the shares of i360 Common Stock  pursuant to such
i360 Stock  Option  divided by (b) the  aggregate  number of shares of  InfoCast
Common Stock that may be purchased  pursuant to such i360 Stock Option (each, as
so adjusted, an "Adjusted Option");

                  (b) Each holder of an Adjusted  Option shall be required  upon
exercise of such option to  represent  and warrant as a condition  of  receiving
shares of InfoCast  Common Stock that he or she is acquiring  such shares solely
for  his or her own  account  for  investment  purposes  and not  with a view to
distribution or resale; he or she understands that upon issuance  hereunder none
of the InfoCast Common Stock will be registered under the Securities Act of 1933
(the  "Securities  Act") and such  shares may not be  transferred,  assigned  or
negotiated except pursuant to an applicable  exemption under the Securities Act;
that stop transfer  instructions will be issued


                                       25

<PAGE>

against all such shares and that the certificates evidencing the InfoCast Common
Stock shall bear the following legend:

         "THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933 (THE "ACT") OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT
         BE  SOLD  EXCEPT  AS  PERMITTED  UNDER  THE ACT  AND  APPLICABLE  STATE
         SECURITIES LAWS, PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM."

                  (c) As soon as practicable after the Effective Time,  InfoCast
shall deliver to the holders of i360 Stock Options  appropriate  notices setting
forth such holders'  rights  pursuant to the i360 Option Plan and the agreements
evidencing  the  grants  of such i360  Stock  Options  and that such i360  Stock
Options and agreements shall be assumed by InfoCast and shall continue in effect
on the same terms and conditions  (subject to the  adjustments  required by this
Section 6.1 after giving effect to the Merger).  InfoCast  shall comply with the
terms of the i360 Option Plan. A holder of an Adjusted  Option may exercise such
Adjusted Option in whole or in part in accordance with its terms by delivering a
properly   executed   notice  of  exercise  to  InfoCast,   together   with  the
consideration  therefor and the federal  withholding  tax  information,  if any,
required in accordance with the i360 Option Plan;

                  (d) At or prior to the Effective Time, InfoCast shall take all
corporate action necessary to reserve for issuance a sufficient number of shares
of InfoCast Common Stock for delivery upon exercise of the i360 Stock Options.

Section 6.2 i360 Employee Benefit Plans.  InfoCast agrees to honor in accordance
with their terms the i360 Employee Benefit Plans, including, without limitation,
any  rights or  benefits  arising  thereunder  as a result  of the  transactions
contemplated  by this Agreement  (either alone or in combination  with any other
event).  After the  Merger,  it is the  intention  of the  parties  hereto  that
InfoCast will continue to maintain the i360 Employee Benefit Plans, in each case
in  accordance  with their terms as in effect at the Effective  Time,  with only
such  amendments  as are  required by  applicable  law or permitted by the terms
thereof as in effect at the Effective  Time,  and which do not adversely  affect
the rights of participants (or their beneficiaries)  thereunder.  InfoCast shall
take, and shall cause the Surviving  Corporation to take, the following actions:
(i) waive any  limitations  regarding  pre-existing  conditions and  eligibility
waiting  periods under any welfare or other employee  benefit plan maintained by
them for the benefit of employees  of i360  immediately  prior to the  Effective
Time (the "i360  Employees")  or in which i360 Employees  participate  after the
Effective  Time, (ii) provide each i360 Employee with credit for any co-payments
and deductibles  paid prior to the Effective Time for the calendar year in which
the  Effective  Time  occurs,   in  satisfying  any  applicable   deductible  or
out-of-pocket  requirements  under any  welfare  plans that such  employees  are
eligible to participate in after the Effective  Time, and (iii) for all purposes
(other than for purposes of benefit  accruals under any defined  benefit pension
plan) under all compensation  and benefit plans and policies  applicable to i360
Employees,  treat all service by i360  Employees  with i360 before the Effective
Time as service with InfoCast.

Section 6.3 Certain Employee Matters. Following the Effective Time, InfoCast, as
the  Surviving  Corporation  in the  Merger,  will honor all  obligations  under
employment  agreements  of


                                       26

<PAGE>

i360 in  existence  prior to the  Effective  Time in  accordance  with the terms
thereof.  As of the Effective Time,  InfoCast shall guarantee the performance of
the  employment  contracts  and i360 Employee  Benefit Plans in accordance  with
their respective terms and the terms of this Agreement.

Section 6.4 Indemnification, Exculpation and Insurance.

