Agreement and Plan of Merger


                            Dated as of June 1, 1999



                                      Among

                           NetAmerica.com Corporation

                                   as Acquiror


                         Rate Exchange (Delaware), Inc.

                          a subsidiary of the Acquiror


                               RateExchange, Inc.

                                       and

                     the Shareholders of RateExchange, Inc.

<PAGE>


<TABLE>
<CAPTION>

                                Table of Contents

<S>                                                                                                             <C>
1. Definitions....................................................................................................1
         1.1      Cross-referenced Definitions....................................................................1
         1.2      Standard Definitions............................................................................2

2. The Merger.....................................................................................................5
         2.1      The Merger Generally............................................................................5
         2.2      Conversion of Company Shares....................................................................5
         2.3      Closing.........................................................................................6
         2.4      Company Closing Liabilities.....................................................................7
         2.5      Adjustment of Merger Consideration..............................................................9

3. Conditions Precedent...........................................................................................9
         3.1      Conditions to the Obligations of All Parties....................................................9
         3.2      Conditions to Obligations of the Acquiror and Newco............................................10
         3.3      Conditions to Obligations of the Company and the Company Shareholders..........................10

4. Seller Representations and Warranties.........................................................................11
         4.1      Existence and Power............................................................................11
         4.2      Authorization..................................................................................11
         4.3      Governmental Authorization; Consents...........................................................11
         4.4      Non-Contravention..............................................................................12
         4.5      Title..........................................................................................12
         4.6      Capitalization.................................................................................12
         4.7      No Subsidiaries................................................................................13
         4.8      Financial Statements...........................................................................13
         4.9      Absence of Certain Changes.....................................................................13
         4.10     Properties.....................................................................................14
         4.11     No Undisclosed Material Liabilities............................................................14
         4.12     Litigation.....................................................................................14
         4.13     Material Contracts.............................................................................15
         4.14     Compliance with Laws; No Defaults..............................................................15
         4.15     Finders'Fees...................................................................................15
         4.16     Intellectual Property..........................................................................15
         4.17     Employee Benefits..............................................................................16
         4.18     Environmental Compliance.......................................................................16
         4.19     Tax Matters....................................................................................17
         4.20     Transactions with Affiliates...................................................................17
         4.21     Non-competition................................................................................18
         4.22     Other Information..............................................................................18
</TABLE>

                                       -i-

<PAGE>
<TABLE>
<CAPTION>

<S>                                                                                                             <C>
5. Acquiror Representations and Warranties.......................................................................18
         5.1      Organization and Existence.....................................................................18
         5.2      Authorization..................................................................................18
         5.3      Governmental Authorization.....................................................................18
         5.4      Non-Contravention..............................................................................18
         5.5      Title..........................................................................................19
         5.6      Capitalization.................................................................................19
         5.7      Financial Statements...........................................................................19
         5.8      Absence of Certain Changes.....................................................................19
         5.9      Compliance with Laws; No Defaults..............................................................19
         5.10     Finders'Fees...................................................................................20
         5.11     SEC Filings....................................................................................20

6. Covenants of the Company and the Company Shareholders.........................................................20
         6.1      Conduct of the Company's Business..............................................................20
         6.2      Other Offers...................................................................................21
         6.3      Access to Information..........................................................................21
         6.4      Confidentiality................................................................................21
         6.5      Notices of Certain Events......................................................................22
         6.6      Approvals......................................................................................22
         6.7      Public Announcements...........................................................................22
         6.8      Transfer Taxes.................................................................................22
         6.9      Shareholder Actions............................................................................22

7. Acquiror Covenants............................................................................................23
         7.1      Confidentiality................................................................................23
         7.2      Payment of Certain Liabilities.................................................................23
         7.3      Director.......................................................................................23
         7.4      Officers and Directors Insurance Coverage......................................................24
         7.5      Stock Ownership After Merger...................................................................24
         7.6      Approvals......................................................................................26
         7.7      Public Announcements...........................................................................26
         7.8      Federal Tax Cooperation........................................................................26
         7.9      Transfer Taxes.................................................................................26

8. Investor Matters..............................................................................................26
         8.1      Representations and Warranties.................................................................26
         8.2      Securities Legended and Not Registered.........................................................27

9. Survival; Indemnification.....................................................................................27
         9.1      Survival.......................................................................................27
         9.2      Indemnification................................................................................28
         9.3      Procedures.....................................................................................29
</TABLE>
                                                                            -ii-
<TABLE>
<CAPTION>

<S>                                                                                                            <C>
10. Termination..................................................................................................29
         10.1     Grounds for Termination........................................................................29
         10.2     Effect of Termination..........................................................................30

11. Miscellaneous................................................................................................30
         11.1     Notices........................................................................................30
         11.2     Amendment; No Waivers; Integration.............................................................30
         11.3     Expenses.......................................................................................31
         11.4     Assignment.....................................................................................31
         11.5     Governing Law; Jurisdiction....................................................................31
         11.6     Headings.......................................................................................31
         11.7     Counterparts...................................................................................31

Exhibit   A     Form of Acquiror Note
          B     Form of Acquiror Pledge Agreement
          C     Form of Shareholder Pledge Agreement
          D     Form of Registration Rights Agreement
          E     Form of Employment Agreement

Schedule     4.13  Material Contracts.
             4.16  Intellectual Property.
             4.19  Tax Matters.
</TABLE>
                                     -iii-



<PAGE>


                          Agreement and Plan of Merger

              AGREEMENT   dated  as  of  June  1,  1999   among   NetAmerica.com
Corporation,  a Delaware  corporation  (with its  successors  and  assigns,  the
"Acquiror"),  Rate Exchange (Delaware), Inc., a subsidiary of the Acquiror (with
its successors and assigns, "Newco"), RateExchange, Inc., a Colorado corporation
(the  "Company"),  and each of the persons and entities  listed on the signature
pages hereof (each, with its successors, a "Company Shareholder").
              WHEREAS,  the  Company  Shareholders  are the owners of all of the
issued and outstanding shares of common stock of the Company;
              WHEREAS,  the Acquiror is a public  company whose shares of common
stock are traded over the counter under the symbol NAMI;
              WHEREAS,   the  Acquiror  desires  to  acquire  from  the  Company
Shareholders,  through  merger,  all of the  capital  stock  of the  Company  in
exchange for shares of the Acquiror's  common stock, a promissory note and cash,
as more fully described below, and the Company  Shareholders  desire to have the
Acquiror  acquire  such  shares,  upon the terms and  subject to the  conditions
hereinafter set forth;
              WHEREAS,  the parties have agreed to cause the Acquiror to acquire
the stock of the  Company by having the  Company  merge with and into  Newco,  a
subsidiary  of the  Acquiror  formed  for such  purpose,  with  Newco  being the
surviving company of such merger; and
              WHEREAS,  the parties  intend  that the Merger  will  qualify as a
reorganization  under  Section  368(a)(2)(D)  of the  Internal  Revenue Code (as
defined below);
              NOW, THEREFORE, the parties agree as follows:
                                 1. Definitions
1.1  Cross-referenced  Definitions.  The following terms, when capitalized,  are
used  herein  with the  meaning  set forth in the  Section  or  portion  of this
Agreement referred to below:

<TABLE>
<CAPTION>

<S>                                                             <C>                           <C>
                 Acquiror                                       Preamble                      p. 1
                 Acquiror Note                                  Section 2.2(c)(ii)            p. 5
                 Acquiror Pledge Agreement                      Section 2.3(b)(iii)           p. 6
                 Acquiror SEC Reports                           Section 5.11                  p. 20
                 Acquisition Proposal                           Section 6.2(i)                p. 21
                 Closing Balance Sheet                          Section 2.4(a)                p. 7
                 Closing Date                                   Section 2.3(a)`               p. 6
                 Closing Deadline                               Section 2.3(a)                p. 6
                 Company                                        Preamble                      p. 1
                 Company Shareholder                            Preamble                      p. 1
                 Damages                                        Section 9.2(a)                p. 28
                 Employment Agreement                           Section 2.3(b)(v)             p. 6
</TABLE>

                                       -1-
<PAGE>
<TABLE>
<CAPTION>

<S>                                                             <C>                      <C>
                 Environmental Law                              Section 4.18                  p. 16
                 Financial Statements                           Section 4.8                   p. 13
                 Hazardous Substance                            Section 4.18                  p. 16
                 Indemnified Party                              Section 9.3(a)                p. 29
                 Indemnifying Party                             Section 9.3(a)                p. 29
                 Merger                                         Section 2.1                   p. 5
                 Merger Time                                    Section 2.3(d)                p. 7
                 Newco                                          Preamble                      p. 1
                 Notice of Alternative Calculation              Section 2.4(b)                p. 7
                 Registration Rights Agreement                  Section 2.3(b)(iv)            p. 6
                 Shareholder Pledge Agreement                   Section 2.3(c)(ii)            p. 7
                 Tax Affiliate                                  Section 4.19                  p. 17
</TABLE>

1.2           Standard Definitions.  The following terms, when capitalized,  are
used herein with the following meanings:

              "Acquiror  Share" means an issued and outstanding  share of common
stock of the Acquiror.

              "Affiliate"  means,  with  respect to any  Person,  (i) any Person
directly or indirectly controlling,  controlled by, or under common control with
such other Person or an Affiliate of such other Person, (ii) if such Person is a
corporation or similar  entity,  each member of such Person's board of directors
or similar body, (iii) if such Person is a natural person,  any relative of such
Person and any  corporation  or similar  entity of whose board of  directors  or
similar body such Person is a member, (iv) all general and limited  partnerships
of which such  Person is a general  partner,  (v) if such Person is a general or
limited  partnership,  all general partners of such Person,  (vi) all trusts and
estates of which such Person is a fiduciary or beneficiary, (vii) if such Person
is an estate or trust,  each  fiduciary of such Person and each  beneficiary  of
such Person and (viii) all Affiliates of Affiliates of such Person. Each Company
Shareholder shall be deemed to be an "Affiliate" of the Company.

              "Business Day" means each day other than a Saturday or a Sunday or
a day on which banks in San Francisco,  California are authorized or required to
be closed.

              "Colorado Statute" means the Colorado Business Corporation Act, as
amended.

              "Company Closing  Liabilities"  means the aggregate amount, at the
Closing  Date, of (i)  liabilities  of the Company  properly  shown on a balance
sheet  prepared  in  accordance  with GAAP,  each such  liability  in the amount
properly  shown on a balance sheet  properly  prepared in accordance  with GAAP,
(ii) all  prepayment  premiums  that  would be payable  if all  Company  Closing
Liabilities  were  paid in full on the  Closing  Date  (whether  or not any such
liability  actually  is so paid) and (iii)  contingent  liabilities,  claims and
assessments that have been asserted,  threatened or are reasonably  likely to be
asserted  (even if such items  would not  properly  be shown on a balance  sheet
pursuant to the provisions of GAAP, including without limitation FAS 5), each in
the amount  that is the loss,  cost and expense  that the Company is  reasonably
likely to incur on account of such liability, claim or assessment, provided that

                                       -2-
<PAGE>

the "Company  Closing  Liabilities"  shall not include the liabilities  that the
Acquiror has agreed to pay pursuant to Section 7.2 (p. 23).

              "Company  Share" means an issued and  outstanding  share of common
stock of the Company.

              "Contract"  means each  contract,  agreement,  lease,  commitment,
arrangement,  plan and understanding to which the Company is a party, whether or
not legally enforceable by the other party or parties thereto.

              "Debt" of any Person means all  obligations for borrowed money and
overdrafts,  all  obligations  evidenced  by bonds,  debentures,  notes or other
similar  instruments,  all  obligations  to pay the deferred  purchase  price of
property or services,  except trade accounts  payable,  payroll  liabilities and
deferred  revenues  arising in the ordinary  course of business  consistent with
past practice,  all  obligations  as lessee which are  capitalized in accordance
with  GAAP,  all  obligations  of others  secured by a Lien on any asset of such
Person,  whether or not such  obligations  are assumed by such  Person,  and all
obligations of others guaranteed by such Person.

