AGREEMENT AND PLAN OF REORGANIZATION

                                  By and among

                       RAMEX SYNFUELS INTERNATIONAL, INC.
                                   as Acquirer

                                  SPORTS SPORTS.COM
                                   as Acquiree

                                       and

                               the Shareholders of
                                SPORTS SPORTS.COM
                     as more particularly set forth herein.


                          ----------------------------



                                NOVEMBER 22, 1999
                           As Executed January 7, 2000


































<PAGE>                                 28

                      AGREEMENT AND PLAN OF REORGANIZATION
                      ------------------------------------

     THIS  AGREEMENT  AND  PLAN OR REORGANIZATION (this 'Agreement') is made and
entered  into  this  22nd  day  of  November,  1999  by and among RAMEX SYNFUELS
INTERNATIONAL  INC.,  a  Nevada corporation (hereinafter referred to as "RAMX"),
SPORTS  SPORTS.COM,  a Florida corporation (hereinafter referred to as "SE") and
the  shareholders  of  SE  listed  on the signature page and on Exhibit A hereto
constituting  all  of the shareholders of SE (hereinafter referred to as the "SE
Shareholders").

                                    RECITALS
                                    --------

A.     The  SE  Shareholders own all of the issued and outstanding shares of the
Common  Voting Stock  of  SE  as  set  forth  on  Exhibit  A  hereto.

B.     RAMX  is  willing  to  acquire  all  of the issued and outstanding Common
Voting  Stock  of  SE, making  SE  a wholly-owned subsidiary of RAMX, and the SE
Shareholders desire to exchange  all of their shares of SE's Common Voting Stock
for shares of RAMX's authorized  but  unissued shares of  Common Voting Stock as
hereinafter provided.

C.     It is the intention of the parties hereto that (I) RAMX shall acquire all
of  the   issued  and  outstanding   Common  Voting  Stock  of  SE  in  exchange
solely  for  the  number  of shares  in  RAMX's  authorized  but unissued Common
Voting Stock set forth below (the  "Exchange")  (ii)  the Exchange shall qualify
as  a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue
Code  of  1986,  as amended, and related  sections  thereunder;  and  (iii)  the
Exchange   shall   qualify  as  a   transaction   in  securities   exempt   from
registration  or qualification under the Securities  Act  of  1933,  as  amended
(the  "Act")  and  under  the  applicable  securities  laws  of  each  state  or
jurisdiction  where  the  Shareholders  reside.

NOW,  THEREFORE,   in  consideration   of  the   mutual  covenants,  agreements,
representations and warranties contained  in this  Agreement, the parties hereto
agree as follows:

SECTION  1.  EXCHANGE  OF  SHARES
---------------------------------

1.1     EXCHANGE  OF SHARES.  RAMX and the SE Shareholders hereby agree that the
SE  Shareholders  shall,   on  the  Closing   Date   (as  hereinafter  defined),
exchange all of their issued  and  Common  Voting  Stock,  set  forth in Exhibit
A  hereto  (which  gives  effect  to  RAMX's 1 for 30 reverse stock split of its
outstanding Common Voting Stock  to be authorized by the RAMX Shareholders prior
to  or  simultaneously  with  the   completion  of  this  acquisition  and  made
effective  as  soon  as  practicable  thereafter.   The  number  of  shares   of
Common  voting  Stock  owned  by  each  shareholder  of  SE  and  the  number of
shares  of  RAMX Common Voting Stock which each  will  be  entitled  to  receive
in  the  Exchange  is  set  forth  in  Exhibit  A  hereto.

1.2     DELIVERY  OF  SHARES.   On  the  Closing   Date,   the  SE  Shareholders
deliver  to  RAMX  the  certificates  representing  the  Shares,  duly  endorsed
(or  with  executed  stock powers)  so  as  to make RAMX the sole owner thereof.
Simultaneously, RAMX will deliver  certificates  representing  the  RAMX  Shares
to  the  SE  Shareholders.




<PAGE> 29
1.3     TAX-FREE  REORGANIZATION.  The  SE Shareholders acknowledge that, in the
event  that  Common Voting  Stock of SE representing at least 80% in interest of
SE  is  not exchanged for  shares  of  RAMX Common Voting Stock pursuant hereto,
the  Exchange  will  not  qualify  as  a  tax-free  reorganization under Section
368(a)(1)(B)  of  the  Internal  Revenue  Code  of  1986,  as  amended.