                  (a)  Subject  only  to  the  limitations  of the  Nevada  Act,
InfoCast  agrees  that  all  rights  to  indemnification  and  exculpation  from
liabilities  for acts or omissions  occurring at or prior to the Effective  Time
now  existing  in favor of the  current  directors  of i360 as provided in their
respective   certificates   of   incorporation   or   by-laws   (or   comparable
organizational  documents)  and any  indemnification  agreements  of  i360,  the
existence  of which does not  constitute  a breach of this  Agreement,  shall be
assumed by InfoCast, as the Surviving Corporation in the Merger, without further
action, as of the Effective Time and shall survive the Merger and shall continue
in full  force  and  effect  in  accordance  with  their  terms.  The  Surviving
Corporation  shall upon the  request of any  current  (immediately  prior to the
Effective Time) director of i360, enter into a contract obligating the Surviving
Corporation  to indemnify and  exculpate  such  individual  for  liabilities  as
described in this Section 6.4. In addition,  from and after the Effective  Time,
directors and officers of i360 who become directors or officers of InfoCast will
be entitled to the same  indemnity  rights and  protections  as are  afforded to
other directors and officers of InfoCast.

                  (b) In the event that  InfoCast  or any of its  successors  or
assigns (i)  consolidates  with or merges  into any other  person and is not the
continuing or surviving corporation or entity of such consolidation or merger or
(ii) transfers or conveys all or substantially  all of its properties and assets
to any person,  then,  and in each such case,  InfoCast  shall  require any such
agreement or other contract that the successor,  assign or transferee assume the
obligations set forth in this Section 6.4.

                  (c) The  provisions of this Section 6.4 are intended to be for
the benefit of, and will be enforceable by, each  indemnified  party, his or her
heirs and his or her  representatives  and (ii) are in  addition  to, and not in
substitution for, any other rights to  indemnification  or contribution that any
such person may have by contract or otherwise.

Section 6.5. Listing on a National  Securities  Exchange.  After the Merger, the
Board of Directors  shall  authorize the proper officers of InfoCast to take all
reasonable  steps  necessary to cause the  InfoCast  Common Stock and the Merger
Consideration  to be listed or  admitted  for  trading  on Nasdaq or a  national
securities exchange other than the over-the-counter bulletin board.

Section 6.6  2000 Operational  Budget of i360.  Following  the Merger,  InfoCast
agrees, subject to i360 substantially  achieving the identified revenue targets,
to fund as necessary the operational  budget of i360 for the balance of the year
2000, which is set forth on Exhibit G.
                                       27

<PAGE>

                                   ARTICLE VII

                              ADDITIONAL COVENANTS

Section 7.1  Covenants of All Parties.  Each of i360 and InfoCast  covenants and
agrees:

Section 7.2  Best  Efforts.  To proceed  diligently  and use its best efforts to
take or cause to be taken all  actions  and to do or cause to be done all things
necessary,  proper and advisable to consummate the transactions  contemplated by
this Agreement.

Section 7.3 Compliance.  To comply in all material  respects with all applicable
rules and  regulations  of any  Governmental  Authority in  connection  with the
execution,  delivery and  performance  of this  Agreement  and the  transactions
contemplated  hereby; to use all reasonable efforts to obtain in a timely manner
all necessary waivers, consents and approvals and to take, or cause to be taken,
all other  actions and to do, or cause to be done,  all other things  necessary,
proper or advisable to consummate  and make effective as promptly as practicable
the transactions contemplated by this Agreement.

Section  7.4  Notice.  To give  prompt  notice  to the  other  party  of (i) the
occurrence,  or failure to occur,  of any event whose  occurrence  or failure to
occur, would be likely to cause any representation or warranty contained in this
Agreement to be untrue or incorrect in any material respect at any time from the
date hereof to the Closing Date and (ii) any material failure on its part, or on
the part of any of its officers, directors,  employees or agents, to comply with
or satisfy any covenant, condition or agreement to be complied with or satisfied
by it hereunder;  provided,  however, that the delivery of any such notice shall
not limit or  otherwise  affect the  remedies  available  hereunder to the party
receiving such notice.

Section 7.5  Access. To cause its affiliates,  officers,  directors,  employees,
auditors and agents to afford the  officers,  employees  and agents of the other
party hereto complete access at all reasonable times and upon reasonable  notice
to its  properties,  offices and other  facilities and to all books and records,
and shall furnish such other party with all financial,  operating and other data
and  information  as the other party through its officers,  employees or agents,
may  reasonably  request,  provided  that the party  providing  such  access and
furnishing  such data and information to the other party incurs no cost in doing
so.

Section  7.6  Confidentiality.  To  hold  in  strict  confidence  all  data  and
information  obtained from the other party hereto or any  subsidiary,  division,
associate,  representative,  agent or affiliate  of any such party  (unless such
information  is  or  becomes  publicly   available  without  the  fault  of  any
representative  of such  party,  or public  disclosure  of such  information  is
required by law in the  opinion of counsel to such party) and shall  insure that
such  representatives  do not disclose  information  to others without the prior
written  consent of the other party hereto,  and in the event of the termination
of this  Agreement,  to cause  its  representatives  to  return  promptly  every
document  furnished  by the  other  party  hereto or any  subsidiary,  division,
associate,  representative,  agent or affiliate of any such party in  connection
with the transactions

                                       28


<PAGE>

contemplated  hereby and any copies thereof which may have been made, other than
documents which are publicly available.