              "Delaware Statute" means the Delaware General  Corporation Law, as
amended.

              "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended,  and the rules and regulations  promulgated  thereunder,  as amended
from time to time.

              "Financial Statement Date" means March 31, 1999.

              "GAAP" means generally accepted accounting principles applied on a
basis consistent with that used to prepare the Financial Statements.

              "Guarantee"  by any Person  means any  obligation,  contingent  or
otherwise,  of such Person directly or indirectly guaranteeing any obligation of
any other Person and,  without  limiting the  generality of the  foregoing,  any
obligation,  direct or indirect,  contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
obligation (whether arising by virtue of partnership arrangements,  by agreement
to keep-well, to purchase assets, goods, securities or services, to take-or-pay,
or to maintain financial statement conditions or otherwise) or (ii) entered into
for the purpose of assuring in any other  manner the obligee of such  obligation
of the  payment  thereof  or to protect  such  obligee  against  loss in respect
thereof  (in  whole or in  part),  provided  that the term  Guarantee  shall not
include  endorsements  for  collection  or  deposit  in the  ordinary  course of
business. The term "Guarantee" used as a verb has a corresponding meaning.

              "Intellectual  Property Right" means any trademark,  service mark,
registration  thereof or  application  for  registration  therefor,  trade name,
invention,  patent,  patent  application,  trade  secret,  know-how,  copyright,
copyright  registration,  application for copyright  registration,  or any other
similar type of proprietary  intellectual  property right, in each case which is
owned or licensed and used or held for use by the Company.

              "Internal  Revenue Code" means the Internal  Revenue Code of 1986,
as amended,  and the rules and regulations  promulgated  thereunder,  as amended
from time to time.
                                      -3-
<PAGE>

              "Lien"  means,  with  respect to any asset,  any  mortgage,  lien,
pledge, charge,  security interest or encumbrance of any kind in respect of such
asset.  For the  purposes  of this  Agreement,  a Person  shall be deemed to own
subject  to a Lien any  asset  which it has  acquired  or holds  subject  to the
interest of a vendor or lessor under any  conditional  sale  agreement,  capital
lease or other title retention agreement relating to such asset.

              "Majority Company  Shareholders"  means Company  Shareholders that
own, at the time of determination (or, if the time of determination is after the
Closing Date, that owned at the Closing Date),  in the aggregate,  not less than
51% of the total  number of  Company  Shares  then  owned by all of the  Company
Shareholders.

              "Material  Adverse Change" means a material  adverse change in the
business,  assets, condition (financial or otherwise),  results of operations or
prospects of the Company.

              "Material  Adverse Effect" means a material  adverse effect on the
condition (financial or otherwise),  business,  assets, results of operations or
prospects of the Company.
              "1933  Act"  means  the  Securities  Act of 1933 and the rules and
regulations issued thereunder, as amended from time to time.

              "1934 Act" means the Securities Exchange Act of 1934 and the rules
and regulations issued thereunder, as amended from time to time.

              "Person" means an  individual,  a  corporation,  a partnership,  a
limited  liability  company,  an  association,   a  trust  or  other  entity  or
organization,  including a government or political  subdivision  or an agency or
instrumentality thereof.

              "Prepayment  Premium" means any premium,  penalty or  compensation
payable upon the repayment of any obligation prior to its stated maturity.

              To "Register" any securities  means to effect the  registration of
such  securities  by preparing  and filing a  registration  statement or similar
document in  compliance  with the 1933 Act, and the  declaration  or ordering of
effectiveness of such registration statement or document. The words "Registered"
and "Registration" have corresponding meanings.

               "Rule 144"  means  Rule 144  promulgated  by the  Securities  and
Exchange  Commission  under the 1933 Act and any successor rule to substantially
the same effect, in each case as amended from time.

              "Tax"  payable by any Person means any tax or charge or assessment
imposed on such Person,  including  without  limitation any tax or  governmental
charge or assessment measured by such Person's net income,  gross income,  gross
receipts  or sales;  any use,  ad  valorem,  value  added,  franchise,  profits,
license, payroll,  employment,  excise, severance,  stamp, occupation,  premium,
property,  environmental,  windfall profit, alternative or add-on minimum tax or
governmental charge or assessment; any withholding of amounts paid to or by such
Person on account of any such tax,  governmental  charge or assessment;  and any
interest or any penalty,  addition to tax or  additional  amount  imposed by any
governmental authority responsible for the imposition of any Tax.

                                      -4-

<PAGE>

              "Transfer Tax" means any stock transfer,  other  transfer,  sales,
use, documentary, stamp, registration and other similar Tax imposed on any party
to this  Agreement by reason of its entry into this Agreement and the completion
of the transactions contemplated hereby on the Closing Date, but excluding Taxes
imposed on any party measured by the net or gross income of such party.

              "Treasury  Regulations"  means the regulations  promulgated by the
Department  of Treasury  pursuant to the Internal  Revenue Code and published in
the Code of Federal Regulations, as amended from time to time.

                                  2. The Merger

        2.1The Merger Generally. At the Merger Time, the Company shall be merged
with and into Newco in  accordance  with the  Colorado  Statute and the Delaware
Statute (the  "Merger"),  whereupon the separate  existence of the Company shall
cease, and Newco shall be the surviving  corporation.  From and after the Merger
Time,  title to all  property  owned by each of Newco and the  Company  shall be
vested in Newco,  and Newco shall have all liabilities of Newco and the Company,
all as provided by the Colorado Statute and the Delaware Statute.  At the Merger
Time,  the  articles  of  incorporation  and bylaws of Newco,  as the  surviving
company  of the  Merger,  shall  continue  to be the  same  as the  articles  of
incorporation  and bylaws of Newco in effect at the Merger Time.  From and after
the Merger Time, until successors are duly elected or appointed and qualified in
accordance  with  applicable  law,  the  directors  and officers of Newco at the
Merger Time shall  continue to be the  directors  and officers of Newco,  as the
surviving company of the Merger.

              2.2 Conversion of Company Shares. At the Merger Time:

        (a) Each share of capital  stock of the  Company  held by the Company as
treasury stock immediately  prior to the Merger Time shall be cancelled,  and no
payment shall be made with respect thereof.

        (b) Each share of common stock of Newco outstanding immediately prior to
the Merger Time shall be one share of common  stock of Newco,  as the  surviving
company of the  Merger,  and after the Merger  Time  shall  constitute  the only
outstanding  shares of capital stock of Newco,  as the surviving  company of the
Merger.

        (c) Each Company Share outstanding  immediately prior to the Merger Time
shall be converted into:

        (i) a number of Acquiror  Shares  equal to 575,000  divided by the total
number of Company Shares outstanding immediately prior to the Merger Time; and


        (ii) a  promissory  note of the  Acquiror in  substantially  the form of
Exhibit A, in an original  principal  amount  equal to  $450,000  divided by the
total number of Company Shares outstanding  immediately prior to the Merger Time
(subject  to  adjustment  pursuant to Section  2.5 (p. 9)) (each,  an  "Acquiror
Note")
                                      -5-
<PAGE>

Each Company  Shareholder  shall  receive a single  Acquiror Note in a principal
amount  equal  to  $450,000  times  the  number  of  Company  Shares  held by it
immediately  prior to the Merger  Time  divided  by the total  number of Company
Shares outstanding immediately prior to the Merger Time.

        (d) No fractional  Acquiror  Shares shall be issued in the Merger.  If a
Company  Shareholder  would be entitled to receive a fractional  Acquiror Share,
such Company  Shareholder shall instead receive,  in lieu thereof,  an amount in
cash  determined by  multiplying  $6.00 by the fraction of an Acquiror  Share to
which such Company Shareholder would otherwise have been entitled.

2.3  Closing.

        (a) The closing of the transactions necessary to effect the Merger shall
take  place at the  offices  of the  Acquiror  in San  Francisco  on a date (the
"Closing Date") on or before the Closing Deadline (as defined below)  designated
by the Acquiror by not less than three days prior written  notice to the Company
Shareholders  or, if the Acquiror  fails to designate  such a date,  the Closing
Deadline  (or in any  event,  another  date  agreed to by the  Acquiror  and the
Majority Company Shareholders).  If any Company Shareholder at any time notifies
the  Acquiror  that the  conditions  precedent  set  forth in  Article  3 to the
obligation  of the  Acquiror  to  consummate  the  Merger  have been or shall be
satisfied  on a  particular  date,  the  Acquiror  shall use its best efforts to
designate a Closing Date that is as soon as is reasonably  practicable after the
date such conditions precedent are satisfied.  The "Closing Deadline" means June
30, 1999,  or such later date that the parties may agree upon as the deadline to
complete the  transactions  necessary to consummate the Merger  pursuant to this
Agreement.

        (b) On the Closing Date, the Acquiror shall:

        (i)  deliver to each  Company  Shareholder  a  newly-issued  certificate
representing 80% of the Acquiror Shares to be issued to such Company Shareholder
pursuant to the Merger  (rounded to the nearest  whole  share) and issue to each
Company  Shareholder  a  newly-issued  certificate  representing  the  remaining
Acquiror  Shares to be issued  pursuant to the Merger but retain  possession  of
such certificates as contemplated by the Shareholder  Pledge Agreement  referred
to below, all such  certificates  being registered in the name of the respective
Company Shareholders;

        (ii) execute and deliver to each Company Shareholder an Acquiror Note;

        (iii) execute and deliver to the Company Shareholders a Pledge Agreement
in  substantially   the  form  attached  as  Exhibit  B  (the  "Acquiror  Pledge
Agreement");

        (iv)  execute  and deliver to the Company  Shareholders  a  Registration
Rights  Agreement  in  substantially   the  form  attached  as  Exhibit  D  (the
"Registration Rights Agreement"); and

        (v)  execute  and  deliver to each of Sean  Whelan and Ross  Mayfield an
Employment  Agreement in substantially  the form attached as Exhibit E (each, an
"Employment Agreement").

        (c) On the Closing Date, each Company Shareholder shall:

                                      -6-

<PAGE>

        (i) deliver to the Acquiror a certificate or certificates  registered in
such Company  Shareholder's name representing all of the Company Shares owned by
such Company  Shareholder,  duly  endorsed or  accompanied  by stock powers duly
endorsed in the name of the Acquiror;

        (ii) execute and deliver to the Acquiror a Shareholder  Pledge Agreement
in  substantially  the form  attached  as  Exhibit  C (the  "Shareholder  Pledge
Agreement");

        (iii)  execute  and  deliver to the  Acquiror  the  Registration  Rights
Agreement; and

        (iv) in the case of Company  Shareholders  Sean Whelan and Ross Mayfield
only, execute and deliver to the Acquiror the Employment Agreement to which such
Company Shareholder is a party.

        (d) On the  Closing  Date (or,  if not  reasonably  practicable,  on the
following  Business Day), the Company and Newco shall file with the Secretary of
State of the  State of  Delaware  a  certificate  of merger  complying  with the
Delaware  Statute  and shall  file with the  Secretary  of State of the State of
Colorado articles of merger complying with the Colorado Statute,  and shall make
all other  filings and take all other actions  required by the Delaware  Statute
and the Colorado Statute in connection with the Merger.  The Merger shall become
effective at the "Merger  Time," which is the time at which such  certificate of
merger and articles of merger are duly filed with both the  Secretaries of State
of the State of Delaware and of the State of Colorado.

        (e) Subject to the terms and  conditions of this  Agreement,  each party
shall 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 or advisable  under Sections
252 and 251 of the  Delaware  Statute,  Sections  111-107  and  111-101  through
111-105 of the Colorado  Statute,  other  applicable  provisions of the Delaware
Statute and the Colorado  Statute and other  applicable  laws and regulations to
consummate the Merger.  At and after the Merger Time, the officers and directors
of the Acquiror  and Newco shall be  authorized  to execute and deliver,  in the
name  and on  behalf  of the  Acquiror  or  Newco,  any  deeds,  bills  of sale,
assignments  or assurances  and to take and do, in the name and on behalf of the
Acquiror or Newco,  any other actions and things to vest,  perfect or confirm of
record or  otherwise  in Newco any and all right,  title and interest in, to and
under any of the rights, properties or assets of the Company.