1.4     INVESTMENT  INTENT.  The  RAMX Shares have not been registered under the
Securities  Act  of 1933,  as  amended  (the "Act") and may not be resold unless
the  RAMX  Shares  are  registered  under  the  Act  or  an  exemption from such
registration  is  available.  The  SE  Shareholders  represent  and warrant that
each  of them is acquiring the RAMX  Shares  for  his,  her, or its own account,
for  investment,  and not with a view   to  the  sale  or  distribution  of  the
RAMX  Shares.  Each  certificate  representing  the  RAMX  Shares  will  have  a
legend  thereon  incorporating  language  as  follows:

"The  shares  of  stock represented by this certificate have not been registered
under  the  Securities Act of 1933, as amended, and may not be sold or otherwise
transferred  unless  compliance with the registration provisions of such Act has
been made or unless availability of an exemption from such registration had been
established, or unless sold pursuant to Rule 144 of the Securities Act of 1933."

1.5     Payment  and Spinoff.SE shall pay to RAMX the sum of $130,000 to be used
to pay off all debts  and any judgements.  RAMX will be debt free within 14 days
of delivery of this  sum and shall have no liabilities at that time.  RAMX shall
spin off any technology-licenses and patents to an entity directed to by Maynard
Moe for the consideration  of $1.00  at such  time as Mr.  Moe  directs.

SECTION  2.  REPRESENTATIONS  AND  WARRANTIES  OF  SE  AND  SE  SHAREHOLDERS
----------------------------------------------------------------------------

     SE  and  the SE Shareholders (to the best of the SE Shareholders' knowledge
and belief as to SE except with respect to Sections 2.2 and 2.14 hereafter as to
which  the  representation  and  warranty  shall  be  unqualified  as to each SE
Shareholder's  respective  interest)  hereby  represent  and warrant as follows:

2.1     ORGANIZATION  AND  GOOD  STANDING:   Ownership  of   Shares.  SE   is  a
corporation  duly  organized, validity  existing  and in good standing under the
laws  of  the State of Florida, and  is  entitled to own or lease its properties
and  to  carry on its business as and  in  the  place  where such properties are
now owned, leased or operated and such  business  is  now conducted.  SE is duly
licensed  or  qualified  and in good standing as a foreign corporation where the
character  of  the  properties  owned  by it  or  the  nature  of  the  business
transacted  by  it  make  such  licenses or qualifications  necessary.  SE  does
not  have  any  subsidiaries.  There are no outstanding  subscriptions,  rights,
options,  warrants  or   other  agreements  obligating  either   SE  or  the  SE
Shareholders  to  issue,  sell  or  transfer stock or other  securities  of  SE,
except  simultaneously  herewith.

2.2     OWNERSHIP  OF  SHARES.  The SE Shareholders are the owners of record and
beneficially  of  all  the  shares  of  Common  Voting Stock of SE, all of which
Shares  are  free  and  clear of all rights, claims, liens and encumbrances, and
which  shares  have not been sold, pledged,  assigned  or  otherwise transferred
except  pursuant  to  this  Agreement.

2.3     FINANCIAL  STATEMENTS,  BOOKS  AND  RECORDS.  Inasmuch  as  SE  has been
recently  organized,  SE  has  no  history  of  operations.  SE  will deliver to
RAMX  sales  records  for  its  first  quarter  of  operations  by  December 10,
1999.




<PAGE> 30
No  Material Adverse Changes.  Since the date of the Balance Sheet there has not
been  and  there  will  not  be  before  the  date  of  closing:

(i)     any  material  adverse  change  in  the  assets,  operations,  condition
(financial  or  otherwise)  or  prospective  business  of  SE;

(ii)     any  damages,  destruction  or  loss  materially  affecting the assets,
prospective  business, operations or condition (financially or otherwise) of SE,
whether  or  not  covered  by  insurance;

(iii)     any  declaration,  setting  aside  or  payment  of  any  individual or
distribution  with  respect  to  any  redemption   or  repurchase  of  the  SE's
Common   Voting  Stock;

(iv)     any sale of an asset (other than in the ordinary course of business) or
any  mortgage  or  pledge  by  SE  of  any  properties  or  assets;  or

(v)     adoption  of any pension, profit sharing, retirement, stock bonus, stock
option  or  similar  plan  or  arrangement.

2.4     TAXES.  SE  has  prepared  and  filed all appropriate federal, state and
local  tax  returns  for  all  periods  prior  to  and  through  the date hereof
for  which  any such returns have been  required  to be filed by it and has paid
all  taxes shown to be due by said returns  or on any assessments received by it
or  has  made  adequate  provision  for  the  payment  thereof.

2.5     COMPLIANCE  WITH  LAWS.  SE has complied with all federal, state, county
and  local  laws,  ordinances,  regulations,  inspections,  orders,  judgements,
injunctions,  awards  or decrees  applicable  to  it  or  its business which, if
not  complied  with, would materially  and  adversely  affect  the  business  of
SE.