Section 7.7 Announcements.  That all public announcements,  statements and press
releases  concerning the  transactions  contemplated  by this Agreement shall be
mutually  agreed to by i360 and  InfoCast  before  the  issuance  or the  making
thereof  and,  subject to the advice of  counsel,  no party shall issue any such
press releases or make any such public statement prior to such mutual agreement,
except as may be  required  by law.  The  parties  acknowledge  and  agree  that
InfoCast  is  required  to file a  Current  Report on Form 8-K  pursuant  to the
Exchange Act in respect of the transactions contemplated hereby.

Section  7.8  Covenants  of  Certain  i360   Shareholders.   Each  of  the  i360
Shareholders  set forth in the  agreement on Exhibit B shall  covenant and agree
that they will  vote,  or cause to be voted,  all of the  shares of i360  Common
Stock then owned by them in favor of the approval of the Merger and the adoption
of this Agreement.

                                  ARTICLE VIII

                   CONDITIONS PRECEDENT TO OBLIGATIONS OF i360

                  The  obligations  of i360 under this  Agreement are subject to
the satisfaction,  on or prior to the Closing Date, unless waived in writing, of
each of the following conditions:

Section  8.1  Representations  and  Warranties  True.  The  representations  and
warranties of InfoCast  contained in this Agreement shall be true and correct in
all  material  respects  as of the date when  made and at and as of the  Closing
Date,  except as and to the extent that the facts and conditions upon which such
representations  and warranties are based are expressly required or permitted to
be changed by the terms hereof, with the same force and effect as if made on and
as of the  Closing  Date,  and i360 shall have  received a  certificate  to that
effect and as to the matters set forth in Section 8.2 hereof,  dated the Closing
Date, from the President or Chief Executive Officer of InfoCast.

Section 8.2 Performance of Covenants.  InfoCast shall have performed or complied
in all material respects with all agreements,  conditions and covenants required
by this  Agreement  to be  performed  or  complied  with by it on or before  the
Closing Date.

Section 8.3 Shareholder Approval.  The Merger and this Agreement and all actions
contemplated  herein requiring  shareholder  approval shall have been authorized
and approved by the requisite vote of the shareholders of i360 and InfoCast.

Section 8.4 No  Proceedings.  No  preliminary  or permanent  injunction or other
order (including a temporary  restraining  order) of any Governmental  Authority
which prohibits the  consummation of the  transactions  which are the subject of
this  Agreement  or  prohibits  the Merger shall have been issued or entered and
remain in effect.
                                       29

<PAGE>

Section 8.5 Consents and  Approvals.  All filings and  registrations  with,  and
notifications to, all Governmental  Authorities required for consummation of the
transactions  contemplated  by this  Agreement  shall  have been  made,  and all
consents,  approvals and  authorizations  of all  Governmental  Authorities  and
parties to material contracts,  licenses, agreements or instruments required for
consummation of the transactions  contemplated by this Agreement shall have been
received and shall be in full force and effect.

Section 8.6 Opinion of InfoCast Counsel. i360 shall have received the opinion of
Olshan Grundman Frome Rosenzweig & Wolosky LLP,  counsel to InfoCast,  dated the
Closing Date, in form  reasonably  satisfactory  to i360,  substantially  to the
effect that: (i) InfoCast is a corporation duly organized,  validly existing and
in good  standing  under the laws of the State of Nevada;  (ii) InfoCast has the
corporate power to enter into this Agreement and to consummate the  transactions
contemplated  hereby; (iii) the execution and delivery of this Agreement and the
consummation of the transactions  contemplated  hereby have been duly authorized
by requisite corporate action taken on the part of InfoCast; (iv) this Agreement
and the  Registration  Rights  Agreement  has been  executed  and  delivered  by
InfoCast and  (assuming  that it is a valid and binding  obligation of the other
parties  thereto) is a valid and  binding  obligation  of  InfoCast  enforceable
against InfoCast in accordance with its terms,  except (a) as enforceability may
be  limited  by  any  bankruptcy,   insolvency  and  other  laws  affecting  the
enforcement  of  creditors'  rights  generally,  and as such  enforceability  is
subject  to  general   principles   of  equity   (regardless   of  whether  such
enforceability  is  considered  in a  proceeding  in equity or at law);  (v) the
shares of InfoCast Common Stock that represent the Merger  Consideration and the
shares of InfoCast Common Stock that underlie the options converted  pursuant to
Sections 6.1 and 8.9 of this  Agreement  are duly  authorized,  validly  issued,
fully  paid  and  nonassessable,   (vi)  none  of  the  execution,  delivery  or
performance  of this Agreement by InfoCast and the  consummation  by InfoCast of
the transactions herein contemplated, conflict with or result in a breach of, or
default under, InfoCast's Articles of Incorporation or Bylaws or, to the best of
such counsel's knowledge,  any indenture,  mortgage, deed of trust, voting trust
agreement,  shareholders' agreement,  note agreement or other agreement or other
material  instrument to which  InfoCast is a party or by which InfoCast is bound
or to which any of the  property  of InfoCast is subject or, to the best of such
counsel's  knowledge,  contravene  any law,  rule or  regulation  applicable  to
InfoCast  (except as otherwise  disclosed in this  Agreement),  and (vii) to the
best of  such  counsel's  knowledge,  there  is no  action,  suit or  proceeding
pending,  or threatened,  against or affecting  InfoCast before any Governmental
Authority or  arbitrator  (or any basis  thereof known to such counsel) in which
there is a  reasonable  possibility  of an  adverse  decision  which  may have a
Material Adverse Effect on InfoCast, which could adversely affect the present or
prospective  ability of InfoCast to perform its obligations under this Agreement
or which in any manner draws into  question the  validity or  enforceability  of
this Agreement.