        2.4 Company Closing Liabilities.

        (a) As promptly as  practicable  after the Closing Date (but in no event
more than 30 days after the Closing  Date),  the Acquiror  shall cause a balance
sheet of the Company as at the closing of  business  on the  Closing  Date,  but
without  giving  effect to the  Merger  (the  "Closing  Balance  Sheet"),  to be
prepared in accordance with GAAP, and shall prepare a certificate  based on such
Closing  Balance  Sheet  (among  other  things)  setting  forth  the  Acquiror's
calculation of the Company Closing  Liabilities,  and the Acquiror shall deliver
the Closing Balance Sheet and such certificate to the Company Shareholders.

        (b) If any Company Shareholder disagrees with the Acquiror's calculation
of the Company Closing  Liabilities,  such Company  Shareholder shall raise such
disagreement  with  the  other  Company   Shareholders.   The  Majority  Company

                                      -7-

<PAGE>
Shareholders  may agree upon a proposed  alternative  calculation of the Company
Closing Liabilities, whereupon the Majority Company Shareholders may prepare one
(and  only  one)  notice  of  such  alternative   calculation  (the  "Notice  of
Alternative Calculation"),  which shall set forth in detail the Majority Company
Shareholders'  calculation of the Company Closing Liabilities and shall describe
and explain  each item and amount  included  in the  Acquiror's  calculation  of
Company  Closing  Liabilities  with  which  the  Majority  Company  Shareholders
disagree,  and shall set forth in detail an alternate  amount  calculated by the
Majority Company Shareholders.  The Notice of Alternative  Calculation,  if any,
shall be delivered to the  Acquiror  within 30 days after the Acquiror  delivers
the documents  referred to in subsection  (a) to the Company  Shareholders.  Any
calculation,  item or amount shown on the  Acquiror's  Closing  Balance Sheet or
calculation  of  the  Company  Closing  Liabilities  that  is  not  specifically
disagreed  with  in such a  Notice  of  Alternative  Calculation  signed  by the
Majority Company  Shareholders and timely delivered shall be deemed to have been
agreed to by each of the Company Shareholders.

              (c) If a Notice of Alternative Calculation shall be duly prepared,
signed and delivered as described in subsection  (b), it shall be binding on the
Company  Shareholders  and the  parties  shall use their  best  efforts to reach
agreement on the disputed items or amounts in order to agree thereupon,  none of
which  agreed-upon  amounts  shall be more  favorable to the  Acquiror  than the
amount  thereof  initially  calculated by the Acquiror nor more favorable to the
Company  Shareholders  than  the  amount  thereof  set  forth in the  Notice  of
Alternative  Calculation.  Any such amount  agreed upon by the  Acquiror and the
Majority Company  Shareholders  shall be conclusive and binding upon all parties
hereto, including any Company Shareholders that do not agree to it.

        (d) If the Acquiror and the Majority  Company  Shareholders are not able
to reach agreement as to the amount of the Company Closing Liabilities within 30
days after the Acquiror's receipt of the Notice of Alternative Calculation, then
BDO Seidman,  LLP shall  determine  the disputed  amount of the Company  Closing
Liabilities,  which  determination  shall be binding upon all parties hereto. In
making such  determination,  such  accountants  shall follow the  definition  of
"Company  Closing  Liabilities"  and, in  addition,  shall  consider  only those
calculations,  items and amounts  shown on the  Acquiror's  calculations  of the
Company Closing Liabilities that were specifically disagreed with in a Notice of
Alternative  Calculation signed by the Majority Company  Shareholders and timely
delivered. Moreover, the amount of the Company Closing Liabilities determined by
such  accountants  shall  not be  greater  than  the  amount  set  forth  in the
Acquiror's  certificate  or less  than the  amount  set  forth in the  Notice of
Alternative  Calculation.  Judgment upon any award rendered by such  accountants
may be entered in any court having jurisdiction thereof.

        (e) The Acquiror on the one hand, and the Company Shareholders  (jointly
and severally) on the other hand,  shall bear a portion of the reasonable  costs
and  expenses  incurred  in  connection  with  such   accountants'   review  and
determination  (including  without limitation such party's and the other party's
attorneys'  fees and expenses and expenses  incurred in gathering and presenting
information to the accountants) based on the ratio of the difference between the
finally determined amount and the amount proposed by such party and the total

                                      -8-
<PAGE>

amount in dispute.  For example,  if the  Acquiror's  calculation of the Company
Closing  Liabilities  was  $200,000  and  the  amount  shown  in the  Notice  of
Alternative Calculation was $150,000, the amount in dispute would be $50,000. If
the accountants  were  ultimately to resolve the matter by determining  that the
amount of the Company Closing  Liabilities is $180,000,  the Acquiror would bear
40% of the  expenses  referred to above  ($20,000  divided by  $50,000)  and the
Company  Shareholders  would  jointly  and  severally  bear 60% of the  expenses
referred to above ($30,000 divided by $50,000).  As a condition to referring any
dispute to such  accountants  rather than having the  Acquiror's  calculation be
determinative,  the  Company  Shareholders  shall  provide  reasonably  adequate
assurances  to the Acquiror that they will pay their portion of the cost of such
accountants' review.

              2.5 Adjustment of Merger Consideration. Within 30 days after final
    determination of the amount of the Company Closing  Liabilities  pursuant to
    Section 2.4 (whether upon the failure of the Majority  Company  Shareholders
    to object  timely to the  Acquiror's  calculation  thereof,  upon  agreement
    between  the  Acquiror  and  the  Majority  Company   Shareholders  or  upon
    determination by the accountants referred to in Section 2.4(d)):

              (i)  The   principal   amount  of  each  Acquiror  Note  shall  be
    automatically  reduced by such Acquiror  Notes' pro rata share (based on the
    respective  original  principal amounts of the Acquiror Notes) of the amount
    (if any) by which the Company Closing Liabilities  exceeds $60,000,  without
    any notice or further action by any Person, effective as of the Closing Date
    (so that interest shall accrue from the Closing Date on the principal amount
    as so reduced).

              (ii) If the amount of the Company  Closing  Liabilities is greater
    than  $510,000,  the Acquiror Notes shall be cancelled in their entirety and
    the Company Shareholders shall be jointly and severally obligated,  at their
    option, either:

       (A)   to pay to the  Acquiror  an amount  equal to the  lesser of (x) the
             amount by which the Company Closing  Liabilities exceed $510,000 or
             (y) $3,450,000, or

       (B)   to return to the Acquiror a number of Acquiror  Shares equal to the
             amount payable pursuant to clause (A) divided by $6.

                            3. Conditions Precedent

             3.1 Conditions to the  Obligations of All Parties.  The obligations
of the Acquiror,  Newco, the Company and each Company  Shareholder to consummate
the  Merger  are  subject  to  the  satisfaction  of  the  following  conditions
precedent:

             (a)  No  provision  of any  applicable  law  or  regulation  and no
judgment, injunction, order or decree shall prohibit the Merger;

             (b)  All  actions  by  or  in  respect  of  or  filings   with  any
governmental  body,  agency,  official  or  authority  required  to  permit  the
consummation  of the Merger pursuant to this Agreement shall have been obtained;
and

             (c) No  proceeding  seeking to prohibit  the Merger shall have been
instituted by any Person other than a party hereto before any court,  arbitrator
or governmental body, agency or official and be pending.

                                      -9-
<PAGE>

             3.2  Conditions  to  Obligations  of the  Acquiror  and Newco.  The
obligations  of the Acquiror and Newco to  consummate  the Merger,  to issue the
Acquiror   Shares  and  to  deliver  the  Acquiror  Notes  are  subject  to  the
satisfaction  (or the written  waiver by the Acquiror) of the following  further
conditions precedent:

             (a) Tender by the Company Shareholders of the documents required to
be delivered by Section 2.3(c) (p. 6);

             (b) The Company and each Company  Shareholder  shall have performed
in all  material  respects  all of their  obligations  hereunder  required to be
performed on or before the Closing Date;

             (c) The  representations  and  warranties  of the  Company and each
Company Shareholder  contained in this Agreement and in any certificate or other
writing  delivered  by the Company or any Company  Shareholder  pursuant  hereto
shall be true and correct in all material respects;

             (d) No court,  arbitrator or governmental  body, agency or official
shall  have  issued  any  order,  and there  shall not be any  statute,  rule or
regulation,  restraining the effective operation by the Acquiror of the business
of the Company after the Closing Date;

             (e) Tender to the  Acquiror of the  resignations  of each member of
the Company's board of directors;

             (f) Receipt by the Acquiror of a certificate of the chief executive
officer of the Company to the effect set forth in paragraphs  (b) and (c) above;
and

             (g) Receipt by the  Acquiror  of all  documents  it may  reasonably
request  relating to the  existence of the Company and each Company  Shareholder
that is not a natural  person and the  authority  of the Person  executing  this
Agreement  on behalf of the Company and each such  Company  Shareholder,  all in
form and substance reasonably satisfactory to the Acquiror.

             3.3  Conditions  to  Obligations  of the  Company  and the  Company
Shareholders.  The  obligations  of the Company and each Company  Shareholder to
consummate the Merger is subject to the  satisfaction  (or the written waiver by
the  Majority  Company   Shareholders)  of  the  following  further   conditions
precedent:

             (a)  Tender  by  the  Acquiror  of  the  documents  required  to be
delivered by Section 2.3(b) (p. 6);

             (b) The  Acquiror  and Newco shall have  performed  in all material
respects  all of their  obligations  hereunder  required to be  performed  on or
before the Closing Date;

             (c) The  representations  and  warranties of the Acquiror and Newco
contained in this Agreement and in any certificate or other writing delivered by
the Acquiror or Newco pursuant  hereto shall be true and correct in all material
respects;

             (d) Receipt by the Company  Shareholders  of a  certificate  of the
chief  executive  officer of the Acquiror to the effect set forth in  paragraphs
(b) and (c) above; and
                                       -10-

<PAGE>

             (e)  Receipt  by the  Company  Shareholders  of all  documents  the
Company  Shareholders  may reasonably  request  relating to the existence of the
Acquiror and the authority of the Person  executing  this Agreement on behalf of
the Acquiror, all in form and substance reasonably  satisfactory to the Majority
Company Shareholders.

                    4. Seller Representations and Warranties

              The Company  and the Company  Shareholders  hereby  represent  and
warrant to the Acquiror, on the date hereof and on the Closing Date, as follows:

             4.1  Existence  and  Power.  The  Company  is  a  corporation  duly
incorporated,  validly existing and in good standing under the laws of Colorado,
and has all  corporate  powers and all  governmental  licenses,  authorizations,
consents and approvals required to carry on its business as now conducted.  Each
Company  Shareholder  that  is  a  corporation,   limited  partnership,  limited
liability  company or similar  entity is a corporation or other such entity duly
incorporated or formed,  validly existing and in good standing under the laws of
its jurisdiction of  incorporation or formation,  and has all corporate or legal
powers required to execute,  deliver and perform this Agreement, the Shareholder
Pledge Agreement and the Registration Rights Agreement. Each Company Shareholder
that executes this Agreement as a trustee,  executor or personal  representative
has  all  fiduciary   powers   (pursuant  to  the   instruments  and  agreements
establishing  such trust or estate and  applicable  law)  required  to  execute,
deliver and perform this  Agreement,  the Shareholder  Pledge  Agreement and the
Registration   Rights  Agreement  as  such  a  trustee,   executor  or  personal
representative.