2.6     NO  BREACH.  The  execution,  delivery and performance of this Agreement
and  the  consummation  of  the  transactions  contemplated  hereby  will  not:

(i)    violate  any provision of the Articles of Incorporation or By-Laws of SE;

(ii)   violate,  conflict  with  or result in the breach of any of the terms of,
result  in  a  material  modification  of,  otherwise  give  any  other
contracting  party  the  right  to  terminate,  or constitute (or with notice or
lapse  of  time  or both constitute) a default  under,  any  contract  or  other
agreement  to  which SE is a party or to which  it  or  any  of  its  assets  or
properties  may  be  bound  or  subject;

(iii)  violate  any  order,  judgement,  injunction,  award  or  decree  of  any
court,  arbitrator  or governmental  or  regulatory  body  against,  or  binding
upon,  SE,  or  upon  the  properties  or  business  of  SE;  or

(iv)   violate  any  statute,  law  or regulation or any jurisdiction applicable
to  the  transactions  contemplated herein which could have a materially adverse
effect  on  the  business  or  operations  of  SE.

2.7     ACTIONS  AND  PROCEEDINGS.  There  is  no  outstanding order, judgement,
injunction,  award  or  decree  of  any  court,  governmental or regulatory body
or  arbitration   tribunal  against   or  involving  SE.  There  is  no  action,
suit  or  claim  or  legal,  administrative  or  arbitral proceeding or (whether
or  not  the  defense thereof or liabilities  in  respect thereof are covered by
insurance)  pending  or  threatened  against  or  involving  SE  or  any  of its
properties  or  assets.  There  is  no  fact, event  or  circumstance  that  may
give  rise  to  any  suit,  action,  claim,  investigation  or  proceeding.


<PAGE> 31
2.8     BROKERS OR FINDERS. No broker's or finder's fee will be payable to SE in
connection with the transactions contemplated  by  this  Agreement, nor will any
such fee be incurred as a result  of any  actions  by  SE  or  the Shareholders.
Except  as  specified  in  paragraph  3.8  of  this  agreement.

2.9     REAL ESTATE.  Except as set forth on Schedule 2.10, SE neither owns real
property  nor  is  a  party  to  any  leasehold  agreement.


2.10    TANGIBLE  AND INTANGIBLE ASSETS.   SE has full title and interest in all
machinery,  equipment,  furniture, leasehold  improvements,  fixtures, vehicles,
structures,  patents, licenses  owned  or  leased or licensed by SE, any related
capitalized  items  or  other  tangible or intangible  property material to  the
business  of SE (the "Tangible and  Intangible Assets").  SE holds  all  rights,
title and interest in all the  Tangible and Intangible Assets owned by it on the
Balance Sheet or acquired  by it after the date of the Balance  Sheet,  free and
clear of  all liens,  pledges, mortgages, security interests, conditional  sales
contracts  or any other encumbrances  except  as set  forth  on  Schedule  2.11.
All of the Tangible and Intangible Assets  are in  good  operating condition and
repair and are usable in the  ordinary  course of  business  of  SE  and conform
to  all   applicable   laws,  ordinances  and  governmental  orders,  rules  and
regulations  relating  to  their construction and  operation.

2.11    LIABILITIES.   SE  does  not  have  any direct or indirect indebtedness,
liability,  claim,  loss,  damage,  deficiency,  obligation  or  responsibility,
known  or  unknown, fixed or unfixed, liquidated  or  unliquidated,  secured  or
unsecured,  accrued  or  absolute,  contingent  or otherwise, including, without
limitation,  any   liability  on  account  of  taxes,   any  other  governmental
charge   or  lawsuit  (all  of  the   foregoing   collectively   defined  to  as
"Liabilities"),  which  were  not fully, fairly and adequately  reflected on the
Balance  Sheet.  As  of  the  Closing Date, SE will  not have  any  Liabilities,
other than Liabilities fully and fairly reflected on the Balance  Sheet,  except
for  Liabilities  incurred  in  the  ordinary  course  of  business.