Section 8.7 Material Changes. Since the date hereof, there shall not have been a
Material  Adverse  Effect  in the  business,  operations,  financial  condition,
assets, liabilities, prospects or regulatory status of InfoCast.

Section 8.8 Registration  Rights  Agreement.  InfoCast shall have entered into a
registration  rights  agreement  substantially  in the  form of  Exhibit  C (the
"Registration Rights Agreement").
                                       30

<PAGE>

Section 8.9  Employee  Stock  Options  After  Merger.  The Board of Directors of
InfoCast  shall have  approved  the  issuance  of options for a total of 469,197
shares of  InfoCast  Common  Stock at an exercise  price  equal to four  dollars
($4.00)  per share to be awarded in an amount and to  individuals  who are hired
after the Effective  Date as recommended  by the  operational  management of the
business of i360 following the Effective Time.

Section  8.10 Escrow  Agreement.  InfoCast  shall have  entered  into the Escrow
Agreement substantially in the form of Exhibit A.

Section 8.11 Shareholder  Designee  Agreement.  InfoCast shall have entered into
the Shareholder  Designee Agreement  substantially in the form of Exhibit F (the
"Shareholder Designee Agreement").

                                   ARTICLE IX

                 CONDITIONS PRECEDENT TO OBLIGATIONS OF INFOCAST

                  The  obligations  of InfoCast under this Agreement are subject
to the satisfaction,  on or prior to the Closing Date, unless waived in writing,
of each of the following conditions:

Section  9.1  Representation  and  Warranties  True.  The   representations  and
warranties of i360 contained in this Agreement  shall be true and correct in all
material  respects as of the date when made and at and as of the  Closing  Date,
except as and to the  extent  that the  facts and  conditions  upon  which  such
representations  and warranties are based are expressly required or permitted to
be changed by the terms  hereof with the same force and effect as if made on and
as of the Closing Date,  and InfoCast  shall have received a certificate to that
effect and as to the matters set forth in Section 9.2 hereof,  dated the Closing
Date, from the President or Chief Executive Officer of i360.

Section 9.2  Performance of Covenants.  i360 shall have performed or complied in
all material respects with all agreements,  conditions and covenants required by
this Agreement to be performed or complied with by them on or before the Closing
Date.

Section 9.3 Shareholder Approval.  The Merger and this Agreement and all actions
contemplated  herein requiring  shareholder  approval shall have been authorized
and approved by the requisite vote of the shareholders of i360 and InfoCast.

Section 9.4 No  Proceedings.  No  preliminary  or permanent  injunction or other
order (including a temporary restraining order) of Governmental  Authority which
prohibits the  consummation  of the  transactions  which are the subject of this
Agreement or prohibits  the Merger or  operation of i360's  business  shall have
been issued or entered and remain in effect.

Section 9.5 Consents and  Approvals.  All filings and  registrations  with,  and
notifications to, all Governmental  Authorities required for consummation of the
transactions  contemplated  by this

                                       31

<PAGE>

Agreement shall have been made, and all consents,  approvals and  authorizations
of all  Governmental  Authorities and parties to material  contracts,  licenses,
agreements  or  instruments   required  for  consummation  of  the  transactions
contemplated  by this  Agreement  shall have been  received and shall be in full
force and effect.