             4.2 Authorization.  The execution,  delivery and performance by the
Company and each Company  Shareholder of this Agreement,  the Shareholder Pledge
Agreement and the  Registration  Rights  Agreement and the  consummation  by the
Company and each Company Shareholder of the transactions contemplated hereby are
within such party's  corporate or legal powers and have been duly  authorized by
all necessary  corporate,  entity,  shareholder,  partner,  member,  trustee and
beneficiary  actions.  The Company's board of directors has unanimously adopted,
approved,  declared  the  advisability  of  and  recommended  to  the  Company's
shareholders  this  Agreement  and the  Merger.  The Company  Shareholders  have
unanimously  adopted and approved this Agreement and the Merger.  This Agreement
constitutes  a valid and  binding  agreement  of the  Company  and each  Company
Shareholder;  the  Shareholder  Pledge  Agreement  and the  Registration  Rights
Agreement, when executed and delivered on the Closing Date, will each constitute
a valid and binding obligation of each Company Shareholder;  and each Employment
Agreement,  when executed and delivered on the Closing Date,  will  constitute a
valid and binding obligation of the Company Shareholder party thereto.

             4.3 Governmental Authorization;  Consents. The execution,  delivery
and  performance by the Company and each Company  Shareholder of this Agreement,
the Shareholder  Pledge  Agreement,  the  Registration  Rights Agreement and the
Employment Agreements,  and the consummation of the Merger, require no action by
or in respect of, or filing with, any  governmental  body,  agency,  official or
authority, other than the filing of a certificate of merger and articles of

                                      -11-
<PAGE>

merger as contemplated by Section 2.3(d). No consent,  approval, waiver or other
action by any Person under any contract, agreement, indenture, lease, instrument
or other document to which the Company or any Company  Shareholder is a party or
by which  any of them is bound  is  required  or  necessary  for the  execution,
delivery and performance of this Agreement,  the Shareholder  Pledge  Agreement,
the Registration  Rights  Agreement or the Employment  Agreements by the Company
and  each  Company   Shareholder  or  the   consummation  of  the   transactions
contemplated hereby.

             4.4 Non-Contravention.  The execution,  delivery and performance by
the Company and each Company  Shareholder  of this  Agreement,  the  Shareholder
Pledge  Agreement,   the  Registration   Rights  Agreement  and  the  Employment
Agreements and the consummation of the Merger do not and will not (a) contravene
or conflict with the articles of  incorporation  or bylaws of the Company or the
articles of incorporation,  bylaws or other governing  documents of such Company
Shareholder (including such Company Shareholder's partnership agreement, limited
liability company  agreement,  trust agreement or other agreement or instrument,
as the case may be), (b)  contravene  or conflict with or constitute a violation
of any provision of any law, regulation,  judgment,  injunction, order or decree
binding  upon or  applicable  to the Company or such  Company  Shareholder;  (c)
contravene or conflict with, or constitute a violation of or default  under,  or
give rise to any right of termination, cancellation or acceleration of any right
or  obligation  of the Company  under,  or to a loss of any material  benefit to
which the Company is entitled under any provision of any agreement,  contract or
other instrument binding upon the Company or any license,  franchise,  permit or
other similar authorization held the Company; (d) contravene or conflict with or
constitute  a  violation  of or  default  under any  material  provision  of any
agreement, contract or other instrument binding upon such Company Shareholder or
(e)  result  in the  creation  or  imposition  of any  Lien on any  asset of the
Company.

             4.5 Title.  As of the Closing Date and as of the date hereof,  each
Company  Shareholder owns,  legally,  beneficially and of record,  the number of
Company Shares set forth under such Company  Shareholder's name on the signature
pages of this Agreement, subject to no Liens. All of the Company Shares owned by
each Company  Shareholder  have been duly  authorized and validly issued and are
fully paid and nonassessable.

             4.6  Capitalization.  The  authorized  capital stock of the Company
consists  of  100,000  shares of common  stock.  As of the date  hereof  and the
Closing  Date,  there are issued and  outstanding  100,000  Company  Shares.  No
employee or other Person holds any option to purchase any shares of common stock
of the Company that is now  exercisable  or may at any time in the future become
exercisable,  except for options that will be cancelled at or before the Closing
Date. Except as described in this Section, as of the date hereof and the Closing
Date,  there are no  outstanding  (i)  shares of capital  stock or other  voting
securities of the Company,  (ii) securities of the Company  convertible  into or
exchangeable for shares of capital stock or voting  securities of the Company or
(iii) options or other rights to acquire from the Company, or obligations of the
Company to issue, deliver,  repurchase,  redeem or otherwise acquire any capital
stock,  voting  securities or securities  convertible  into or exchangeable  for
capital  stock  or  voting  securities  of  the  Company  (whether  or  not  now
exercisable).
                                      -12-

<PAGE>


             4.7 No Subsidiaries.  There are no subsidiaries of the Company. The
Company does not hold any shares of capital stock of any other corporation.

             4.8  Financial  Statements.   The  audited  balance  sheet,  income
statement and statement of cash flows of the Company at the Financial  Statement
Date  and for the  fiscal  year of the  Company  then  ended,  which  have  been
delivered to the Company  before the date hereof (the  "Financial  Statements"),
fairly present,  in accordance with GAAP, the financial  position of the Company
as of the date  thereof  and the  results of  operations  and cash flows for the
period then ended.

             4.9  Absence  of  Certain  Changes.  Except  as  required  by  this
Agreement,  since the Financial  Statement  Date,  the Company has conducted its
business in the ordinary course consistent with past practices and there has not
been:

(a) any Material Adverse Change or any event,  occurrence,  development or state
of  circumstances  or facts  which could  reasonably  be expected to result in a
Material Adverse Change;

             (b) any  declaration,  setting  aside or payment of any dividend or
other  distribution on any shares of the Company's capital stock, any payment on
account of the purchase, redemption,  retirement or acquisition of any shares of
the  Company's  capital  stock or any option,  warrant or other right to acquire
shares of the Company's capital stock;

             (c) any  amendment of any term of any  outstanding  security of the
Company;

              (d) any incurrence or assumption by the Company of any Debt;

             (e) any creation or  assumption  by the Company of any Lien,  other
than Liens  arising in the  ordinary  course of  business  consistent  with past
practice  which (i) do not secure Debt,  (ii) do not secure any obligation in an
amount  exceeding  $25,000 in the  aggregate  and (iii) do not in the  aggregate
materially  detract from the value of the Company's assets or materially  impair
the use thereof in the operation of its business;

             (f) any making or  acquisition  of any  investment  in any  Person,
whether by means of share purchase, capital contribution,  loan, time deposit or
otherwise,  other than demand deposits and short-term cash  investments  made in
the ordinary course of business consistent with past practice;

             (g) any damage,  destruction or other casualty loss (whether or not
covered by  insurance)  affecting  the business or assets of the Company  which,
individually  or in the  aggregate,  has had or would  reasonably be expected to
have a Material Adverse Effect;

             (h)  any  transaction  or  commitment  made,  or  any  contract  or
agreement  entered  into,  by the  Company  relating  to its assets or  business
(including the  acquisition or disposition of any assets) or any  relinquishment
by the Company of any contract or other right,  in either case,  material to the
Company,  other than  transactions  and  commitments  in the ordinary  course of
business  consistent  with  past  practice  (and  other  than  pursuant  to this
Agreement);
                                      -13-
<PAGE>


             (i) any change in any method of accounting  or accounting  practice
by the Company;

             (j)  any (i)  grant  of any  severance  or  termination  pay to any
director,  officer  or  employee  of the  Company,  (ii)  entering  into  of any
employment,  deferred  compensation or other similar agreement (or any amendment
to any such existing  agreement)  with any director,  officer or employee of the
Company,  (iii) event or  communication  which causes the  Company,  any Company
Shareholder or the Acquiror to believe that any key employee may not continue to
be employed by the Company  after the Closing  Date,  (iv)  increase in benefits
payable  under an existing  severance or  termination  pay policy or  employment
agreement or (v) increase in  compensation,  bonus or other benefits  payable to
directors,  officers or employees of the Company, whether or not in the ordinary
course of business or consistent with past practice; or

             (k) any labor dispute,  other than routine or immaterial individual
grievances,  or any activity or  proceeding  by a labor union or  representative
thereof to organize  any  employees of the Company,  or any  lockouts,  strikes,
slowdowns, work stoppages or threats thereof by or with respect to any employees
of the Company.

             4.10  Properties.  The  Company  does not own any real  property or
fixtures,  including  without  limitation any plants,  buildings,  structures or
land.  The Company has and will have after the Closing Date good and  marketable
title to (or in the case of leased  property valid  leasehold  interests in) all
property and assets (whether real or personal, tangible or intangible) reflected
on the Balance Sheet or acquired after the Financial  Statement Date, except for
(i) assets that are not  necessary to the  operations  of the Company and are in
the aggregate not material and (ii)  inventory,  in each case to the extent sold
in the ordinary course of business  consistent with past practice.  None of such
properties  or assets is subject to any Liens,  except  Liens  disclosed  in the
Financial Statements securing obligations disclosed in such Financial Statements
and Liens which could be incurred  after the  Financial  Statement  Date without
causing the representation in Section 4.9(e) (p. 13) to be untrue.

             4.11 No Undisclosed Material Liabilities.  There are no liabilities
of the Company of any kind whatsoever,  whether accrued,  contingent,  absolute,
determined,  determinable  or  otherwise,  and there is no  existing  condition,
situation or set of circumstances,  which could reasonably be expected to result
in such a liability, other than:

             (i) liabilities disclosed or provided for in the Balance Sheet; and

             (ii)  liabilities  incurred  in the  ordinary  course  of  business
consistent  with past practice and in compliance  with Section 4.9 (p. 13) since
the Financial Statement Date.

             The Company has not Guaranteed any obligation of any other Person.

             4.12  Litigation.  There  is  no  action,  suit,  investigation  or
proceeding (or any basis therefor)  pending against,  or to the knowledge of the
Company or any Company Shareholder threatened against or affecting,  the Company
or any of its  properties  before any court or  arbitrator  or any  governmental
body,  agency,  official or authority which, if determined or resolved adversely
to the Company in accordance with the plaintiff's  demands,  would reasonably be
expected to have a Material Adverse Effect.

                                      -14-
<PAGE>

             4.13 Material Contracts.  Except for agreements,  contracts, plans,
leases,  arrangements or commitments  disclosed in Schedule 4.13, the Company is
not a party to or subject to:

             (i) any lease providing for annual rentals of $10,000 or more;

              (ii) any Contract for the purchase of materials,  supplies, goods,
    services,  equipment or other assets  providing  for annual  payments by the
    Company of $10,000 or more;

              (iii) any sales,  distribution or other similar Contract providing
    for the sale by the Company of goods that  provides  for annual  payments to
    the Company of $10,000 or more;

              (iv) any partnership, joint venture or other similar Contract;

              (v) any Contract relating to Debt of the Company;

              (vi) any license  agreement,  franchise  agreement  or Contract in
    respect of similar rights granted to or held by the Company;

              (vii) any agency,  dealer,  sales  representative or other similar
    Contract;

              (viii) any Contract that  substantially  limits the freedom of the
    Company to compete in any line of business or with any Person or in any area
    or which would so limit the freedom of the Company  after the Closing  Date;
    or

              (ix)  any  other  Contract  not  made in the  ordinary  course  of
    business consistent with past practice that is material to the Company.

             4.14  Compliance  with Laws;  No  Defaults.  The  Company is not in
violation  of,  and has not since  January  1,  1997  violated,  any  applicable
provision  of  any  laws,  statutes,  ordinances  or  regulations,   except  for
violations  that have not had and  would not  reasonably  be  expected  to have,
individually or in the aggregate,  a Material Adverse Effect. The Company is not
in default under,  and no condition  exists that with notice or lapse of time or
both would constitute a default under, (i) any agreement relating to Debt of the
Company or (ii) any judgment,  order or  injunction of any court,  arbitrator or
governmental body, agency, official or authority.

             4.15 Finders' Fees. There is no investment banker,  broker,  finder
or other  intermediary  which has been  retained by or is  authorized  to act on
behalf of any  Company  Shareholder  or the Company who might be entitled to any
fee or  commission  from the  Acquiror,  the Company or any of their  respective
affiliates upon consummation of the transactions contemplated by this Agreement.

