EXHIBIT 10.1

                      AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF  REORGANIZATION  (the  "Agreement")  made and entered
into as of December 7, 2011 by and among, VICTORIA INTERNET SERVICES,  INC. ., a
Nevada corporation  (hereinafter  referred to as the "Company" or "VRIS"),  Leon
Golden (the  "Control  Stockholder")  and the persons  identified  on Schedule A
hereto (the "Buyers") and Earn-A-Car (PTY), LTD., a corporation  organized under
the laws of the Republic of South Africa ("EAC").

                                    RECITALS

     WHEREAS,  the Control  Stockholder  owns a total of 205,000,000  restricted
shares of the  Company's  common stock  ("Control  Stock") which shares were not
included  in  the   Company's   Registration   Statement   on  Form  S-1  number
333-165391ordered effective June 23, 2010 (the "Registration Statement"); and

     WHEREAS,  Buyers desire to (i) acquire 78,750,000 shares out of the Control
Stock in the amounts set forth on Schedule A (the "Sold Shares") and the Control
Stockholder  desires  to sell the  Control  Stock for  $150,000  (the  "Purchase
Price") and (ii)  contribute  of 100% of the  capital of EAC (the "EAC  Shares")
(the "Contribution") and the Control Stockholder desires to sell all of his Sold
Shares to EAC for $150,000  conditioned upon the Contribution and the Company is
willing to accept the Contribution on the terms hereinafter set forth; and

     WHEREAS, all share numbers in this document have been adjusted to reflect a
50 for one forward stock split initiated in November 2011.

                                    AGREEMENT

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
contained  herein  and in  reliance  upon  the  representations  and  warranties
hereinafter set forth, the parties agree as follows:

     1. PURCHASE OF THE SHARES AND CONSIDERATION

     1.1 Shares Being  Purchased.  Subject to the terms and  conditions  of this
Agreement, at the closing provided for in Section 2 hereof (the "Closing"),  the
Control  Stockholder  shall sell,  assign,  transfer and deliver to EAC the Sold
Shares.

     1.2  Consideration.  Subject to the terms and  conditions of this Agreement
and in consideration of the sale, assignment,  transfer and delivery of the Sold
Shares to the Buyers, at the Closing the Buyers shall transfer the EAC Shares to
the Company and pay the Control Shareholder  $150,000,  said $150,000 (the "Cash
Portion"),  which Cash Portion the parties  hereto  recognize as already paid in
full by Estripoint Capital Partners Limited, on behalf of EAC. If this Agreement
shall be  terminated,  the Cash Portion shall be returned to Estripoint  Capital
Partners Limited as per Schedule A hereto.

     2. THE CLOSING

     2.1 Time and Place.  The closing of the  transactions  contemplated by this
Agreement  shall be held at the offices of Gary B Wolff,  485  Madison  Avenue -
Suite 1100,  New York,  New York 10022 at 2:00 p.m.  on December 7, 2011,  or on
such other date and at such other time and place as the  parties  may agree upon
in writing (the "Closing").

     2.2  Deliveries  by the Control  Stockholder.  At the Closing,  the Control
Stockholder  shall deliver to the Buyers the stock  certificate(s)  representing
the Sold Shares, duly endorsed or accompanied by stock power(s) duly executed in
blank or otherwise in form acceptable for transfer on the books of the Company.
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     2.3  Deliveries  by Buyers.  At the Closing,  the Buyers shall  deliver the
Purchase Price to the Control  Stockholder and EAC Shares to the Company in form
acceptable to counsel to the Company.

     2.4  Cancelation.   The  Control  Shareholder  shall  cause  the  remaining
126,250,000 shares owned by the Control Shareholder to be cancelled.

     3. INDIVIDUAL REPRESENTATIONS AND WARRANTIES OF THE CONTROL STOCKHOLDER

     The Control Stockholder, represents and warrants to EAC as follows:

     3.1 Title.  The Control  Stockholder owns all of the Control Shares and all
of the Sold  Shares,  and shall  transfer to the Buyers at the Closing  good and
valid title to the Sold Shares,  free and clear of all  restrictions on transfer
(other than any restrictions  under federal and state securities  laws),  liens,
claims, options, charges, pledges, security interests, and encumbrances of every
kind,  character or description.  The Control  Stockholder is not a party to any
voting trust,  proxy,  or other agreement or  understanding  with respect to the
voting of any capital stock of the Company.

     3.2 Valid and Binding Agreement.  The Control  Stockholder has the full and
unrestricted right, power and authority and capacity to execute and deliver this
Agreement and consummate the transactions  contemplated  herein.  This Agreement
has been duly executed and delivered by the Control  Stockholder and constitutes
the valid and binding  obligation  of the Control  Stockholder,  enforceable  in
accordance with its terms.