2.12    Operations  of SE.   Except as set forth on Schedule 2.13, from the date
of  the  Balance  Sheet  and  through   the  Closing  Date  hereof  SE  has  not
and  will  not  have;

(i)     incurred  any  indebtedness  for  borrowed  money;

(ii)     declared  or  paid any dividend or declared or made any distribution of
any  kind  to  any  shareholder;  or  made  any  direct  or indirect redemption,
retirement,  purchase  or  other   acquisition  of  any  shares  in  its  Common
Voting  Stock;

(iii)     made  any  loan  or  advance  to  any  shareholder, officer, director,
employee,  consultant, agent  or  other representative or made any other loan or
advance  otherwise  than  in  the  ordinary  course  of  business;

(iv)     except  in  the  ordinary  course  of business, incurred or assumed any
indebtedness  or  liability  (whether  or  not  currently  due  and  payable);

(v)     disposed  of any assets of SE except in the ordinary course of business;

(vi)     materially  increased the annual compensation of any executive employee
of  SE;

(vii)     increased,  terminated, amended or otherwise modified any plan for the
benefit  of  employees  of  SE;



<PAGE> 32
(viii)     issued  any  equity  securities  or  rights  to  acquire  such equity
securities;  or

(ix)     except in the ordinary course of business, entered into or modified any
contract,  agreement  or  transaction.

2.13    CAPITALIZATION.   The  authorized capital stock of SE consists of 10,000
shares of Common Voting Stock  of which 10,000 shares  are  presently issued and
outstanding.  Neither  SE nor the Shareholders has granted, issued or agreed  to
grant,  issue  or  make  available  any warrants,  options, subscription  rights
or  any  other commitments of  any character relating in the issued or  unissued
shares  of  Common  Voting  Stock  of  SE.

2.14    FULL  DISCLOSURE.  No  representation  or  warranty  by  SE  of  the  SE
Shareholders  in   this  Agreement  or  in  any   document  or  schedule  to  be
delivered  by  them  pursuant hereto,  and  no written statement, certificate or
instrument  furnished  or  to  be  furnished  to  RAMX  pursuant  hereto  or  in
connection  with  the  negotiation, execution  or performance of this Agreement,
contains  or  will contain any untrue statement  of  a material fact or omits or
will omit to state any fact necessary  to  make  any statement herein or therein
not materially misleading or necessary to a complete and correct presentation of
all  material  aspects  of  the  businesses  of  SE.


SECTION  3.  REPRESENTATIONS  AND  WEARRANTIES  OF  RAMX
--------------------------------------------------------

     RAMX  represents  and  warrants  to  SE  and  Shareholders  as  follows:

3.1     ORGANIZATION  AND  GOOD  STANDING:  OWNERSHIP  OF  SHARES.    RAMX  is a
corporation  duly  organized,  validity  existing and in good standing under the
laws  of the State of Nevada, and is entitled to own or lease its properties and
to  carry  on  its  business  as  and in the place where such properties are now
owned,  leased  or  operated and such business is now conducted.  The authorized
Common  Voting  Stock  of  RAMX  consists of 125,000,000 shares of Common Voting
Stock,  of  which,  approximately  937,957 shares will be issued and outstanding
after  RAMX's  contemplated  reverse  stock  split  and  return  to treasury and
cancellation  of presently issued and outstanding shares.  RAMX is duly licensed
or  qualified  and in good standing as a foreign corporation where the character
of  the  properties owned by RAMX or the nature of the business transacted by it
make  such  licenses  or  qualifications  necessary.  RAMX  does  not  have  any
subsidiaries.

3.2     THE  RAMX  SHARES.  The  RAMX Shares to be issued to the SE Shareholders
have  been  or  will have  been  duly  authorized by all necessary corporate and
shareholder sections and,  when so issued  in  accordance with the terms of this
Agreement, will be validly  issued,  fully  paid  and  non-assessable.

3.3     FINANCIAL  STATEMENTS,  BOOKS  AND  RECORDS.  Inasmuch  as  SE  has been
recently  organized, SE has  no history of  operations.  SE will deliver to RAMX
sales reports for the first  quarter  of  operation  by  December  10,  1999.

3.4     NO  MATERIAL  ADVERSE  CHANGES.  Since  October  31, 1999, there has not
been:

(i)     any  material  adverse  change  in  the  assets,  operations,  condition
(financial  or otherwise)  or  prospective  business;

(ii)    any  damage,  destruction  or  loss  materially   affecting  the assets,
prospective   business,  operations  or   condition  (financial   or  otherwise)
whether or not covered by insurance;

<PAGE> 33
(iii)     any  declaration,  setting  aside  or  payment  of  any  individual or
distribution  with  respect to  any  redemption  or  repurchase  of  the  Common
Voting  Stock;

(iv)     any sale of an asset (other than in the ordinary course of business) or
any  mortgage  or pledge  by  RAMX  of  any  properties  or  assets;  or

(v)     adoption  of any pension, profit sharing, retirement, stock bonus, stock
option  or similar  plan  or  arrangement.