             4.16 Intellectual Property.

             (a) Schedule 4.16 is a complete list of all  Intellectual  Property
Rights of the Company,  specifying as to each, as applicable:  (i) the nature of
such Intellectual  Property Right; (ii) the owner of such Intellectual  Property
Right;  (iii) the jurisdictions by or in which such Intellectual  Property Right
is recognized without regard to registration or has been issued or registered or
in which an  application  for such  issuance  or  registration  has been  filed,
including the respective registration or application numbers; and (iv) material


                                      -15-
<PAGE>

licenses,  sublicenses  and other  agreements as to which the Company is a party
and pursuant to which any Person is authorized to use such Intellectual Property
Right,  including  the identity of all parties  thereto,  a  description  of the
nature and subject matter thereof, the applicable royalty and the term thereof.

             (b) The  Company  has not,  since  January  1,  1997,  been sued or
charged in  writing  with or been a  defendant  in any  claim,  suit,  action or
proceeding relating to its business that has not been finally terminated without
liability to the Company  prior to the date hereof and that  involves a claim of
infringement of any patents,  trademarks,  service marks or copyrights.  Neither
the Company nor any Company  Shareholder has any knowledge of any other claim or
infringement by the Company, and no knowledge of any continuing  infringement by
any other Person of any Intellectual  Property Rights. No Intellectual  Property
Right is subject to any  outstanding  order,  judgment,  decree,  stipulation or
agreement  restricting  the  use  thereof  by the  Company  or  restricting  the
licensing thereof by the Company or any Person. The Company has not entered into
any agreement to indemnify any other Person  against any charge of  infringement
of any patent, trademark, service mark or copyright.

             (c) None of the processes and  formulae,  research and  development
results and other know-how of the Company,  the value of which to the Company is
contingent upon maintenance of the confidentiality  thereof,  has been disclosed
by the Company to any Person other than employees, representatives and agents of
the Company.

             4.17  Employee  Benefits.  There  is no  Person  that  at any  time
conducted the business now conducted by the Company;  the Company has not been a
member of a controlled group of corporations  and trades or businesses  (whether
or not incorporated) under common control that were treated as a single employer
under  Section 414 of the Internal  Revenue Code.  There is no employee  pension
benefit  plan which is  covered  by Title IV of ERISA or subject to the  minimum
funding  standards  under Section 412 of the Internal  Revenue Code which is (or
has been at any time) maintained by the Company or contributed to by the Company
for  persons  who,  at the  time of such  contribution,  were  employees  of the
Company.

             4.18  Environmental  Compliance.  No notice,  demand,  request  for
information,  citation,  summons or order has been issued, no complaint has been
filed, no penalty has been assessed and no  investigation  or review is pending,
or to the knowledge of the Company or any Company Shareholder, threatened by any
governmental  or other entity (i) with  respect to any alleged  violation by the
Company of any  Environmental  Law (as defined below),  (ii) with respect to any
alleged failure by the Company to have any  environmental  permit,  certificate,
license, approval, registration or authorization required in connection with the
conduct of its  business  or (iii) with  respect to any  generation,  treatment,
storage,  recycling,  transportation  or disposal  or release,  as defined in 42
U.S.C.  ? 9601(22) of any Hazardous  Substance (as defined  below)  generated or
used by the Company. The Company has not generated,  transported, disposed of or
arranged for the  transportation  or disposal  (directly or  indirectly)  of any
Hazardous  Substance  to any  location  which is listed or proposed  for listing
under the Comprehensive Environmental Responses,  Compensation and Liability Act
of 1980, as amended, or on any similar state list.

              "Environmental  Law" means each federal,  state and local statute,
law, regulation, ordinance, rule, judgment, judicial decision, order, decree,
                                      -16-
<PAGE>

code,  plan,  injunction,   permit,  concession,   grant,  franchise,   license,
agreement,  or  governmental  restriction,  relating  to the  environment  or to
emissions,  discharges or releases of Hazardous  Substances into the environment
including,  without  limitation,  ambient air,  surface water,  ground water, or
land, or otherwise relating to the manufacture,  processing,  distribution, use,
treatment, storage, disposal, transport or handling of Hazardous Substances.

             "Hazardous  Substance" mean any and all  pollutants,  contaminants,
asbestos,  petroleum or petroleum  products,  chemicals  or  industrial,  toxic,
radioactive or hazardous substances, materials or wastes.

4.19     Tax Matters.

             (a)  Schedule  4.19  sets  forth a list of each Tax  Affiliate  (as
defined below),  if any, and the tax periods for which each Person so listed was
a Tax Affiliate. No federal income tax returns for the Company have been audited
by the Internal Revenue Service and the Company has not agreed with the Internal
Revenue  Service to any extension of the statute of limitations  with respect to
its federal  income taxes for any year.  The Company and each Tax Affiliate have
filed all United States  federal  income tax returns and all other  material tax
returns  which  are  required  to be filed by them and have  paid all  Taxes due
pursuant to such returns or pursuant to any  assessment  received by the Company
or any Tax  Affiliate.  The  charges,  accruals and reserves on the books of the
Company  in respect of Taxes are  adequate.  Schedule  4.19 sets forth a list of
states, territories and jurisdictions (whether foreign or domestic) to which any
Tax is or will be  properly  payable  by the  Company,  and  indicates  for each
whether the Company is treated as the  equivalent of an S corporation by or with
respect to each such  jurisdiction.  (b) The  Company  has timely  filed a valid
election to be treated as an S corporation in accordance  with the provisions of
Section  1362(a) of the Internal  Revenue  Code,  effective  for the tax year in
which it was incorporated and at all times subsequent  thereto,  and the Company
has qualified  and  continues to qualify as an S  corporation  for all years and
periods  thereafter through and including the Closing Date. The Company does not
hold any asset  which,  if sold or otherwise  disposed of by the Company,  could
give rise to any taxable income pursuant to Section 1374 of the Internal Revenue
Code or any similar provision of state or local law.

             "Tax  Affiliate"  during any period means each Person that,  during
such period, conducted the business now conducted by the Company and each Person
that,  during  such  period,  was a  member  of  (i)  the  affiliated  group  of
corporations  (as defined in Section  1504(a) of the Internal  Revenue  Code) of
which the Company or such Person was a member or (ii) the combined, consolidated
or unitary  group (for purposes of any  applicable  state or local Tax) of which
the Company or such Person was a member.

             4.20  Transactions  with Affiliates.  The Company is not a party to
any Contract with any Affiliate or Company Shareholder.

                                      -17-
<PAGE>

             4.21  Non-competition.  No  Company  Shareholder  has  any  present
intention to engage,  either  directly or indirectly,  as a principal or for its
own  account  or  solely  or  jointly  with  others,  or as  stockholder  in any
corporation  or holder of an  ownership  interest  in any other  entity,  in the
business of maintaining a medium for the multilateral exchange of communications
bandwidth.

             4.22  Other  Information.  None  of the  documents  or  information
delivered to the Acquiror in connection  with the  transactions  contemplated by
this  Agreement  contains any untrue  statement  of a material  fact or omits to
state a  material  fact  necessary  in order to make  the  statements  contained
therein not misleading.

             5. Acquiror Representations and Warranties

             The Acquiror and Newco hereby  represent and warrant to the Company
Shareholders, on the date hereof and on the Closing Date, as follows:

             5.1 Organization and Existence. Each of the Acquiror and Newco is a
corporation duly  incorporated,  validly existing and in good standing under the
laws of Delaware,  and has all  corporate  powers and all material  governmental
licenses,  authorizations,  consents  and  approvals  required  to  carry on its
business as now conducted.

             5.2 Authorization.  The execution,  delivery and performance by the
Acquiror and Newco of this Agreement,  the Acquiror  Notes,  the Acquiror Pledge
Agreement, the Registration Rights Agreement and the Employment Agreements,  and
the  consummation  by the  Acquiror and Newco of the  transactions  contemplated
hereby are within the respective  corporate powers of the Acquiror and Newco and
have been duly authorized by all necessary  corporate  action on the part of the
Acquiror  and  Newco.  Newco's  board  of  directors  has  unanimously  adopted,
approved,  declared the  advisability  of and  recommended  to the Acquiror this
Agreement  and the Merger.  The  Acquiror,  as sole  shareholder  of Newco,  has
adopted and approved this Agreement and the Merger. This Agreement constitutes a
valid and binding  agreement of the  Acquiror and Newco and the Acquiror  Notes,
the  Acquiror  Pledge  Agreement,  the  Registration  Rights  Agreement  and the
Employment  Agreements,  when executed and  delivered on the Closing Date,  will
constitute valid and binding obligations of the Acquiror.

             5.3  Governmental  Authorization.   The  execution,   delivery  and
performance by the Acquiror and Newco of this Agreement, the Acquiror Notes, the
Acquiror Pledge Agreement,  the Registration Rights Agreement and the Employment
Agreements  require  no  action  by  or in  respect  of,  or  filing  with,  any
governmental body, agency, official or authority.

             5.4 Non-Contravention.  The execution,  delivery and performance by
the  Acquiror and Newco of this  Agreement,  the  Acquiror  Notes,  the Acquiror
Pledge  Agreement,   the  Registration   Rights  Agreement  and  the  Employment
Agreements do not and will not (a)  contravene or conflict with the  certificate
of  incorporation or bylaws of the Acquiror or Newco, (b) contravene or conflict
with or  constitute  a violation of any  provision of any  provision of any law,
regulation,  judgment,  injunction, order or decree binding upon the Acquiror or
Newco,  (c) contravene or conflict with, or constitute a violation of or default
under any agreement,  contract or other instrument  binding upon the Acquiror or
Newco.

                                      -18-

<PAGE>


             5.5  Title.  Upon  the  issuance  and  sale  contemplated  by  this
Agreement,  each Company  Shareholder  will own,  legally,  beneficially  and of
record,  the Acquiror  Shares  represented  by a certificate in the name of such
Company  Shareholder,  subject to no Liens. All of the Acquiror Shares will have
been  duly   authorized   and  validly   issued  and  will  be  fully  paid  and
nonassessable.

             5.6  Capitalization.  The authorized  capital stock of the Acquiror
consists of  300,000,000  shares of common stock.  As of the date hereof and the
Closing Date,  there are issued and outstanding  11,638,078  Acquiror Shares and
options,  warrants and rights to acquire  (pursuant to conversion of convertible
securities or otherwise),  an aggregate of 2,500,000 Acquiror Shares.  Except as
described in this Section, as of the date hereof and the Closing Date, there are
no  outstanding  (i) shares of capital  stock or other voting  securities of the
Acquiror,  (ii) securities of the Acquiror  convertible into or exchangeable for
shares of capital stock or voting securities of the Acquiror or (iii) options or
other rights to acquire from the  Acquiror,  or  obligations  of the Acquiror to
issue,  deliver,  repurchase,  redeem or  otherwise  acquire any capital  stock,
voting  securities or securities  convertible  into or exchangeable  for capital
stock or voting securities of the Acquiror (whether or not now exercisable).

             5.7  Financial  Statements.   The  audited  balance  sheet,  income
statement  and  statement of cash flows of the Acquiror at December 31, 1998 and
for the fiscal  year of the  Acquiror  then  ended,  which are  included  in the
Acquiror's  Form 10-KSB  filed  pursuant  to the 1934 Act,  fairly  present,  in
accordance with generally accepted accounting principles, the financial position
of the  Acquiror as of the date thereof and the results of  operations  and cash
flows for the period then ended. The unaudited  balance sheet,  income statement
and  statement of cash flows of the Acquiror at March 31, 1999 and for the three
months  then  ended,  which are  included in the  Acquiror's  Form 10-QSB  filed
pursuant to the 1934 Act, fairly present,  in accordance with generally accepted
accounting  principles,  the  financial  position of the Acquiror as of the date
thereof and the results of operations  and cash flows for the period then ended,
subject to normal year-end adjustments.

             5.8 Absence of Certain Changes. Since March 31, 1999, there has not
been any material adverse change in the business,  assets,  condition (financial
or otherwise),  result of operations or prospects of the Acquiror, or any event,
occurrence,   development  or  state  of  circumstances  or  facts  which  could
reasonably be expected to result in such a material adverse change.