Section 9.6 Opinion of i360's Counsel.  InfoCast shall have received the opinion
of  Fennemore  Craig  P.C.,  counsel to i360,  dated the Closing  Date,  in form
reasonably satisfactory to InfoCast,  substantially to the effect that: (i) i360
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Utah;  (ii) i360 has the corporate power to enter into this
Agreement and to consummate  the  transactions  contemplated  hereby;  (iii) the
execution  and  delivery  of  this  Agreement  and  the   consummation   of  the
transactions   contemplated  hereby  have  been  duly  authorized  by  requisite
corporate  action  taken  on the  part of  i360;  (iv)  this  Agreement  and the
Registration  Rights  Agreement  has been  executed  and  delivered  by i360 and
(assuming  that  it is a valid  and  binding  obligation  of the  other  parties
thereto) is a valid and binding  obligation of i360 enforceable  against i360 in
accordance with its terms,  except (a) as  enforceability  may be limited by any
bankruptcy,  insolvency and other laws  affecting the  enforcement of creditors'
rights generally, and as such enforceability is subject to general principles of
equity (regardless of whether such  enforceability is considered in a proceeding
in equity or at law);  (v) the i360 Common Stock issued after January 1, 2000 is
duly authorized, validly issued, fully paid and nonassessable,  (vi) none of the
execution,   delivery  or   performance  of  this  Agreement  by  i360  and  the
consummation by i360 of the transactions herein  contemplated,  conflict with or
result in a breach of, or default under,  i360's Certificate of Incorporation or
Bylaws or, to the best of such counsel's  knowledge,  any  indenture,  mortgage,
deed of trust, voting trust agreement,  shareholders' agreement,  note agreement
or other  agreement or other material  instrument to which i360 is a party or by
which i360 is bound or to which any of the  property  of i360 is subject  or, to
the best of such  counsel's  knowledge,  contravene  any law, rule or regulation
applicable to i360 (except as otherwise disclosed in this Agreement),  and (vii)
to the best of such counsel's knowledge,  there is no action, suit or proceeding
pending,  or  threatened,  against or  affecting  i360  before any  Governmental
Authority or  arbitrator  (or any basis  thereof known to such counsel) in which
there is a  reasonable  possibility  of an  adverse  decision  which  may have a
Material  Adverse Effect on i360,  which could  adversely  affect the present or
prospective  ability of i360 to perform its obligations  under this Agreement or
which in any manner draws into question the validity or  enforceability  of this
Agreement.

Section 9.7 Material Changes. Since the date hereof, there shall not have been a
Material  Adverse  Effect  in the  business,  operations,  financial  condition,
assets, liabilities, prospects or regulatory status of i360.

Section 9.8  Financial  Statements.  i360 shall have  delivered  to InfoCast the
Financial Statements.

Section 9.9 Registration  Rights Agreement.  The shareholders of i360 shall have
entered into the  Registration  Rights  Agreement  substantially  in the form of
Exhibit C.


                                       32

<PAGE>

Section 9.10 Dissenting  Shares.  The number of "dissenting  shares" of i360 (as
determined  under Utah law) shall be less than 8% of the  outstanding  shares of
i360.

Section 9.11 Delivery of Questionnaires  and  Representation  Letters.  InfoCast
shall have received  completed  and executed  Questionnaire  and  Representation
Letters in the form attached  hereto as Exhibit D from each of the  shareholders
of i360.

Section 9.12 Accredited Investors. i360 shall have no more than thirty-five (35)
shareholders who are not "accredited investors," as that term is defined in Rule
501 of  Regulation  D, but who are  either  alone  or with his or her  purchaser
representative(s)  has such  knowledge and  experience in financial and business
matters  that he or she is  capable  of  evaluating  the merits and risks of the
prospective investment in InfoCast.

Section  9.13  Escrow  Agreement.  i360 and the  shareholders  of i360 set forth
therein shall have entered into the Escrow  Agreement  substantially in the form
of Exhibit A.

Section 9.14 Shareholder  Designee  Agreement.  i360 shall have entered into the
Shareholder Designee Agreement substantially in the form of Exhibit F.


                                    ARTICLE X

                                 INDEMNIFICATION

Section 10.1 Survival of Representations,  Warranties, Covenants and Agreements.
The representations,  warranties,  covenants and agreements of i360 and InfoCast
contained in this  Agreement  shall survive the Closing Date for a period of one
(1) year following the Closing Date.

Section 10.2  Indemnification  by i360.  i360 shall  defend,  indemnify and hold
harmless  InfoCast  from and after the Closing  Date against and with respect to
the following (together referred to as "InfoCast Losses"):

                  (a) any and all loss, injury,  damage or deficiency  resulting
from any  misrepresentation or breach of warranty on the part of i360 under this
Agreement;

                  (b) any and all loss, injury,  damage or deficiency  resulting
from any  non-fulfillment of any covenant or agreement on the part of i360 under
this Agreement; and

                  (c)  any  and  all   demands,   claims,   actions,   suits  or
proceedings, assessments, judgments, costs and legal and other expenses incident
to any of the foregoing.

Section 10.3  Indemnification  by InfoCast.  InfoCast  hereby  agrees to defend,
indemnify  and hold  harmless  i360 at all times from and after the Closing Date
against  and  with  respect  to the  following  (together  referred  to as "i360
Losses"):
                                       33

<PAGE>

                  (a) any and all loss, injury,  damage or deficiency  resulting
from any  misrepresentation  or breach of warranty on the part of InfoCast under
this Agreement;

                  (b) any and all loss, injury,  damage or deficiency  resulting
from any  non-fulfillment  of any  covenant or agreement on the part of InfoCast
under this Agreement; and

                  (c)  any  and  all   demands,   claims,   actions,   suits  or
proceedings, assessments, judgments, costs and legal and other expenses incident
to any of the foregoing.