3.5     COMPLIANCE WITH LAWS.  RAMX has complied with all federal, state, county
and  local  laws,  ordinances,  regulations,  inspections,  orders,  judgements,
injunctions, awards or decrees  applicable  to  it or its business which, if not
complied with, would materially and adversely affect the business of RAMX or the
trading market for the  shares  of  RAMX's  Common  Voting  Stock.

3.6     NO  BREACH.  The execution,  delivery and  performance of this Agreement
and the consummation of the transactions contemplated hereby will not:

(i)     violate  any  provision  of  the Articles of Incorporation or By-Laws of
RAMX;

(ii)     violate,  conflict with or result in the breach of any of the terms of,
result  in  a  material modification  of, otherwise give any  other  contracting
party  the right to terminate, or constitute (or with notice or lapse of time or
both constitute) a default  under, any contract or other agreement to which RAMX
is a party or to which  it  or any  of its  assets or  properties may  be  bound
or subject;

(iii)     violate  any  order,  judgement,  injunction,  award  or decree of any
court, arbitrator or governmental or regulatory  body against,  or binding upon,
RAMX, or upon the properties  or  business  of  RAMX;  or

(iv)     violate  any  statute, law or regulation or any jurisdiction applicable
to  the  transactions contemplated  herein.

3.7     ACTIONS AND PROCEEDINGS.   There is  no  outstanding  order,  judgement,
injunction,  award  or  decree  of any court, governmental or regulatory body or
arbitration  tribunal  against  or  involving RAMX.  There is no action, suit or
claim  or  legal,  administrative  or arbitral proceeding or (whether or not the
defense  thereof  or  liabilities  in  respect thereof are covered by insurance)
pending  or  threatened  against  or  involving RAMX or any of its properties or
assets.  Except  as  set  forth  on  Schedule  3.7  there  is  no fact, event or
circumstance  that  may  give  rise to any suit, action, claim, investigation or
proceeding.

3.8     BROKERS  OR  FINDERS.No broker's or finder's fee will be payable to RAMX
in  connection  with  the  transactions  contemplated  by  this  Agreement,  nor
will any such fee be incurred  as  a  result  of  any  actions  by  RAMX, except
one  hundred  thousand  (100,000)post  split  shares  to  Terry  Dunne  and  two
hundred  and  fifty  thousand  (250,000)  post  split  shares  to  Eric  Moe.

3.9     LIABILITIES.  RAMX  does  not  have any direct or indirect indebtedness,
liability,  claim,  loss,  damage,  deficiency,  obligation  or  responsibility,
known  or  unknown,  fixed  or  unfixed,  liquidated or unliquidated, secured or
unsecured,  accrued  or  absolute,  contingent  or otherwise, including, without
limitation,  any  liability  on  account   of  taxes,  any  other   governmental
charge  or  lawsuit   (all  of   the  foregoing   collectively  defined   to  as
"Liabilities"),  which were not fully, fairly and adequately  reflected  on  the
Balance  Sheet.  As  of  the Closing Date, RAMX will not  have  any Liabilities,
other  than  Liabilities  fully  and  fairly  reflected  on the  Balance  Sheet,
except  for  Liabilities  incurred  in  the  ordinary  course  of  business.
<PAGE> 34

3.10     OTC  BULLETIN  BOARD.  RAMX's  shares  are  trades on the OTC Bulleting
Board under the symbol "RAMX".  RAMX is currently  subject  to  filing  periodic
reports  under  the  Securities  Exchange  Act  of  1934.

3.11     OPERATIONS  OF  RAMX.  Except  as  set  forth  on  Schedule 3.11, since
October  31,  1999  and  through the  Closing  Date  hereof  RAMX  has  not  and
will  not  have;

(i)     incurred  any  indebtedness  for  borrowed  money;

(ii)     declared  or  paid any dividend or declared or made any distribution of
any  kind  to  any  shareholder;  or  made  any  direct  or indirect redemption,
retirement,  purchase  or  other   acquisition  of  any  shares  in  its  Common
Voting  Stock;

(iii)     made  any  loan  or  advance  to  any  shareholder, officer, director,
employee,  consultant, agent  or  other representative or made any other loan or
advance  otherwise  than  in  the  ordinary  course  of  business;

(iv)     except  in  the  ordinary  course  of business, incurred or assumed any
indebtedness  or  liability  (whether  or  not  currently  due  and  payable);

(v)     disposed  of  any  assets  of  RAMX  except  in  the  ordinary course of
business; except  as  required  by  terms  and  conditions  of  this  agreement.

(vi)     incurred  any  compensation  for  any  executive  employees  of  RAMX;

(vii)     adopted,  increased, terminated amended or otherwise modified any plan
for  the  benefit  of  employees  of  RAMX;

(viii)     issued  any  equity  securities  or  rights  to  acquire  such equity
securities;  or

(ix)     except in the ordinary course of business, entered into or modified any
contract,  agreement  or  transaction.