             5.9  Compliance  with Laws;  No  Defaults.  The  Acquiror is not in
violation  of,  and has not since  January  1,  1997  violated,  any  applicable
provision  of  any  laws,  statutes,  ordinances  or  regulations,   except  for
violations  that have not had and  would not  reasonably  be  expected  to have,
individually  or in the  aggregate,  a material  adverse effect on the condition
(financial or otherwise),  business,  assets, results of operations or prospects
of the Acquiror.  The Acquiror is not in default under,  and no condition exists
that with notice or lapse of time or both would  constitute a default under, (i)
any agreement  relating to Debt of the Acquiror or (ii) any  judgment,  order or
injunction of any court,  arbitrator or governmental body,  agency,  official or
authority.

                                      -19-
<PAGE>

             5.10 Finders' Fees. There is no investment banker,  broker,  finder
or other  intermediary  which has been  retained by or is  authorized  to act on
behalf of the Acquiror who might be entitled to any fee or  commission  from the
Company, any Company Shareholder or any of their Affiliates upon consummation of
the transactions contemplated by this Agreement.

             5.11 SEC Filings. The Acquiror has filed all reports required to be
filed  with the  Securities  and  Exchange  Commission  since  January  1,  1998
(collectively, the "Acquiror SEC Reports"). None of the Acquiror SEC Reports, as
of  their   respective  dates  (as  amended  through  the  date  hereof  and  as
supplemented by later Acquiror SEC Reports), contained any untrue statement of a
material fact or omitted to state a material fact required to be stated  therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.  The Acquiror SEC Reports,  taken together
with this Agreement and the other information regarding the Acquiror provided to
Sean Whelan on May 24,  1999 by the  Acquiror,  do not, as of the Closing  Date,
contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements contained therein not misleading.

             6. Covenants of the Company and the Company Shareholders

             6.1 Conduct of the Company's  Business.  From the date hereof until
the Closing Date, the Company shall conduct its business in the ordinary  course
consistent with past practice and use its reasonable  efforts to preserve intact
its  business  organization  and  relationships  with  third  parties  and  keep
available the services of its present  officers and employees.  Without limiting
the  generality of the  foregoing,  from the date hereof until the Closing Date,
the Company agrees that it shall not:

              (i) adopt any change in its articles of incorporation or bylaws;

              (ii)  merge or  consolidate  with any other  Person  or  acquire a
    material amount of assets of any other Person;

              (iii) sell,  lease,  license or otherwise  dispose of any material
    assets or property except pursuant to existing  contracts or commitments and
    in the ordinary course consistent with past practice;

              (iv) pay or discharge  any  liability or obligation of the Company
    except when the same  becomes  due and payable  (or, in the case of ordinary
    trade  obligations  arising  in the  ordinary  course  of  business,  in the
    ordinary course consistent with past practice); or

             (v) agree or commit to do any of the foregoing.

The  Company  shall not (a) take or agree to take any action that would make any
representation  and warranty of the Company or any Company  Shareholder  in this
Agreement  (including without limitation the  representations  and warranties in
Section 4.9 (p. 13))  inaccurate  in any respect at, or as of any time prior to,
the Closing  Date or (ii) omit or agree to omit to take any action  necessary to
prevent any such representation or warranty from being inaccurate in any respect
at any such time.

                                      -20-
<PAGE>

             6.2  Other  Offers.  Until  after the  Closing  Date,  neither  the
Company, any Company Shareholder nor any officer, director, employee or agent of
any of them shall, directly or indirectly:

              (i) take any action to solicit, initiate or encourage any offer or
    proposal for, or any  indication of interest in, a merger or other  business
    combination involving the Company, or the acquisition of any equity interest
    in the Company, or the acquisition of a substantial portion of the assets of
    the Company (other than the  transaction  with the Acquiror  contemplated by
    this Agreement) (an "Acquisition Proposal"); or (

              ii) subject,  in the case of the Company  only,  to the  fiduciary
    duties of the board of directors  of the Company  under  applicable  law, as
    advised by legal counsel of  recognized  expertise,  engage in  negotiations
    with, or disclose any non-public  information relating to the Company to, or
    afford  access to the  properties,  books or records of the  Company to, any
    Person that may be considering making, or has made, an Acquisition Proposal.

The Company and each  Company  Shareholder  shall  promptly  notify the Acquiror
after it receives any Acquisition  Proposal or any indication that any Person is
considering  making an  Acquisition  Proposal,  or any  request  for  non-public
information  relating to the Company, or for access to the properties,  books or
records of the  Company by any Person  that may be  considering  making,  or has
made, an Acquisition Proposal,  and shall keep the Acquiror fully informed as to
the status  and  details  of any  Acquisition  Proposal  or such  indication  or
request.

             6.3 Access to  Information.  From the date hereof until the Closing
Date, the Company and each Company Shareholder (a) shall give the Acquiror,  its
counsel, financial advisors,  auditors and other authorized representatives full
access to the offices,  properties,  books and records of the Company, (b) shall
furnish to the Acquiror,  its counsel,  financial  advisors,  auditors and other
authorized   representatives   such  financial  and  operating  data  and  other
information  relating to the Company as such Persons may reasonably  request and
(c) shall instruct the employees,  counsel and financial advisors of the Company
to cooperate  with the Acquiror in its  investigation  of the Company;  provided
that no investigation  pursuant to this Section shall affect any  representation
or warranty given by the Company or any Company Shareholder hereunder.

             6.4  Confidentiality.   Before  the  Closing  Date  and  after  any
termination of this Agreement,  the Company and each Company  Shareholder  shall
hold,  and  shall  use its  best  efforts  to  cause  its  officers,  directors,
employees,  accountants,  counsel, consultants,  advisors and agents to hold, in
confidence,  unless compelled to disclose by judicial or administrative  process
or by other  requirements of law, all documents and  information  concerning the
Acquiror furnished to the Company or any Company  Shareholder in connection with
the transactions contemplated by this Agreement,  except to the extent that such
information can be shown to have been (a) previously known on a non-confidential
basis by the Company or such Company Shareholder, (b) in the public domain other
than by reason of the  violation  of this  Section  by the  Company or a Company
Shareholder  or (c) later  lawfully  acquired  by the  Company  or such  Company
Shareholder  from  sources  other  than the  Acquiror  and not in  breach of any
confidentiality agreement with the Acquiror; provided that the Company and each

                                      -21-
<PAGE>
Company  Shareholder may disclose such  information to its officers,  directors,
employees,  accountants, counsel, consultants, advisors and agents in connection
with the  transactions  contemplated by this Agreement,  so long as such Persons
are  informed by the Company or such  Company  Shareholder  of the  confidential
nature of such  information  and are  directed  by the  Company or such  Company
Shareholder  to treat such  information  confidentially.  The  obligation of the
Company to hold any such  information  in  confidence  shall be  satisfied if it
exercises  the same care with  respect to such  information  as it would take to
preserve the confidentiality of its own similar  information.  If this Agreement
is terminated, the Company and each Company Shareholder shall, and shall use its
best efforts to cause its officers, directors, employees,  accountants, counsel,
consultants,  advisors and agents to,  destroy or deliver to the Acquiror,  upon
request, all documents and other materials, and all copies thereof,  obtained by
or on behalf of the  Company or any  Company  Shareholder  from the  Acquiror in
connection with this Agreement that are subject to such confidence.

             6.5  Notices  of  Certain  Events.  The  Company  and each  Company
Shareholder shall promptly notify the Acquiror of:

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

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

              (iii) any actions,  suits,  claims,  investigations or proceedings
    commenced or, to its knowledge threatened against,  relating to or involving
    or  otherwise  affecting  the Company or any Company  Shareholder  that,  if
    pending on the date of this Agreement, would have been required to have been
    disclosed   pursuant  to  Section  4.12  (p.  14)  or  that  relate  to  the
    consummation of the transactions contemplated by this Agreement.

             6.6 Approvals. The Company and the Company Shareholders jointly and
severally agree to use reasonable efforts to obtain all consents, authorizations
or approvals required for completion of the transactions contemplated hereby.

             6.7 Public  Announcements.  Neither  the  Company  nor any  Company
Shareholder  shall  issue any press  release or make any public  statement  with
respect to this Agreement or the  transactions  contemplated  hereby without the
prior written consent of the Acquiror (as to, among other things, the content of
such press release).

             6.8 Transfer Taxes. The Company Shareholders shall pay when due all
Transfer Taxes imposed as a result of any transfer of Company Shares or property
of the Company pursuant to the Merger, and the Company  Shareholders jointly and
severally agree to indemnify and hold harmless the Acquiror and the Company from
and against any such Transfer Taxes.

             6.9 Shareholder  Actions.  Each Company  Shareholder shall take all
actions  available to it to cause the Company to comply with the  covenants  set
forth in this Article 6,  including but not limited to voting its Company Shares
in  opposition  to any action that would  violate such  covenants and voting its
Company  Shares in favor of actions  taken to cause the  Company to comply  with
such covenants (including without limitation the removal of directors).

                                      -22-
<PAGE>

                             7. Acquiror Covenants

             7.1  Confidentiality.   Before  the  Closing  Date  and  after  any
termination of this  Agreement,  the Acquiror shall hold, and shall use its best
efforts  to cause its  officers,  directors,  employees,  accountants,  counsel,
consultants,  advisors and agents to hold, in  confidence,  unless  compelled to
disclose by judicial or administrative  process or by other requirements of law,
all documents and information  concerning the Company  furnished to the Acquiror
in connection with the  transactions  contemplated by this Agreement,  except to
the extent that such  information can be shown to have been (a) previously known
on a non-confidential basis by the Acquiror, (b) in the public domain other than
by reason of the  Acquiror's  violation  of this  Section or (c) later  lawfully
acquired by the Acquiror  from sources other than a Company  Shareholder  or the
Company and not in breach of any  confidentiality  agreement with the Company or
the  Company  Shareholders;   provided  that  the  Acquiror  may  disclose  such
information  to  its  officers,  directors,  employees,   accountants,  counsel,
consultants,   advisors  and  agents  in   connection   with  the   transactions
contemplated  by this  Agreement,  so long as such  Persons are  informed by the
Acquiror of the confidential  nature of such information and are directed by the
Acquiror  to  treat  such  information  confidentially.  The  obligation  of the
Acquiror to hold any such  information  in  confidence  shall be satisfied if it
exercises  the same care with  respect to such  information  as it would take to
preserve the confidentiality of its own similar  information.  If this Agreement
is terminated,  the Acquiror shall,  and shall use its best efforts to cause its
officers, directors, employees,  accountants, counsel, consultants, advisors and
agents to,  destroy or deliver to the Company,  upon request,  all documents and
other  materials,  and all  copies  thereof,  obtained  by or on  behalf  of the
Acquiror from the Company  Shareholders  and the Company in connection with this
Agreement that are subject to such confidence.

             7.2 Payment of Certain  Liabilities.  The Acquiror shall pay on the
Closing Date one-half of the following liabilities of the Company, and shall pay
within  thirty  days  after  the  Closing  Date  the  balance  of the  following
liabilities of the Company:  (i)  liabilities  for accrued  compensation  in the
amount of  $25,384.60 to Sean Whelan and $17,500 to Ross Mayfield and (ii) up to
$25,000 of liabilities of the Company and the Company  Shareholders for expenses
incurred for legal counsel and accountants in connection with this Agreement and
the transactions contemplated hereby.

             7.3 Director. The Acquiror shall use its best efforts to cause Sean
Whelan  (or,  if he is not  able  or  willing  to  serve,  one  of  the  Company
Shareholders  designated by the Majority  Company  Shareholders) to be nominated
and elected to the board of  directors  of the  Acquiror  as soon as  reasonably
practicable  after  the  Merger  Time,  subject  to  the  following   conditions
precedent:  (i) if the Company  Shareholder so designated is not Sean Whelan, it
is another individual reasonably acceptable to the Acquiror,  (ii) the person so
designated  shall  cooperate in the  preparation of the relevant proxy statement
and furnish all  information  required  for such proxy  statement  and (iii) the
person so designated  shall not have been  convicted of a felony or violation of
any  securities  laws, or otherwise be unqualified to serve as a director of the
Acquiror.