     3.3  Non-contravention.  The execution  and delivery of this  Agreement and
consummation of the transactions  contemplated hereby do not violate or conflict
with  or  constitute  a  default  under  any  contract,  commitment,  agreement,
understanding,  arrangement  or  restriction  of any kind to which  the  Control
Stockholder  is a party or by  which  the  Control  Stockholder  or the  Control
Stockholder's  property is bound, or to the knowledge of the Control Stockholder
any existing  applicable law, rule,  regulation,  judgment,  or court order. The
Control  Stockholder  is not and will not be  required  to give any notice to or
obtain any consent from any Person in connection with the execution and delivery
of this Agreement or the consummation of the transactions contemplated hereby.

     3.4  Accurate  Information.  To the  best  of  such  Control  Shareholder's
knowledge,  after due  investigation;  (i) the information  filed by the Company
pursuant  to the  Securities  Act of 1933,  as amended  (the "1933 Act") and the
Securities  and Exchange  Act of 1934,  as amended (the "1934 Act") and (ii) the
Company's  representations  and  warranties  hereunder are all true accurate and
complete  and do not  omit  any  facts,  necessary  to make  such  documents  or
representations and warranties not misleading.

     4. REPRESENTATIONS AND WARRANTIES OF THE BUYERS AND EAC.

     Each  Buyer  and  EAC  represents  and  warrants  to the  Company  and  the
Controlling Shareholder as follows:

     4.1  Authority.  The Buyer has all  requisite  power and authority to enter
into this Agreement and to consummate the transactions contemplated herein. This
Agreement constitutes the valid and binding obligation of the Buyer, enforceable
in accordance with its terms. (This representation is made by the Buyers only.)

     4.2 Litigation.  There is no claim, action suit or proceeding, at law or in
equity,  pending or threatened  against  Buyer  affecting any of the EAC Shares,
(nor, to the knowledge of the Buyer,  is there any basis  therefore)  that might

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result,  either in any case or in the aggregate,  in any material adverse change
in the business of EAC, nor is there any judgment, decree,  injunction,  rule or
order of any court, governmental department, commission, agency, instrumentality
or  arbitrator  outstanding  against the Buyer or relating to the EAC or the EAC
Shares having, or which insofar as can be reasonably foreseen, in the future may
have,  any such effect.  There is no claim,  action,  suit or  proceeding by the
Buyer  currently   pending  or  which  Buyer  intends  to  initiate  that  might
potentially  result in a counterclaim  affecting EAC or the EAC Shares.  . (This
representation is made by the Buyers only.)

     4.3 No  Conflict.  The  execution  and delivery of this  Agreement  and the
consummation  of the  transactions  contemplated  hereby  do not  and  will  not
conflict  with, or result in a breach of any term or provision of, or constitute
a default  under or result in a violation  of any  agreement,  contract,  lease,
license or instrument to which the Buyer is a party or by which it or any of his
properties or assets are bound, or any judgment, decree, order, or writ by which
EAC is bound or to which it or any of his properties or assets are subject.

     4.4  Consent.  No  consent,   approval,   order  or  authorization  of,  or
registration,  declaration or filing with, any court,  administrative  agency or
commission or other governmental  authority or instrumentality is required by or
with  respect  to the  Buyer,  EAC or the EAC  Shares  in  connection  with  the
execution and delivery of this Agreement or the consummation by the Buyer of the
transactions contemplated herein.

     4.5 Organization.

         4.5(a) EAC is a corporation duly organized,  validly  existing,  and in
good standing under the laws of the Republic of South Africa;  has the corporate
power and  authority  to carry on its business as  presently  conducted;  and is
qualified to do business as a foreign  corporation and is in good standing under
the laws of each state in which either the  ownership  or use of the  properties
owned or used by it, or the nature of the activities  conducted by it,  requires
such qualification, except where the failure to be so qualified would not have a
material adverse effect on the business or financial condition of the Company.

         4.5(b) The copies of the Articles of Incorporation,  and all amendments
thereto, of the Company, as certified by the government of the Republic of South
Africa,  and the bylaws of EAC and all amendments  thereto,  as certified by the
Secretary of EAC, which will be delivered to the Company for  examination  prior
to the Closing, are complete and correct copies of the Articles of Incorporation
and bylaws of EAC in effect on the date  hereof.  All  minutes of  meetings  and
actions in writing without a meeting of the Board of Directors and  stockholders
of EAC are  contained in the minute book of EAC,  which will be delivered to the
Company  for  examination  prior to the  Closing,  and no  minutes or actions in
writing without a meeting will be included in such minute book since delivery to
the Company that will not also be  delivered to the Company.  The minute book of
EAC contains  complete and accurate  records of all meetings and other corporate
actions of its Board of Directors and stockholders.