3.12     AUTHORITY  TO  EXECUTE  AND PERFORM AGREEMENTS: RAMX has the full legal
right  and  power  and  all  authority  and  approval  required  to  enter into,
execute  and  deliver  this  Agreement  and  to  perform  fully  its obligations
hereunder.  This Agreement has been duly executed and delivered and is the valid
and  binding  obligation  of RAMX enforceable  in  accordance  with  its  terms,
except  as  may  be  limited  by  bankruptcy,  moratorium,  insolvency  or other
similar  laws  generally  affecting  the enforcement  of creditors' rights.  The
execution  and   delivery  of  this  Agreement   and  the   consumption  of  the
transactions   contemplated  hereby  and  the   performance  by  RAMX   of  this
Agreement, in accordance with its  respective  terms  and  conditions  will not:

(i)     require  the approval or consent of any governmental or regulatory body,
the  Shareholders  of  RAMX or  the  approval or consent  of  any  other person;

(ii)     conflict  with or result in any breach or violation of any of the terms
and  conditions  of,  or  constitute  (or  with  any  notice or lapse of time or
both  would  constitute)  a  default  under,  any  order,  judgement  or  decree
applicable  to  RAMX or any instrument,  contract  or  other  agreement to which
RAMX  is  a  party  or  by  or  to  which  RAMX  is  bound  or  subject;  or

(iii)     result  in the creation of any lien or other encumbrance on the assets
or  properties  of  RAMX.



<PAGE> 35

3.13     FULL  DISCLOSURE.  No  representation  or  warranty  by  RAMX  in  this
Agreement or  in  any  document  or  schedule to  be delivered  by them pursuant
hereto, and  no  written  statement,  certificate  or  instrument  furnished  or
to  be furnished to SE or the SE Shareholders  pursuant hereto  or in connection
with the negotiation,  execution  or performance  of  this  Agreement,  contains
or will contain any untrue statement of a material fact or omits or will omit to
state any fact necessary to make any statement  herein or therein not materially
misleading  or  necessary to a complete and correct presentation of all material
aspects  of  the  businesses  of RAMX.  The foregoing  notwithstanding,  all  of
the  aforementioned  representatives  and   warranties  are  qualified   to  the
extent  that  any  of the companies or businesses acquired  or  to  be  acquired
pursuant  to  SE's  acquisition  program  may  include  events,  conditions,  or
circumstances  involving  matters  contemplated   by  such  representations  and
warranties,  the  disclosure  of  which  will  not  be  made  pursuant  to  this
Agreement.

SECTION  4.  COVENANT.
----------------------

4.1     CORPORATE  EXAMINATIONS  AND INVESTIGATIONS.  Prior to the Closing Date,
the parties acknowledge that  they  have  been entitled, through their employees
and  representatives, to make  such  investigation  of the assets, business  and
operations, books, records and financial condition of the other as they each may
reasonably require.  No investigation by a party hereto shall, however, diminish
or waive in any way of the  representations, warranties, covenants or agreements
of the other party under  this  Agreement.

4.2     EXPENSES.  Each  party  hereto  agrees to pay its own costs and expenses
incurred  in  negotiating this  Agreement  and  consummating   the  transactions
described  herein.

4.3     FURTHER  ASSURANCE.  The  parties shall execute such documents and other
papers and take such further actions as may be  reasonably required or desirable
to carry out the provisions  hereof  and  the  transactions contemplated hereby.
Each  such  party  shall  use  its  best  efforts   to  fulfill  or  obtain  the
fulfillment of the conditions  to  the  Closing, including,  without limitation,
the execution and delivery  of  any documents or other papers, the execution and
delivery of which are  necessary  or  appropriate  to  the  Closing.

4.4     CONFIDENTIALITY.  In  the  event  the  transactions contemplated by this
Agreement  are  not consummated,  each  of  the  parties  hereto  agree  to keep
confidential any information disclosed to each other in connection therewith for
a period  of two (2)  years  from  the  fate  hereof;  provided,  however,  such
obligation shall not apply  to  information  which:

(i)     at  the  time  of  disclosure  was  public  knowledge;

(ii)     after  the  time  of disclosure becomes public knowledge (except due to
the  action  of  the receiving  party);  or

(iii)     the  receiving  party  had  within  its  possession  at  the  time  of
disclosure.