                                      -23-
<PAGE>

             7.4 Officers and Directors  Insurance  Coverage.  For at least five
years  after the  Merger  Time the Buyer  shall use its best  efforts to provide
officers' and directors'  liability insurance covering the Person referred to in
Section 7.3 on terms no less  favorable than  customarily  maintained by similar
companies  (and in any  event on terms no less  favorable  than  maintained  for
similarly-situated directors of the Acquiror).

             7.5 Stock Ownership After Merger.

              (a) Maintenance of Ownership of Newco. Until the first anniversary
    of the Closing  Date,  the  Acquiror  shall not,  without the prior  written
    approval of the Majority Company  Shareholders (which shall not unreasonably
    be withheld):

              (i) take any action,  or cause or permit  Newco to take any action
    (including without limitation the issuance, sale, transfer or disposition of
    any capital  stock of Newco or options or warrants to acquire  capital stock
    of Newco,  the  modification of the terms of any  outstanding  securities of
    Newco or any  recapitalization or similar  transaction),  if as a result the
    Acquiror  would (x) own less  than 50% of the  outstanding  common  stock of
    Newco,  (y) be  entitled  to less  than  50% of the  votes to be cast in the
    election  of  directors  of Newco or (z) be entitled to less than 50% of the
    value  to be  distributed  on  liquidation  of  Newco  (in  each  case  on a
    fully-diluted  basis,  i.e. assuming exercise of all options and warrants to
    acquire capital stock of Newco);

              (ii)  cause  or  permit  Newco  to  sell  or  dispose  of  all  or
    substantially all of its assets or to merge, consolidate or combine with any
    other Person; or

              (iii) cause or permit  Newco to issue any  capital  stock of Newco
    (or  options  or  warrants  to  acquire  capital  stock  of  Newco  or other
    securities   convertible   into  capital  stock  of  Newco)  ("Newco  Equity
    Securities") except that, so long as clause (i) above is not violated:

              (x) Newco may issue stock options, stock purchase rights and stock
    bonuses  to  employees,  consultants,  officers  and  directors  of Newco as
    compensation for services performed for Newco and

              (y) if Newco shall first have given the Company Shareholders,  not
    less than 30 days before particular Newco Equity Securities are issued:

              (A) a notice  setting  forth the price at which Newco  proposes to
    issue such Newco Equity  Securities,  the general terms of such Newco Equity
    Securities and the maximum number or amount of such Newco Equity  Securities
    that it proposes to issue (a "Newco Issuance Notice") and

              (B) a form  of  subscription  agreement  pursuant  to  which  each
    Company  Shareholder  may commit to  purchase  the Newco  Equity  Securities
    described  in such  Newco  Issuance  Notice,  at the  price and on the terms
    described in such Newco Issuance Notice, up to a maximum number or amount to
    be specified by such Company Shareholder (a "Newco Subscription  Agreement")
    (it being understood that Newco may impose a minimum subscription

                                      -24-
<PAGE>

requirement on the Company  Shareholders by describing it in such Newco Issuance
Notice,  provided  that the minimum  subscription  shall not in any event have a
price in excess of $25,000);  then Newco may issue the Newco  Equity  Securities
described in such Newco Issuance  Notice at any time or from time to time during
the 180-day period following the date of such Newco Issuance Notice at the price
set forth in such Newco  Issuance  Notice (or a price that is less  favorable to
the  purchaser)  and up to the maximum  number or amount set forth in such Newco
Issuance  Notice,  provided  that  if  any  Company  Shareholder  that  properly
completed,  executed and delivered a Newco Subscription Agreement within 20 days
after the date of such Newco  Issuance  Notice is not given the  opportunity  to
purchase the maximum  number or amount of such Newco Equity  Securities  that it
subscribed for:

              (1) Newco shall not issue any such Newco Equity  Securities to any
    Person  other  than a Company  Shareholder  unless the  aggregate  amount or
    number of such Newco Equity Securities issued to the Company Shareholders is
    not less than the amount or number of such Newco Equity Securities issued to
    other Persons (i.e.  not less than 50% of such Newco Equity  Securities  are
    issued to Company Shareholders); and

              (2) if there is more than one such Company Shareholder, the number
    or amount of Newco Equity  Securities that each such Company  Shareholder is
    given  the  opportunity  to  purchase  shall  be  allocated  among  them  in
    proportion to the number of Company Shares each held immediately  before the
    Merger.


A Company  Shareholder  who subscribes for Newco Equity  Securities  may, at its
option,  pay all or a  portion  of the  purchase  price  for such  Newco  Equity
Securities  by  transferring  to Newco the Acquiror Note payable to such Company
Shareholder,  and Newco will treat each  Acquiror Note so  transferred  as if it
were cash in an amount equal to its principal  amount plus the amount of accrued
and unpaid interest at the date so transferred.

             (b)  Protection of Pledged  Stock.  Until payment of all principal,
interest and other amounts  payable on the Acquiror  Notes,  the Acquiror  shall
not,  without the prior written  approval of the Majority  Company  Shareholders
(which shall not unreasonably be withheld):

              (i) take any action,  or cause or permit  Newco to take any action
    prohibited by subsection (a);

              (ii) cause or permit Newco to issue capital stock to the Acquiror;

              (iii)  sell,  transfer or dispose of, or create or suffer to exist
    any Lien on, the shares of Newco common stock held by the Acquiror;

              (iv) cause or permit Newco to incur any  indebtedness for borrowed
    money;

              (v) create or suffer to exist any Lien on any assets of Newco;

              (vi)  cause or permit  Newco to sell,  transfer  or dispose of any
    assets of Newco,  other than sales in the ordinary  course of business or in
    exchange for fair market value and other than the disposition or abandonment
    of assets that are obsolete or no longer usable in Newco's business; or
                                      -25-

<PAGE>

(vii)   cause or permit Newco to issue  options or warrants to purchase  Newco's
        capital  stock unless:  (A) the exercise  price thereof is not less than
        the fair  market  value of such  stock at the time of  issuance  of such
        option or warrant, as determined by the Board of Directors of Newco, and
        (B) the aggregate number of shares issuable on exercise of such options,
        if issued,  would not (x)  constitute  more than 10% of the  outstanding
        common stock of Newco,  (y) entitle the holders in the aggregate to more
        than 10% of the votes to be cast in the  election of  directors of Newco
        or (z) entitle the holder in the aggregate to more than 10% of the value
        to be distributed on liquidation of Newco.


             7.6   Approvals.   The   Acquiror   shall   obtain  all   consents,
authorizations or approvals required for it to complete the Merger.

             7.7 Public  Announcements.  The  Acquiror  shall  consult the chief
executive  officer of the Company before issuing any press release or making any
public statement with respect to this Agreement or the transactions contemplated
hereby and, except as may be required by applicable law or any listing agreement
with any national securities exchange, shall not issue any such press release or
make any such public statement prior to such consultation.

             7.8 Federal Tax  Cooperation.  From time to time,  before and after
the  Closing  Date,  the  Acquiror  and  Newco  agree to treat  the  Merger as a
reorganization  under  Section  368(a)(2)(D)  of the  Internal  Revenue Code and
shall,  at the request and expense of the Company  Shareholders,  sign, file and
prepare  filings and other  documents,  and take other  actions and refrain from
taking other actions,  in each case to the extent  commercially  reasonable,  so
that the Merger will qualify as a reorganization  under Section  368(a)(2)(D) of
the Internal Revenue Code.  Neither the Acquiror nor Newco,  however,  is making
any  representation  as to, or  undertaking  any  liability  on account  of, the
characterization  or treatment of the transactions  contemplated  hereby for the
purpose of United States  federal  income taxes or any other Tax measured by the
net or gross income of any party.

             7.9 Transfer  Taxes.  The Acquiror  shall pay when due all Transfer
Taxes imposed as a result of any transfer of Acquiror  Shares or Acquiror  Notes
pursuant to the Merger,  and the Acquiror  agrees to indemnify and hold harmless
the Company Shareholders from and against any such Transfer Taxes.

                              8. Investor Matters

             8.1 Representations and Warranties. Each Company Shareholder hereby
represents and warrants as to itself that:

              (a)  Such  Company  Shareholder  is an  "accredited  investor"  as
    defined in Section 501 of Regulation D issued under the 1933 Act.

              (b) Such Company Shareholder,  either alone or with the assistance
    of such Company Shareholder's  professional advisors, has such knowledge and
    experience  in  financial  and  business  matters  that  it  is  capable  of
    evaluating the merits and risks of such Company Shareholder's  investment in
    the Acquiror.

                                      -26-

<PAGE>

              (c) Such Company  Shareholder  has either  spoken or met with,  or
    been   given   reasonable   opportunity   to  speak   with  or  meet   with,
    representatives  of the Acquiror for the purpose of asking questions of, and
    receiving answers and information from, such representatives concerning such
    Company Shareholder's investment in the Acquiror.

              (d) Such Company Shareholder has sufficient financial resources to
    be able to bear the risk of such  Company  Shareholder's  investment  in the
    Acquiror.

              (e) Such Company  Shareholder will acquire the Acquiror Shares for
    its own account for investment  purposes and not with a view toward the sale
    or distribution of all or any part of the Acquiror Shares. No one other than
    such Company  Shareholder will have any beneficial  interest in the Acquiror
    Shares acquired by such Company Shareholder.

             8.2   Securities   Legended  and  Not   Registered.   Each  Company
Shareholder understands and agrees that, because the Acquiror Shares will not be
Registered,  (i) the Acquiror Shares will have the status of securities acquired
in a  transaction  under  Section  4(2) of the 1933 Act;  and (ii) the  Acquiror
Shares  cannot be sold unless it or they are  Registered  or an  exemption  from
Registration is available.  Each Company  Shareholder  agrees that it will in no
event sell or distribute all or any part of the Acquiror Shares unless (a) there
is an effective  registration  statement under the 1933 Act and applicable state
securities laws covering any such  transaction  involving the Acquiror Shares or
(b) the Acquiror receives an opinion of counsel for such Company  Shareholder of
recognized expertise in securities regulation,  in form and substance reasonably
acceptable  to the  Acquiror,  stating  that such  transaction  is  exempt  from
Registration,   or  (3)  the  Acquiror  otherwise  satisfies  itself  that  such
transaction is exempt from Registration.

              Such Company  Shareholder  consents to (A) the placing of a legend
to the foregoing  effect on all  certificates  representing the Acquiror Shares,
stating that such  securities  have not been  Registered  and setting  forth the
restriction  on  transfer  contemplated  hereby  and (B) the  placing  of a stop
transfer order on the books of the Acquiror and with any transfer agents against
the  Acquiror  Shares,  as deemed  necessary by the Acquiror to comply with such
restrictions.  Each Company Shareholder understands that, except pursuant to the
Registration  Rights  Agreement,  the Acquiror has no obligation to such Company
Shareholder  to Register the Acquiror  Shares,  and has not  represented to such
Company Shareholder that it will Register the Acquiror Shares.

             9. Survival; Indemnification

             9.1  Survival.  The  covenants,  agreements,   representations  and
warranties  of the Acquiror and each Company  Shareholder  (but not the Company)
contained in this  Agreement or in any  certificate  or other writing  delivered
pursuant  hereto or in connection  herewith shall survive until eighteen  months
after the Closing  Date or, in the case of the  representations  and  warranties
contained in Sections 4.2, 4.5, 4.14,  4.15, 4.17, 4.18, 4.19, 5.2, 5.5, 5.9 and
5.10 and the covenant  contained in Section 6.8 (p. 22), until expiration of the
applicable  statutory  period  of  limitations  (giving  effect  to any  waiver,
mitigation  or  extension  thereof),  if later.  Notwithstanding  the  preceding
sentence,  any  covenant,  agreement,  representation  or warranty in respect of
which indemnity may be sought under Section 9.2 shall survive the time at which

                                      -27-
<PAGE>

it would otherwise  terminate pursuant to the preceding  sentence,  if notice of
the inaccuracy or breach  thereof  giving rise to such right to indemnity  shall
have been given to the party against whom such  indemnity may be sought prior to
such time.  The  covenants,  agreements,  representations  and warranties of the
Company  contained in this Agreement  shall expire upon the purchase and sale of
the Company Shares pursuant to this Agreement.