     4.6 Share  Issuance  Restriction.  EAC  covenants  that  after the  Closing
hereunder it will not sell any of its shares except to the Company,  which shall
be permitted to buy additional shares in EAC.

     5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company represents and warrants to EAC as follows:

     5.1 Authority.  The Company has all requisite corporate power and authority
to enter into this  Agreement and to consummate  the  transactions  contemplated
herein.  The execution and delivery of this Agreement,  and the  consummation of
the transactions contemplated herein, have been duly authorized by all necessary
corporate  action  on the part of the  Company.  This  Agreement  has been  duly
executed  and  delivered  by the Company and  constitutes  the valid and binding
obligation of the Company, enforceable in accordance with its terms.

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     5.2 Organization.

         5.2(a) The Company is a corporation duly organized,  validly  existing,
and in good  standing  under the laws of the State of Nevada;  has the corporate
power and  authority  to carry on its business as  presently  conducted;  and is
qualified to do business as a foreign  corporation and is in good standing under
the laws of each state in which either the  ownership  or use of the  properties
owned or used by it, or the nature of the activities  conducted by it,  requires
such qualification, except where the failure to be so qualified would not have a
material adverse effect on the business or financial condition of the Company.

         5.2(b) The copies of the Articles of Incorporation,  and all amendments
thereto,  of the Company,  as certified by the Secretary of State of Nevada, and
the bylaws of the  Company  and all  amendments  thereto,  as  certified  by the
Secretary of the Company,  which will be delivered to EAC for examination  prior
to the Closing, are complete and correct copies of the Articles of Incorporation
and bylaws of the Company in effect on the date hereof.  All minutes of meetings
and  actions  in  writing  without  a  meeting  of the  Board of  Directors  and
stockholders  of the Company are  contained  in the minute book of the  Company,
which will be delivered to EAC and Buyers for examination  prior to the Closing,
and no minutes or actions in writing  without a meeting will be included in such
minute book since  delivery to EAC and Buyers that will not also be delivered to
EAC and Buyers.  The minute book of the Company  contains  complete and accurate
records of all  meetings and other  corporate  actions of its Board of Directors
and stockholders.

     5.3 Capitalization.

         5.3(a)  The  authorized  capital  stock  of  the  Company  consists  of
250,000,000  shares of Common Stock,  $.0000001 par value, of which  238,750,000
shares are issued and outstanding and 20,000,000 shares of blank check Preferred
Stock, $0.0000001 par value, of which there are no shares issued and outstanding
or designated.  All of the issued and outstanding  shares of Common Stock of the
Company are duly authorized, validly issued, fully paid and non-assessable,  are
not subject to  preemptive  rights  created by statute,  the  Company's  charter
documents or bylaws or any agreement to which the Company is a party or by which
it is bound,  and were offered and sold in compliance with applicable  state and
Federal securities laws.

         5.3(b)  There  are no  outstanding  options,  warrants,  subscriptions,
calls, rights, demands, commitments,  convertible securities or other agreements
or arrangements of any character or nature  whatsoever to which the Company is a
party or by which it is bound obligating the Company to issue,  deliver or sell,
or cause to be issued, sold or delivered,  additional shares of capital stock of
the Company or  obligating  the Company to grant,  extend or enter into any such
option,  warrant,  subscription,  call, right, demand,  commitment,  convertible
security or other agreement.

     5.4 Equity Investments.  The Company does not own any capital stock or have
any interest in any corporation, partnership, or other form of business entity.

     5.5  Financial  Statements.  The Company has delivered to EAC copies of its
audited  balance sheet for the fiscal year ended December 31, 2010 (the "Balance
Sheet")  and  the  related   audited   statements  of  operations,   changes  in
stockholders'  equity  and cash  flows  for the year  ended  December  31,  2010
together with appropriate notes to such financial statements, a copy of which is
included in the Annual  Report on Form 10-K filed by the  Company  with the SEC,
and copies of its  unaudited  balance  sheet as of  September  30,  2011 and the
related unaudited statements of operations,  changes in stockholders' equity and
cash flows for the three and nine month  periods  ended  September 30, 2011 (the
"Company  Financial  Statements"),  a copy of which is included in the Company's
Quarterly  Report on Form 10-Q for the three month  period ended  September  30,
2011filed  by the Company with the SEC. The Company  Financial  Statements  have
been  prepared in  accordance  with  generally  accepted  accounting  principles

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consistently  applied, and present fairly the financial condition and results of
operations  of the  Company  at the dates  and for the  periods  covered  by the
Company Financial Statements.