4.5     STOCK  CERTIFICATES.  At  the  Closing,  the  SE Shareholders shall have
delivered the  certificates  representing  the  Shares  duly  endorsed  (or with
executed stock powers) so  as to make  RAMX  the  sole owner  thereof.  At  such
Closing, RAMX shall issue to the SE Shareholders the  RAMX Shares as applicable.

4.6     INVESTMENT LETTERS.  The SE Shareholders shall have delivered to RAMX an
"Investment Letter" agreeing that the Shares are  being acquired for  investment
purposes only and  not  with  the  view  to  public  resale  or  distribution.
<PAGE> 36

4.7     BOARD OF DIRECTORS OF RAMX.  On the Closing Date, the Board of Directors
of  RAMX  shall include  ----------  and/or  other  persons designated by the SE
Shareholders.

4.8     ACTION  BY  SHAREHOLDERS  OF RAMX.  On or prior to the Closing Date, the
Board  of  Directors  and the shareholders  of RAMX shall have approved a 30 for
1  reverse  stock split  of  the  outstanding  Common  Voting   Stock  of  RAMX,
including  the  filing of   any  Articles  of   Amendment  to  the  Articles  of
Incorporation  of  RAMX.  The shareholders shall  also  ratify  a  name  change.

SECTION  5.  SURVIVAL  OF  REPRESENTATIONS  AND  WARRANTIES  OF  RAMX
---------------------------------------------------------------------

     Notwithstanding  any  right  of  SE  and   the  SE  Shareholders  fully  to
investigate  the  affairs of RAMX, the former shall have the right to rely fully
upon the representations, warranties, covenants and agreements of RAMX contained
in  this  Agreement  or  in  any  document  delivered  by  RAMX  or  any  of its
representatives,  in  connection  with  the  transactions  contemplated  by this
Agreement.  All such representations, warranties, covenants and agreements shall
survive  the  execution  and  delivery hereof and the Closing Date hereunder for
twelve (12) months following the Closing.This is subject  to the indemnification
provisions  set  forth  in  paragraph  7.2  of  section  7.

SECTION  6.  SURVIVAL  OF  REPRESENTATIONS  AND  WARRANTIES  OF  SE  AND  THE SE
--------------------------------------------------------------------------------
SHAREHOLDERS
------------

     Notwithstanding  any  right of RAMX fully to investigate the affairs of SE,
RAMX has the right to rely fully upon the representations, warranties, covenants
and  agreements  of SE and SE Shareholders contained in this Agreement or in any
document  delivered  by SE or any of its representatives, in connection with the
transactions   contemplated  by   this  Agreement.   All  such  representations,
warranties,  covenants  and  agreements shall survive the execution and delivery
hereof  and  the  Closing  Date  hereunder  for twelve (12) months following the
Closing.

SECTION  7.  INDEMNIFICATIONS
-----------------------------

7.1     OBLIGATION  OF  RAMX  TO  INDEMNIFY.  Subject  to the limitations on the
survival  of  representations  and   warranties  contained  in Section  5,  RAMX
hereby agrees to indemnify, defend and hold harmless SE and SE Shareholders from
and against any losses,  liabilities,  damages, deficiencies,  costs or expenses
(including interest, penalties and reasonable attorneys' fees and disbursements)
(a "Loss") based  upon,  arising out of or otherwise due to any inaccuracy in or
any breach  of any  representation, warranty,  covenant  or  agreement  of  RAMX
contained in this Agreement  or  in  any  document  or  other  writing delivered
pursuant to this Agreement.

7.2     OBLIGATION  OF  SE  AND  THE SE SHAREHOLDERS TO INDEMNIFY. OBLIGATION OF
RAMX  TO  INDEMNIFY.    Subject   to   the  limitations   on  the   survival  of
Representations   and  warranties   contained  in  Section  6,  SE  and  the  SE
Shareholders agree to indemnify, defend and  hold  harmless  SE from and against
any Loss, based upon, arising out of or otherwise  due to  any  inaccuracy in or
any  breach  of any representation, warranty,  covenant  or  agreement  made  by
any  of them and contained in this Agreement or in any document or other writing
delivered  pursuant to his Agreement.Said  indemnification shall  be  limited to
corporate  assets  only   and  doesn't  include  personal  assets  of  officers,
directors  and  shareholders.

<PAGE> 37
SECTION  8.  THE  CLOSING
-------------------------

     The  closing  shall  take  place  simultaneously with the execution of this
Agreement  or  at  such  other  later time or place as may be agreed upon by the
parties  hereto.  At the Closing, the parties shall provide each other with such
documentation  as  may  be  necessary or appropriate in order  to consummate the
transactions  contemplated hereby including evidence of due authorization of the
Agreement  and  the  transactions  contemplated  hereby.