Section  10.4  Procedures  for  Indemnification.  Promptly  after  receipt by an
indemnified  party of notice of the  commencement  of any action  involving  the
subject matter of the provisions of Section 10.2 or 10.3, such indemnified party
shall,  if a claim is to be made against an  indemnifying  party pursuant to the
provisions of Section 10.2 or Section 10.3,  promptly  notify such  indemnifying
party of the  commencement  of such  action;  but the omission so to notify such
indemnifying  party shall not relieve the indemnifying  party from any liability
which it may have to the  indemnified  party.  In case such  action  is  brought
against an  indemnified  party and it  notifies  the  indemnifying  party of the
commencement  of such  action,  the  indemnifying  party shall have the right to
participate  in and,  to the extent  that it may wish,  to assume the defense of
such action,  with counsel  satisfactory to such  indemnified  party;  provided,
however,  that if the  defendants  in such action  include both the  indemnified
party and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal  defenses  available to it which are different
from or additional to those available to the indemnifying  party, or if there is
a conflict of interest which would prevent  counsel for the  indemnifying  party
from also  representing the indemnified  party, the indemnified party shall have
the right to select  separate  counsel  to  participate  in the  defense of such
action on behalf of such  indemnified  party, at the expense of the indemnifying
party.  After notice from the indemnifying party to the indemnified party of the
indemnifying  party's  election  so to assume the  defense of such  action,  the
indemnifying  party shall not be liable to the indemnified party pursuant to the
provisions of Sections 10.2 or 10.3 for any legal or other expense  subsequently
incurred by such indemnified party in connection with the defense of such action
other than reasonable costs of  investigation,  unless (a) the indemnified party
shall have  employed  counsel in  accordance  with the proviso of the  preceding
sentence,   (b)  the   indemnifying   party  shall  not  have  employed  counsel
satisfactory to the indemnified  party to represent the indemnified party within
a reasonable time after the notice of the commencement of the action, or (c) the
indemnifying  party has authorized the employment of counsel for the indemnified
party at the expense of the  indemnifying  party. No  indemnifying  party shall,
except  with the  consent  of each  indemnified  party,  consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term  of such  settlement  the  release  of all  indemnified  parties  from  all
liability in respect of such claim.

Section 10.5 Limitations on  Indemnification  by i360.  Notwithstanding  Section
10.2 or any other  provision of this Agreement or applicable  law, the aggregate
liability of i360 shall at all times be limited as follows:

                                       34

<PAGE>

                  (a) i360 shall have no liability  for any InfoCast Loss unless
notice of a claim for such InfoCast  Loss,  specifying in reasonable  detail the
basis for such claim, is made upon the the Designee (as defined in Section 10.9)
on or before the first anniversary of the Closing Date; and

                  (b) The maximum aggregate  liability for InfoCast Losses shall
in all events be limited solely to the extent of the Escrow Shares.

Section  10.6  Mitigation  of Losses.  InfoCast  Losses and i360 Losses shall be
referred to  collectively  in this Agreement  sometimes as "Losses."  Losses for
which any party is liable under this  Article X shall be subject to  appropriate
mitigation  for any actual  recovery from third parties (less  attorneys'  fees,
expenses and other costs of recovery), net savings realized from tax reductions,
and the actual collection of insurance proceeds (less attorneys' fees,  expenses
and other costs of recovery), with respect to the event or condition giving rise
to such Losses.

Section 10.7 Exclusivity.

                  (a) Subject to Section 10.7(b),  the remedies,  subject to the
limitations,  set forth in this Article X shall be the sole remedy for claims of
the parties to this Agreement for liability  arising under this Agreement or any
information delivered pursuant to this Agreement.

                  (b)  Notwithstanding  the provisions of Section  10.7(a),  the
parties hereto shall have the right to seek and obtain from a court of competent
jurisdiction a temporary restraining order, injunction,  specific performance or
other equitable relief to enforce the provisions of this Agreement.

Section 10.8 Cooperation in Defense. In case of any claim,  arbitration or legal
proceeding, the defense of which is assumed by any or all of the shareholders of
i360  in  accordance  with  this  Article  X,  InfoCast,  upon  request  of such
shareholders,  shall  provide  reasonable  cooperation  (at the  expense of such
shareholders  in  accordance  with this  Article X) in such  defense,  including
affording  to such  shareholders  the right of access,  during  normal  business
hours, upon reasonable  notice and without  disturbing the business of InfoCast,
to pertinent books and records for purposes of inspection and making copies.

Section  10.9 Escrow  Account.  The shares of InfoCast  Common Stock held in the
Escrow  Account  shall be  available  to satisfy the  indemnification  claims of
InfoCast  pursuant  to this  Article X, and  InfoCast  and the  designee of i360
("Designee")  shall,  from time to time,  direct the Escrow  Agent to deliver to
InfoCast  the number of shares of InfoCast  Common Stock having a value equal to
the InfoCast Losses as to which InfoCast is entitled to be indemnified  pursuant
to this Article X. For purposes of this  Section  10.9,  the value of a share of
InfoCast  Common  Stock  shall be the  average of the  closing  price for thirty
Trading  Days prior to the date of payment of the claim of  indemnification.  On
the first  anniversary  of the Closing  Date,  InfoCast and the  Designee  shall
direct the Escrow  Agent to deliver all of the shares of InfoCast  Common  Stock
then held in the  Escrow  Account  to  InfoCast  and  InfoCast  shall  thereupon
distribute such shares in accordance with Section 2.1(c) of this Agreement.  For
purposes  of this  Section  10.9,


                                       35

<PAGE>

"Trading  Days" shall mean a day on which the  national  securities  exchange on
which the  InfoCast  Common  Stock are listed or admitted to trading is open for
the transaction of business.