     5.6  Absence of  Liabilities.  As of the date of the date of  Closing,  the
Company does will not have any debts, liabilities, or obligations of any nature,
including,  but not  limited to  expenses  and costs,  stock  transfer  fees and
accounting  fees  in  connection  with  the  Transaction  contemplated  by  this
agreement and any agreements  relating to the Company or its shares entered into
contemporaneously or substantially contemporaneously herewith.

     5.7 Tax Returns.  Within the times and in the manner prescribed by law, the
Company has filed all federal,  state, and local tax returns required by law and
has paid in full all taxes, including, without limitation, all net income, gross
receipts,  sales,  use,  withholding,   payroll,  employment,  social  security,
unemployment,  excise and property taxes, plus applicable penalties and interest
thereon  (all such items are  collectively  referred to as  "Taxes")  due to, or
claimed  to be due by, any  governmental  authority.  The  Balance  Sheet  fully
accrues all current and deferred  Taxes.  The Company has not been delinquent in
the  payment  of any  Taxes  and has no tax  deficiency  or  claim  outstanding,
proposed or assessed  against it, and there is no basis for any such  deficiency
or claim. As of the date of Closing, the Company will not have any liability for
Taxes which has not been paid or noted in the Company Financial Statements.

     5.8  Litigation.   There  is  no  claim,   action,   suit,   proceeding  or
investigation,  at law or in equity,  pending or threatened  against the Company
affecting  any of its  properties or assets or, to the knowledge of the Company,
against any officer or director of the Company that might result,  either in any
case or in the  aggregate,  in any  material  adverse  change  in the  business,
operations,  affairs or  condition  of the Company or any of its  properties  or
assets, or that might call into question the validity of this Agreement,  or any
action taken or to be taken pursuant hereto, nor is there any judgment,  decree,
injunction,  rule or order of any court,  governmental  department,  commission,
agency, instrumentality or arbitrator outstanding against the Company having, or
which, insofar as can be reasonably  foreseen,  in the future may have, any such
effect.

     5.9  Compliance  with  Applicable  Law. The Company has  complied  with all
applicable laws, regulations,  orders and other requirements of all governmental
entities having jurisdiction over it and its assets,  properties and operations,
except in any case where the failure to comply would not have a material adverse
effect on the  business,  assets or  financial  condition  of the  Company.  The
Company has not received  any notice of any material  violation of any such law,
regulation,  order or other legal  requirement,  and is not in material  default
with respect to any order, writ,  judgment,  award,  injunction or decree of any
governmental entity,  applicable to the Company or any of its assets, properties
or operations.

     5.10  Contracts and  Agreements.  The Company is not a party to or bound by
nor are any of its properties  and assets  subject to any contract,  instrument,
lease, license, agreement, guaranty, commitment or undertaking.

     5.11 Employees;  Employee Plans.  The Company is not a party to or bound by
any  employment,  consulting,  or  retainer  agreement,  or any  profit-sharing,
deferred  compensation,   bonus,  savings,  stock  option,  stock  purchase,  or
incentive plan or agreement.

     5.12 No Conflict.  The  execution  and delivery of this  Agreement  and the
consummation  of the  transactions  contemplated  hereby  do not  and  will  not
conflict  with or result in a breach of any term or provision  of,  constitute a
default  under or result in a violation  of, the  Articles of  Incorporation  or
bylaws of the Company, as amended, any agreement,  contract,  instrument, lease,
license, agreement or undertaking to which the Company is a party or by which it
or any of its assets are bound, or any judgment,  decree, order or writ by which
the  Company  is bound or to which it or any of its  assets  or  properties  are
subject.

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     5.13  Consent.  The Company is not  required to submit any notice,  report,
statement, or other filing with and no consent, approval, order or authorization
by any Person is required to be obtained by the Company in  connection  with the
execution  and  delivery  of this  Agreement,  other  than  (a)  such  consents,
approvals, orders,  authorizations,  registrations,  declarations and filings as
may be  required  under  applicable  state  securities  law and (b)  such  other
consents,  approvals, orders,  authorizations,  registrations,  declarations and
filings which if not obtained or made would not have a material  adverse  effect
on the Company.

     5.14 Stockholder  List. A complete and accurate list of the stockholders of
record of the Company will be delivered to EAC prior to the Closing.

     5.15 Registration Rights. No Person has demand or other rights to cause the
Company to file any  registration  statement  under the  Securities  Act of 1933
relating to any  securities  of the Company or any right to  participate  in any
such registration statement.

     5.16 Compliance with Securities Laws.

         5.16(a)  All  reports  required  to be  filed by the  Company  with the
Securities  and Exchange  Commission  (collectively,  the  "Reports")  have been
properly filed and comply in all material  respects with the requirements of the
1934 Act and the rules and  regulations  promulgated  thereunder with respect to
such  Reports.  None of the filed  Reports  contain  any untrue  statement  of a
material  fact, or fail to state any material fact required to be stated therein
or necessary to make the statements made therein not misleading.