SECTION  9.  MISCELLANEOUS
--------------------------

9.1     WAIVERS.  The waiver of a breach of this Agreement or the failure of any
party  hereto  to exercise  any  right  under this  Agreement shall  in no event
constitute waiver as to  any  future  breach  whether similar  or  dissimilar in
nature or as to the exercise  of  any  further  rights  under  this  Agreement.

9.2     AMENDMENT.  This  Agreement  may  be  amended  or  modified  only  by an
instrument  of  equal formality  signed  by  the parties or  the duly authorized
representatives of the respective  parties.

9.3     ASSIGNMENT. This Agreement is not assignable except by operation of law.

9.4     NOTICES.  Until otherwise specified in writing, the mailing addresses of
both  parties  of  this Agreement  shall  be  as  follows:

          Sports  Sports.com          Ramex  Synfuels  International
          3135  Stateroad  580,  Suite  5     2204  W.  Wellesley
          Safety  Harbor,  Florida  34695     Spokane,  WA  99205

9.5     GOVERNING  LAW.  This  Agreement  shall  be  construed,  and  the  legal
relations  be  the  parties determined,  in  accordance  with  the  laws of  the
State of Florida, thereby precluding  any  choice of law rules which  may direct
the applicable of the laws of  any  other  jurisdiction.

9.6     PUBLICITY.  No  publicity  release   or  announcement   concerning  this
Agreement  or  the  transactions  contemplated  hereby shall be issued by either
party hereto  at any time  from the signing  hereof without advance approval  in
writing of the form and substance  thereof  by  the  other  party.

9.7     ENTIRE  AGREEMENT.  This Agreement (including the Exhibits and Schedules
hereto)  and  the collateral   agreements  executed  in   connection  with   the
consummation  of  the  transactions   contemplated  herein  contain  the  entire
agreement  among the  parties with  respect  to the purchase and issuance of the
shares and the RAMX  Shares and related  transactions, and  supercede  all prior
agreements, written or oral, with respect  thereto.

9.8     HEADINGS. The headings in this Agreement are for reference purposes only
and  shall  not  in  any way  affect  the  meaning  or  interpretation  of  this
Agreement.

9.9     SEVERABILITY  PROVISIONS.  The  invalidity  or  unenforceability  of any
term,  phrase,  clause, paragraph,  restriction,  covenant,  agreement or  other
provision of this Agreement shall in  no way affect  the Validity of enforcement
of any other provision or any part  thereof.

9.10     COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each  of which when  so  executed, shall  constitute an original
copy hereof, but all of which together  shall  consider but  one and  the  same
document.

<PAGE> 38
9.11     Ratification-This  agreement is subject to approval by the shareholders
of  RAMEX.

IN  WITNESS  WHEREOF, the parties have executed this Agreement on the date first
above  written.

SECTION  10.  POST  REVERSE  STOCK  SPLIT  ISSUE

10.1     Shares  Outstanding. Current shares of common stock outstanding in RAMX
are  28,138,765.

10.2     Post  Split  .   Post reverse 30 to 1 split there will be approximately
937,957  shares  outstanding.

10.3     Subsequent  Post  Reverse  Split  Shares  To  Be  Issued.

i)   100,000  shares  to  Terry  Dunne
ii)  250,000  shares  to  Eric  Moe
iii) 1  Million  shares  to  First  Level  Capital
iv)  1  million  shares  to  Gildner  Funding
v)   9,212,043  issued  to  shareholders  of  SE

10.4     Shares  Outstanding  Post  Reverse  Split  And  Issuance. There will be
12,500,000  shares  of  common  stock  outstanding  after post reverse split and
issuances  of  the  common  stock  referenced  above.


SE:                         SPORTS  SPORTS.COM

                            /s/ Phil Wasserman

Shareholders:               /s/ Diane Wasserman
                            /s/ Diane Wasserman


RAMX                        RAMEX  SYNFUELS  INTERNATIONAL,  INC.

                            /s/ Maynard Moe

Any  notice or statement given under this Agreement shall be deemed to have been
given  if  sent  by  registered mail addressed to the other party at the address
indicated  above  or  at  such  other address which shall have been furnished in
writing  to  the  addresser.

RAMEX  SYNFUELS  INTERNATIONAL,  INC.          SPORTS  SPORTS.COM

   /s/ Maynard Moe                                /s/ Phil Wasserman
By:----------------------------               By:----------------------------
Maynard  Moe                                  Phil  Wasserman
Its'  President                               Its'  President


SHAREHOLDERS:

                                              /s/ Diane Wasserman
                                              -------------------------------
                                              /s/ Diane Wasserman
                                              -------------------------------