                                   ARTICLE XI

                                CLOSING DOCUMENTS

Section 11.1 Documents to be Delivered by the Parties.  At the Closing,  each of
i360 and InfoCast,  shall execute and deliver the Articles of Merger relating to
the respective  filings in each of Nevada and Utah substantially in the form set
forth as Exhibit E hereto.

Section 11.2  Documents to be  Delivered by InfoCast.  At the Closing,  InfoCast
shall  deliver  to i360  the  following,  all in form and  substance  reasonably
satisfactory to counsel for i360.

(a) Certified  copies of  resolutions  duly adopted by the Board of Directors of
InfoCast  authorizing and approving the execution and delivery of this Agreement
by InfoCast and the performance of its obligations hereunder.

                  (b)  Certified  copy  of  resolutions   duly  adopted  by  the
shareholders of InfoCast authorizing and approving the execution and delivery of
this Agreement by InfoCast and the performance of its obligations hereunder.

                  (c) The  Opinions  of  Counsel  for  InfoCast  referred  to in
Section 8.6.

                  (d) The certificate referred to in Section 8.1.

                  (e) The Registration Rights Agreement set forth on Exhibit C.

                  (f) The Escrow Agreement set forth on Exhibit A.

                  (g) The Shareholder Designee Agreement set forth on Exhibit F.

Section  11.3  Documents  to be  Delivered  by i360.  At the Closing  i360 shall
deliver  to  InfoCast,  all in form and  substance  reasonably  satisfactory  to
counsel for InfoCast:

                  (a) Certified  copies of resolutions duly adopted by the Board
of Directors of i360  authorizing  and  approving  the execution and delivery of
this Agreement by i360 and the performance of its obligations hereunder.

                  (b)  Certified  copy  of  resolutions   duly  adopted  by  the
shareholders  of i360  authorizing  and  approving the execution and delivery of
this Agreement by i360 and the performance of its obligations hereunder.

                  (c) The  Opinions of Counsel for i360  referred to in Sections
9.6.
                                       36

<PAGE>


                  (d) The certificate referred to in Section 9.1.

                  (e) The Registration Rights Agreement set forth on Exhibit C.

                  (f) The Escrow Agreement set forth on Exhibit A.

                  (g) The Shareholder Designee Agreement set forth on Exhibit F.

                  (h) The Shareholder Voting Agreement set forth on Exhibit B.

                                   ARTICLE XII

                        TERMINATION, AMENDMENT AND WAIVER

Section 12.1 Termination.  This Agreement may be terminated and the transactions
contemplated by this Agreement abandoned at any time prior to the Closing:

                  (a) By mutual written consent of InfoCast and i360;

                  (b)  By   either   InfoCast   or  i360  if  the   transactions
contemplated by this Agreement shall not have been consummated on or before July
15, 2000;

                  (c) By i360 if any condition  specified in Article VIII hereto
has not been met or  waived  at such  time as such  condition  can no  longer be
satisfied;

                  (d) By  InfoCast  if any  condition  specified  in  Article IX
hereto has not been met or waived at such time as such  condition  can no longer
be satisfied; or

                  (e) By  either  InfoCast  or  i360  if a  court  of  competent
jurisdiction or Governmental Authority shall have issued a final, non-appealable
order, decree or ruling or taken any other action (which order, decree or ruling
the  parties  hereto  shall  use  their  best  efforts  to  lift),  in each case
permanently  restraining,  enjoining or otherwise  prohibiting the  transactions
contemplated by this Agreement.

Section 12.2 Effect of  Termination.  Except as provided in Section 13.1 hereof,
in the event of any  termination  of this  Agreement in accordance  with Section
12.1 hereof,  this Agreement  shall  forthwith  become void and,  except for the
parties'  obligations  under Section 7.6 hereof which shall remain in full force
and effect,  there shall be no liability under this Agreement on the part of any
party hereto or their respective affiliates,  officers, directors,  employees or
agents by virtue of such termination.


                                       37

<PAGE>

                                  ARTICLE XIII

                                  MISCELLANEOUS

Section 13.1 Expenses.  All costs and expenses  incurred in connection with this
Agreement and the  transactions  contemplated  hereby shall be paid by the party
incurring  such  costs  and  expenses  regardless  of the  termination  of  this
Agreement or the failure to consummate the transactions contemplated hereby.