         5.16(b)  No formal or  informal  investigation  or  examination  by the
Securities  and Exchange  Commission or by the securities  administrator  of any
state is pending or threatened against the Company.

         5.16(c) The Company has not been convicted of any felony or misdemeanor
in connection with the purchase and sale of any security or involving the making
of any false filing with the Securities and Exchange Commission.

         5.16(d) The Company is not subject to any order,  judgment or decree of
any court of competent jurisdiction, temporarily or preliminarily restraining or
enjoining, or subject to any order, judgment or decree of any court of competent
jurisdiction, permanently restraining or enjoining, the Company from engaging in
or continuing any conduct or practice in connection with the purchase or sale of
any security or involving the making of any false filing with the Securities and
Exchange Commission.

         5.16(e)  The  Company  does not have a class of  securities  registered
under and is not  subject to Section  12(g) of the  Securities  Exchange  Act of
1934.

     5.17 Investment Company. The Company is not required to be registered as an
investment  company under the  Investment  Company Act of 1940, as amended,  and
neither the Company nor its officers or directors  are required to be registered
as investment advisors under the Investment Advisor Act of 1940, as amended.

     6. COVENANTS RELATING TO CONDUCT OF BUSINESS OF THE COMPANY

     During the period from the date of this Agreement and continuing  until the
Closing, the Company agrees (except as expressly  contemplated by this Agreement
or to the extent that each and every Buyer shall  otherwise  consent in writing)
that:

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     6.1 Ordinary  Course.  The Company shall not conduct any business or engage
in  any  activities  other  than  activities  related  to  the  closing  of  the
transactions  contemplated by this Agreement.  In such  connection,  the company
further represents and warrants to EAC that since June 30, 2011,

         (a) there has not been any  Material  Adverse  Change in the  business,
operations, properties, assets, or condition of the Company;

         (b) the Company has not (i) amended its Articles of Incorporation; (ii)
declared  or made,  or agreed to declare or make,  any payment of  dividends  or
distributions  of any assets of any kind whatsoever to stockholders or purchased
or redeemed,  or agreed to purchase or redeem,  any  outstanding  capital stock;
(iii)  made any  material  change in its  method of  management,  operation,  or
accounting;  (iv) entered into any material transaction; or (v) made any accrual
or arrangement for payment of bonuses or special compensation of any kind or any
severance or termination pay to any present or former officer or employee;

         (c) The Company  has not (i)  borrowed or agreed to borrow any funds or
incurred,  or become subject to, any material  obligation or liability (absolute
or contingent) except  liabilities  incurred in the ordinary course of business;
(ii) paid any material  obligation or liability  (absolute or contingent)  other
than current  liabilities  reflected in or shown on the most recent MNXU balance
sheet, and current  liabilities  incurred since that date in the ordinary course
of  business;  (iii) sold or  transferred,  or agreed to sell or  transfer,  any
material assets,  properties,  or rights, or canceled,  or agreed to cancel, any
material  debts or claims;  or (iv) made or permitted any material  amendment or
termination of any contract, agreement, or license to which it is a party;

         (d)  Notwithstanding  anything to the contrary in the  foregoing,  VRIS
shall have divested  itself of all of its assets and have not liabilities on the
date of the Closing and all of the business  operations  of VRIS as described in
the VRIS prospectus shall have been discontinued.

     6.2  Dividends;  Changes  in  Stock.  The  Company  shall not and shall not
propose to (i) declare or pay any  dividends on or make other  distributions  in
respect of any of its capital  stock,  (ii) split,  combine or reclassify any of
its capital stock or issue or authorize the issuance of any other  securities in
respect  of, in lieu of or in  substitution  for shares of capital  stock of the
Company,  or (iii)  repurchase  or  otherwise  acquire any shares of its capital
stock or rights to acquire any shares of its capital stock.

     6.3 Issuance of Securities. The Company shall not issue, deliver or sell or
authorize  or  propose  the  issuance,  delivery  or sale of,  any shares of its
capital stock of any class or securities  convertible into, or rights,  warrants
or options to acquire, any such shares or other convertible securities.

     6.4  Governing  Documents.  The  Company  shall not amend its  Articles  of
Incorporation or Bylaws.

     6.5 No Contracts or  Undertakings.  The Company shall not become a party to
or  become  bound  by or  agree to  become  a party  to or  become  bound by any
contract, instrument, lease, license, agreement, commitment or undertaking.

     6.6 No Obligations or Liabilities.  The Company shall not incur or agree to
incur any amount of long or short-term debt for money borrowed,  or indemnify or
agree to indemnify others, or incur or agree to incur any debts,  obligations or
liabilities whatsoever.

     7. ADDITIONAL AGREEMENTS

     7.1 Access to Information.

         (a) EAC shall  afford to the Company  and shall  cause its  independent
accountants  to afford to the Company,  and its  accountants,  counsel and other

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representatives,  reasonable  access  during  normal  business  hours during the
period prior to the Closing to all  information  concerning  the EAC and the EAC
Shares,  as the Company may reasonably  request,  provided that EAC shall not be
required  to  disclose  any  information  which he is legally  required  to keep
confidential.  The Company will not use such information for purposes other than
this Agreement and will otherwise hold such  information in confidence  (and the
Company will cause its consultants and advisors also to hold such information in
confidence)  until  such time as such  information  otherwise  becomes  publicly
available,  and in the event of termination of this Agreement for any reason the
Company shall promptly return, or cause to be returned,  to the disclosing party
all documents obtained from EAC, and any copies made of such documents, extracts
and copies thereof.

         (b) The Company  shall  afford to EAC and shall  cause its  independent
accountants   to  afford  to  EAC  and  its   accountants,   counsel  and  other
representatives,  reasonable  access  during  normal  business  hours during the
period  prior  to  the  Closing  to  all of  the  Company's  properties,  books,
contracts,  commitments  and  records  and to the audit  work  papers  and other
records of the  Company's  independent  accountants.  During  such  period,  the
Company shall use reasonable efforts to furnish promptly to EAC such information
concerning the Company as EAC may reasonably request,  provided that the Company
shall not be required to disclose any information that it is legally required to
keep  confidential.  EAC will not use such  information  for purposes other than
this Agreement and will otherwise hold such  information in confidence  (and EAC
will  cause  his  consultants  and  advisors  also to hold such  information  in
confidence)  until  such time as such  information  otherwise  becomes  publicly
available,  and in the event of termination of this Agreement for any reason EAC
shall promptly  return,  or cause to be returned,  to the  disclosing  party all
documents  obtained  from the  Company,  and any copies made of such  documents,
extracts and copies thereof.

     7.2  Communications.  Between  the date hereof and the  Closing  Date,  the
Company will not, without the prior written approval of the Buyers,  furnish any
communication  to the public if the subject matter thereof  relates to the other
party or to the  transactions  contemplated by this Agreement,  except as may be
necessary,  in the  opinion  of their  respective  counsel,  to comply  with the
requirements of any law, governmental order or regulation.

     7.3 No Shop.  From the date of this Agreement  until the earlier of (i) the
Closing Date, or (ii) the termination of this Agreement; neither Company nor the
Buyers shall cause their respective shareholders, officers, directors, employees
and other agents to directly or indirectly, take any action to solicit, initiate
or  encourage  any offer or  proposal  or  indication  of  interest in a merger,
consolidation or other business combination involving any equity interest in, or
a substantial portion of the assets of itself, other than in connection with the
transactions  contemplated by this  Agreement.  Each of the parties hereto shall
immediately  advise  the other  party of the  terms of any  offer,  proposal  or
indication of interest that it receives or otherwise becomes aware of.

     7.4 Public  Announcements.  The Company,  the Buyers and EAC shall  consult
with each other before issuing any press release or making any public  statement
with respect to this Agreement or the transactions  contemplated hereby and will
not issue any such press release or make any such public statement prior to such
consultation and without the written consent of the other party.

     7.5 Notices of Certain Events.  In addition to any other notice required to
be given by the terms of this  Agreement,  each of the  parties  shall  promptly
notify the other party hereto of:

         (a) any  notice  or other  communication  from  any  person  or  entity
alleging  that the  consent of such  person or entity is or may be  required  in
connection with any of the transactions contemplated by this Agreement;

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<PAGE>
         (b)  any  notice  or  other  communication  from  any  governmental  or
regulatory agency or authority in connection with the transactions  contemplated
by this Agreement; and

         (c) any actions, suits, claims, investigations or proceedings commenced
or, to its knowledge  threatened against,  relating to or involving or otherwise
affecting such party that, if pending on the date of this Agreement,  would have
been required to have been disclosed pursuant to Sections 3,4 and 5 (as the case
may be) or that relate to the consummation of the  transactions  contemplated by
this Agreement

     8. CONDITIONS PRECEDENT

     8.1  Conditions  to  Obligations  of the Company.  The  obligations  of the
Company to  consummate  the  transactions  contemplated  by this  Agreement  are
subject to the  satisfaction  on or before the date of Closing of the  following
conditions, unless waived by the Company:

         (a)   Representations  and  Warranties  of  the  Buyers  and  EAC.  The
representations  and warranties of the Buyers and EAC and set forth herein shall
be true and correct in all  material  respects as of the date of this  Agreement
and on the date of the Closing.