Section 13.2 Notices.  All notices,  requests,  demands and other communications
which are required or may be given under this Agreement  shall be in writing and
shall be  deemed  to have  been  duly  given  when  delivered  personally  or by
facsimile transmission,  in either case with receipt acknowledged,  or five days
after being sent by  registered or certified  mail,  return  receipt  requested,
postage prepaid:

                           If to InfoCast to:

                                InfoCast Corporation
                                1 Richmond Street. W., Suite 901
                                Toronto, Ontario M5H 3W4
                                Attention: Chief Executive Officer

                           with a copy to:

                                Olshan Grundman Frome Rosenzweig & Wolosky LLP
                                505 Park Avenue
                                New York, New York 10022
                                Attention: Jeffrey S. Spindler, Esq.

                           If to i360 to:

                                i360 Inc.
                                407 West Congress Street
                                Tucson, Arizona  85701
                                Attention: President

                           with a copy to:

                                Fennemore Craig, P.C.
                                Suite 2600
                                3003 North Central Avenue
                                Phoenix, Arizona  85012
                                Attention:  Sarah A. Strunk, Esq.

                                       38

<PAGE>

or to such other address as any party shall have  specified by notice in writing
to the other in compliance with this Section 13.2.

Section 13.3 Entire Agreement; Amendments. This Agreement constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof and
thereof and supersedes all prior agreements,  representations and understandings
among the parties hereto, including that certain letter agreement dated February
17, 2000 among the  parties  hereto.  This  Agreement  may be amended  only by a
writing signed by all the parties hereto.

Section 13.4 Binding Effect, Benefits,  Assignments.  This Agreement shall inure
to the benefit of and be binding  upon the parties  hereto and their  respective
successors  and  permitted  assigns;  nothing in this  Agreement,  expressed  or
implied,  is  intended  to confer on any other  person,  other than the  parties
hereto  or their  respective  successors  and  permitted  assigns,  any  rights,
remedies,  obligations or liabilities under or by reason of this Agreement. This
Agreement  may not be assigned  without the prior  written  consent of the other
parties hereto.

Section 13.5 Applicable Law. This Agreement and the legal relations  between the
parties hereto shall be governed by and construed in accordance with the laws of
the State of New York, without regard to principles of conflicts of law.

Section 13.6  Arbitration.  Any dispute,  controversy or claim arising out of or
related to this Agreement, or any transactions  contemplated herein, that cannot
be amicably  resolved  between InfoCast and i360, shall be resolved by final and
binding  arbitration held in Phoenix,  Arizona,  in accordance with the domestic
arbitration  rules of the  American  Arbitration  Association,  except as may be
modified by this  Section or by mutual  agreement  of the  parties.  Arbitration
proceedings  shall be  conducted  by a panel of three (3)  persons  selected  as
follows:  the party initiating  arbitration  shall select one arbitrator and the
other party shall select a second  arbitrator.  The two  arbitrators so selected
shall select a third  arbitrator  as soon as possible.  Each party shall provide
prompt written notice of the  arbitrator  selected by it in accordance  with the
terms of this  Agreement.  No arbitrator  shall have or previously  have had any
significant  relationship  with any of the  parties.  The  arbitration  and this
Section  shall be governed by Title 9  (Arbitration)  of the United States Code.
The parties will, upon the request of any party,  support the  consolidation  of
all  existing  disputes  (if more than one  dispute)  under this  Agreement in a
single action to be adjudicated by a single arbitration panel in accordance with
this Section.

Section 13.7 Headings.  The headings and captions in this Agreement are included
for  purposes  of  convenience  only and shall not  affect the  construction  or
interpretation of any of its provisions.

Section 13.8 Counterparts.  This Agreement may be executed simultaneously in two
or more  counterparts,  each of which  shall be deemed an  original,  but all of
which together shall constitute one and the same instrument.

Section 13.9 Costs and Fees of Dispute. In the event any proceeding is commenced
by a party  under  this  Agreement  to  enforce  any of its terms or to  recover
damages in connection with a


                                       39
<PAGE>

breach of this Agreement,  the prevailing  party or parties shall be entitled to
recover attorneys' fees and costs (including,  without limitation, such fees and
costs as may be incurred in any bankruptcy or appellate proceeding) in an amount
to be fixed by the court.

Section 13.10 Definition of Material Adverse Effect.  As used in this Agreement,
any reference to any state of facts,  event, change or effect having a "Material
Adverse Effect" on or with respect to either i360 or InfoCast,  means such state
of facts,  event,  change or effect that has had or would reasonably be expected
to have a material  adverse  effect on the  business,  results of  operations or
financial  condition of the any change in or effect on the  business,  financial
condition  or  results  of  the  party  making  such   representation   and  its
subsidiaries, taken as a whole.

                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement as of the day and year hereinabove first set forth.

                                     INFOCAST CORPORATION


                                     By:/s/ James W. Leech
                                        ----------------------------------------
                                        Name:  James W. Leech
                                        Title: President

                                     i360 INC.


                                     By:/s/ Bill Cochrane
                                        ----------------------------------------
                                        Name:  Bill Cochrane
                                        Title: President


                                       40