         (b) Additional Closing Documents.  The Company shall have received such
other documents and instruments as are required to be delivered  pursuant to the
provisions of this Agreement or otherwise reasonably requested by the Company.

     7.2 Conditions to Obligations of the Buyers.  The obligations of the Buyers
to consummate the transactions contemplated by this Agreement are subject to the
satisfaction on or before the date of Closing of the following conditions unless
waived by the Buyers:

         (a) Representations and Warranties of the Company.  The representations
and  warranties of the Company set forth herein shall be true and correct in all
material  respects as of the date of this  Agreement and on the date of Closing,
and the Buyers and shall have  received  a  certificate  signed by an  executive
officer of the Company to such effect.

         (b) Election of  Directors  and  Officers.  Persons  designated  by the
Buyers  shall have been elected to the Board of Directors of the Company as well
as its CEO and all of the Company's officers and directors shall have resigned.

         (c) Additional  Closing  Documents.  The Buyers shall have received the
following documents and instruments:  (1) Certified resolutions of the Company's
Board of Directors (a)  authorizing the execution and delivery of this Agreement
and the  performance by the Company of its obligations  hereunder,  (b) electing
persons designated by EAC as the officers and directors of the Company effective
as of the date of  Closing;  (2) a current  list of the  Company's  stockholders
certified  by  the  Company's  stock  transfer  agent;  (3)  an  indemnification
agreement,  in form and substance  reasonably  acceptable to the Buyers, EAC and
its counsel wherein the Control Shareholder agrees to indemnify, defend and hold
harmless  each of the  Buyers  and EAC and the  Company  and any  subsidiary  or
affiliate  thereof  and each person who is now, or has been at any time prior to
the date hereof or who becomes  prior to the Closing,  a  shareholder,  officer,
director or partner of EAC, any  subsidiary or affiliate  thereof or an employee
of EAC, any subsidiary or affiliate  thereof and their respective  heirs,  legal
representatives,  successors and assigns (the "EAC Indemnified Parties") against
all losses,  claims,  damages,  costs, expenses (including reasonable attorneys'
fees),  liabilities or judgments or amounts that are paid in settlement of or in
connection  with any  threatened  or actual  third party  claim,  action,  suit,
proceeding or investigation  based in whole or in part on or arising in whole or
in part out of (i) any material  breach of this  Agreement by the Company or any
subsidiary  or affiliate  thereof,  including  but not limited to  inaccuracy or
breach of any representation or warranty to be true and correct at or before the
Closing,  or (ii) any willful or grossly  negligent act,  omission or conduct of
any  officer,  director or agent of the Company or any  subsidiary  or affiliate
thereof prior to the Closing, whether asserted or claimed prior to, at or after,

                                       9
<PAGE>
the Closing and (4) such other  documents and  instruments as are required to be
delivered  pursuant to the provisions of this Agreement or otherwise  reasonably
requested by the Buyers or EAC.

     9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES

     The representations  and warranties  contained herein shall survive the
Closing,  but shall expire on the first  anniversary  date following the date of
Closing,  unless a specific claim in writing with respect to these matters shall
have been made,  or any action at law or in equity shall have been  commenced or
filed before such anniversary date. Any  investigations  made by or on behalf of
any of the  parties  prior to the date of  Closing  shall not  affect any of the
parties'  obligations  hereunder.  Completion of the  transactions  contemplated
herein shall not be deemed or construed to be a waiver of any right or remedy of
any of the parties.

     10. TERMINATION

     10.1 Termination. This Agreement may be terminated at any time prior to the
Closing Date:

         (a)  by  mutual  written  consent  of  the  Company,   the  Controlling
Stockholders and the Buyers;

         (b) by the Company or the Controlling  Stockholders if there has been a
material breach of any representation, warranty, covenant or agreement contained
in this Agreement by EAC or the Buyers; or

         (c) by EAC or the  Buyers  if there has been a  material  breach of any
representation,  warranty,  covenant or agreement contained in this Agreement by
the Company or the Controlling Stockholder.

     10.2 Effect of  Termination.  Termination  of this  Agreement in accordance
with Section 11.1 may be effected by written notice from either the Company, the
Control Shareholder, a Buyer, or EAC, as appropriate, specifying the reasons for
termination and shall not subject the terminating party to any liability for any
valid termination.

     11. MISCELLANEOUS

     11.1 Further  Assurances.  From time to time, at the other party's  request
and without further consideration,  each of the parties will execute and deliver
to the  others  such  documents  and take such  action  as the  other  party may
reasonably  request in order to consummate  more  effectively  the  transactions
contemplated hereby.

     11.2 Payment of Fees and Expenses.  If any legal action or any  arbitration
or other proceeding is brought for the enforcement of this Agreement, or because
of an alleged dispute,  breach, default, or misrepresentation in connection with
any of the provisions of this Agreement,  the successful or prevailing  party or
parties shall be entitled to recover reasonable  attorneys' fees and other costs
incurred in that action or proceeding,  in addition to any other relief to which
it or they may be entitled.

     11.3 Parties in Interest.  Except as otherwise  expressly  provided herein,
all the terms and  provisions of this  Agreement  shall be binding  upon,  shall
inure to the  benefit  of and  shall be  enforceable  by the  respective  heirs,
beneficiaries, personal and legal representatives, successors and assigns of the
parties hereto.

     11.4 Entire Agreement; Amendments. This Agreement, including the Schedules,
Exhibits  and other  documents  and  writings  referred  to herein or  delivered
pursuant hereto, which form a part hereof,  contains the entire understanding of

                                       10
<PAGE>
the parties  with  respect to its  subject  matter.  There are no  restrictions,
agreements,  promises,  warranties,  covenants or undertakings  other than those
expressly  set forth  herein or therein.  This  Agreement  supersedes  all prior
agreements  and  understandings  between the parties with respect to its subject
matter. This Agreement may be amended only by a written instrument duly executed
by the parties or their respective successors or assigns.

     11.5  Headings.  The  section  and  paragraph  headings  contained  in this
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

     11.6 Pronouns.  All pronouns and any variations  thereof shall be deemed to
refer to the masculine,  feminine or neuter, singular or plural, as the identity
of the person, persons, entity or entities may require.

     11.7 Counterparts.  This Agreement may be executed in several counterparts,
each of which  shall be  deemed  an  original  but all of which  together  shall
constitute one and the same instrument.

     11.8 Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the  laws of the  State  of New  York as they  are  applied  to
contracts executed, delivered and to be performed entirely within such state.

     11.9 Person.  For purposes of this Agreement,  the term "Person" shall mean
any  individual,  corporation,  partnership,  joint  venture  or other  business
enterprise or entity and any governmental agency, federal, state or local.

     11.10  Notices.  Any and  all  notices,  demands  or  other  communications
required or desired to be given  hereunder  by any party shall be in writing and
shall be validly given or made to another  party if given by personal  delivery,
telex, facsimile,  telegram or if deposited in the United States mail, certified
or registered, postage prepaid, return receipt requested. If such notice, demand
or other  communication  is given by  personal  delivery,  telex,  facsimile  or
telegram,  service shall be conclusively  deemed made at the time of receipt. If
such notice,  demand or other  communication is given by mail, such notice shall
be conclusively deemed given forty-eight (48) hours after the deposit thereof in
the United  States mail  addressed to the party to whom such  notice,  demand or
other communication is to be given as hereinafter set forth:

     If to EAC:                   At the address set forth below his name on the
                                  signature page of this Agreement.

     If to the Company or the     At the address set forth below its name on the
     Controlling Shareholder:     signature page of this Agreement.

     Copy to:                     Gary B. Wolff, P.C.
                                  485 Madison Avenue
                                  New York, New York 10022

     If to the Buyers or EAC:     At the  address  set forth below their name on
                                  the signature page of this Agreement.

     Copy to:                     Frank J Hariton, Esq.
                                  1065 Dobbs Ferry Road
                                  White Plains, NY 10607

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<PAGE>
     11.11 Payment of Expenses.

     The Company and EAC shall each bear their own fees and expenses  (including
legal  fees)  incurred  incident  to the  preparation  and  carrying  out of the
transactions contemplated herein.

     12. APPOINTMENT OF AGENT

     The Company and the Controlling  Stockholder hereby irrevocably  constitute
and appoint Gary B Wolff,  P.C. as their true and lawful  attorney (the "Agent")
with full right and power in their names and stead to take any and all action by
and on behalf of them  necessary  or desirable to  consummate  the  transactions
contemplated  by this Agreement,  including  without  limitation,  the right and
power  to  receive  and   distribute  the  Purchase  Price  upon  their  written
instruction.

      IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties hereto as of the date first above written.

                                 Victoria Internet Services, Inc.
                                 a Nevada corporation

                                 By: /s/ Leon Golden
                                    ---------------------------------------
                                    Leon Golden, President
                                    2470 East 16th Street
                                    Brooklyn, NY 11235

                                    Leon Golden, Individually
                                    2470 East 16th Street
                                    Brooklyn, NY 11235

                                    Earn-A-Car (PTY) Ltd


                                 By: /s/ John Storey
                                    ---------------------------------------
                                    John Storey, CEO
                                    Office 1 The Falls Centre
                                    Corner Great North and Webb
                                    Northmead, Benoni 1522
                                    Union of South Africa

BUYERS


/s/ Greame Hardie
---------------------------------
Graeme Hardie


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