             9.2 Indemnification.

              (a) The Company Shareholders shall jointly and severally indemnify
    the Acquiror (and,  effective at the Closing Date, the Company) against, and
    hold them  harmless  from,  any and all  damages,  losses,  liabilities  and
    expenses (including without limitation  reasonable expenses of investigation
    and reasonable  attorneys'  fees and expenses in connection with any action,
    suit or proceeding) (other than Company Closing  Liabilities,  to the extent
    the principal amount of the Acquiror Notes and the number of Acquiror Shares
    delivered  are  reduced on account  thereof  pursuant to Section 2.5 (p. 9))
    ("Damages")  incurred or suffered by the Acquiror or the Company arising out
    of (i) the conduct of the  Acquiror's  due  diligence  investigation  of the
    Company and  pursuit of the  transactions  contemplated  hereby and (ii) any
    misrepresentation or breach of warranty, covenant or agreement made or to be
    performed by any Company Shareholder pursuant to this Agreement, provided in
    the   case   of   Damages   arising   out  of  any   Company   Shareholder's
    misrepresentation  or breach  of a  provision  of  Article  8, each  Company
    Shareholder's  indemnity shall extend only to Damages arising out of its own
    misrepresentation or breach, and not that of other Company Shareholders.

              (b) The Company  Shareholders shall have no obligation pursuant to
    subsection  (a) unless the total amount that would be payable by the Company
    Shareholders  to the Acquiror  pursuant to such  subsection  for all Damages
    indemnified  hereunder (without regard to the limitation in this subsection)
    exceeds $200,000.  After the Merger Time, no Company  Shareholder shall have
    any  obligation  to the  Acquiror  on account of Damages  arising out of the
    conduct of the  Acquiror's  due diligence  investigation  of the Company and
    pursuit of the transactions  contemplated hereby or any misrepresentation or
    breach of  warranty,  covenant or  agreement  made or to be performed by any
    Company Shareholder pursuant to this Agreement (other than those in Articles
    2, 6 and 8), except pursuant to subsection (a). The Acquiror's  recourse for
    the obligations of the Company Shareholders pursuant to subsection (a) shall
    be limited to the remedies set forth in the Shareholder Pledge Agreement.

              (c) The  Acquiror  hereby  indemnifies  each  Company  Shareholder
    against and agrees to hold them harmless  from any and all Damages  incurred
    or suffered  arising  out of any  misrepresentation  or breach of  warranty,
    covenant or agreement  made or to be  performed by the Acquiror  pursuant to
    this Agreement.

              (d) After the Merger  Time,  neither the  Acquiror nor the Company
    shall have any obligation to the Company  Shareholders on account of Damages
    arising  out of any  misrepresentation  or breach of  warranty,  covenant or
    agreement made or to be performed by the Acquiror pursuant to this Agreement
    (other than those in Articles 2 and 7), except pursuant to subsection (c).


                                     -28-

<PAGE>


             9.3 Procedures. (a) The party seeking indemnification under Section
9.2 (the "Indemnified  Party") agrees to give prompt notice to the party against
whom  indemnity  is sought (the  "Indemnifying  Party") of the  assertion of any
claim, or the commencement of any suit, action or proceeding in respect of which
indemnity  may be  sought.  The  Indemnifying  Party may at the  request  of the
Indemnified  Party  participate  in and  control  the  defense of any such suit,
action  or  proceeding  at  its  own  expense,  provided  that  failure  by  the
Indemnifying  Party to notify the  Indemnified  Party of its election to control
the defense of any such suit,  action or proceeding  within 30 days after notice
thereof  is given to the  Indemnifying  Party  shall be  deemed a waiver  by the
Indemnifying  Party of its right to control the defense of such suit,  action or
proceeding.  The Indemnifying  Party shall not, in the defense of any such suit,
action or  proceeding,  consent to the entry of any  judgment  or enter into any
settlement  (except,  in each case,  with the written consent of the Indemnified
Party, which consent shall not unreasonably be withheld) which does not include,
as to the Indemnified  Party, an unconditional  release of the Indemnified Party
from any and all  liability in respect of such suit,  claim or  proceeding.  The
Indemnified  Party shall  cooperate  reasonably in the defense of any such suit,
action or proceeding.

             (b) If the  Indemnifying  Party does not assume the  defense of any
suit, action or proceeding,  the Indemnified Party may defend, but shall have no
obligation to defend, against such suit, action or proceeding in any manner that
it may deem  appropriate  and, unless the  Indemnifying  Party deposits with the
Indemnified  Party a sum  equivalent to the total amount  demanded in such suit,
claim  or  proceeding  plus  the  Indemnified  Party's  estimate  of the cost of
defending the same, the Indemnified Party may settle such claim or litigation on
such terms as it may deem appropriate and the Indemnifying  Party shall promptly
reimburse the  Indemnified  Party for the amount of such  settlement and for all
losses and expenses,  legal or otherwise,  incurred by the Indemnified  Party in
connection with the defense against or settlement of such claim or litigation.


                                10. Termination

             10.1 Grounds for  Termination.  This Agreement may be terminated at
any time prior to  satisfaction  of the conditions  precedent to be satisfied on
the Closing Date:

              (i)  by  mutual   written   agreement  of  the  Majority   Company
    Shareholders and the Acquiror;

              (ii) by the Majority Company  Shareholders upon (x) the failure on
    the Closing Date of a condition to the Company  Shareholders'  obligation to
    consummate  the  Merger set forth in Section  3.3 (p.  10),  but only if the
    conditions set forth in Sections 3.1 and 3.2 are satisfied (or  satisfaction
    of such conditions is tendered by the Company and the Company  Shareholders)
    on or before the Closing  Deadline or (y) the repudiation by the Acquiror of
    this  Agreement  or its  obligations  hereunder  in writing or breach by the
    Acquiror of its  obligations  under Article 7 (p. 23), if the Acquiror fails
    to cure such breach within five Business Days after written  notice from the
    Majority Company  Shareholders  specifying such breach and referring to this
    Section;
                                      -29-

<PAGE>

              (iii) by the Acquiror  upon (x) the failure on the Closing Date of
    a condition to the Acquiror's  obligation to consummate the Merger set forth
    in Section 3.2 (p. 10), but only if the conditions set forth in Sections 3.1
    and 3.3 are satisfied (or satisfaction of such conditions is tendered by the
    Acquiror) on or before the Closing  Deadline or (y) the  repudiation  by the
    Company or any Company  Shareholder  of this  Agreement  or its  obligations
    hereunder in writing or breach by the Company or any Company  Shareholder of
    its  obligations  under  Article 6 (p. 20),  if the Company or such  Company
    Shareholder  fails to cure such  breach  within  five  Business  Days  after
    written notice from the Acquiror to the Company Shareholders specifying such
    breach and referring to this Section;

              (iv) by either the Acquiror or the Majority Company  Shareholders,
    upon  the  failure  on the  Closing  Date  of a  condition  to all  parties'
    obligations  set  forth in  Section  3.1 (p.  9),  or if the  Merger  is not
    consummated in circumstances  other than those described in clauses (ii) and
    (iii) above.

The party or parties  desiring to terminate this Agreement  shall give notice of
such termination to the other party or parties.

             10.2 Effect of Termination.  If this Agreement is terminated,  each
party shall remain fully liable for any and all Damages  incurred or suffered by
the another party as a result of such party's breach of this Agreement.

                                11. Miscellaneous

             11.1 Notices. All notices and other communications  hereunder shall
be in writing  (including  facsimile  transmission),  and shall be given to each
party at the  address  or  telecopier  number  set  forth  under its name on the
signature page hereof,  or such other address or telecopier number as such party
may hereafter  specify for the purpose by notice to the other.  Each such notice
or other  communication  shall be effective (a) if given by mail, 72 hours after
such  communication  is deposited in the mails with first class postage prepaid,
addressed  as  aforesaid  or (b)  otherwise,  when  delivered  at the address or
received at the telecopier number specified in this Section.


             11.2  Amendment;  No Waivers;  Integration.  Any  provision of this
Agreement may be amended or waived if, and only if, such  amendment or waiver is
in writing and signed, in the case of an amendment, by the Acquiror, the Company
and the Majority Company  Shareholders or, in the case of a waiver, by the party
against whom the waiver is to be effective (or, in the case of waiver that is to
be  effective  against  any  Company   Shareholder,   by  the  Majority  Company
Shareholders).  No failure or delay by any party in exercising any right,  power
or privilege hereunder shall operate as a waiver thereof nor shall any single or
partial  exercise  thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  The rights and remedies herein
provided  shall be  cumulative  and not  exclusive  of any  rights  or  remedies
provided by law.  This  Agreement,  together  with the  exhibits  and  schedules
hereto,  constitutes the entire  agreement among the parties with respect to the
subject matter hereof and supersedes all prior  agreements,  understandings  and
negotiations,  both  written and oral,  among any of the parties with respect to
the subject matter of this Agreement.
                                      -30-

<PAGE>

             11.3 Expenses.

             All costs and expenses  incurred in connection  with this Agreement
shall be paid by the party  incurring such cost or expense,  except as otherwise
expressly agreed in this Agreement (including without limitation in Sections 2.4
(p. 7) and 7.2 (p. 23).  Without  limiting the generality of the foregoing,  the
Company  shall not bear the costs and  expenses of the Company  Shareholders  in
negotiating   and  entering  into  this   Agreement,   providing  due  diligence
information to the Acquiror, or complying with their obligations hereunder.

             11.4 Assignment.  No party hereto may assign, delegate or otherwise
transfer any of its obligations or rights under this Agreement.

             11.5 Governing Law; Jurisdiction.  This Agreement shall be governed
by and  construed  in  accordance  with the laws of the State of New York.  Each
party submits to the  nonexclusive  jurisdiction  of the United States  District
Court for the  Southern  District  of New York and of any New York  state  court
sitting in New York County for purposes of all legal proceedings  arising out of
or relating to this  Agreement or the  transactions  contemplated  hereby.  Each
party irrevocably waives any objection which it may now or hereafter have to the
laying of venue in any  proceeding  brought in such a court,  and any claim that
any such proceeding was brought in an inconvenient forum.

             11.6  Headings.  The headings and  captions in this  Agreement  are
included  for  convenience  of  reference  only  and  shall  be  ignored  in the
construction or interpretation hereof.

             11.7  Counterparts.  This  Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures  thereto and hereto  were upon the same  instrument.  This  Agreement
shall  become  effective  only  when  each  party  hereto  shall  have  received
(including  without  limitation by facsimile  transmission) a counterpart hereof
signed by each other party hereto.
                                      -31-
<PAGE>

              IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the date first above written.

                             NETAMERICA.COM CORPORATION



                             By /s/ Douglas D. Cole
                                --------------------
                                Title: Chairman

                             Address for Notices:
                             --------------------
                             1896 School Street
                             Moraga, California 94556
                             Telecopier: (925) 377-2010

                             RATEEXCHANGE, INC.



                             By /s/ Sean Whelan
                                ----------------
                                Title: President

                             Address for Notices (through Closing Date):
                             -------------------------------------------
                             c/o Sean Whelan
                             494 Filbert Street
                             San Francisco, California 94133
                             Telecopier: (415) 550-2488

                             Address for Notices (after Closing Date):
                             -----------------------------------------
                             c/o NetAmerica.com Corporation
                             1896 School Street
                             Moraga, California 94556
                             Telecopier: (925) 377-2010




                             /s/ Sean Whelan
                             ---------------
                             SEAN WHELAN

                             Owner of 22,439 Company Shares

                             Address for Notices:
                             494 Filbert Street
                             San Francisco, California 94133
                             Telecopier: (415) 550-2488

                                      -32-
<PAGE>

                             /s/ Ross Mayfield
                             -----------------
                             ROSS MAYFIELD

                             Owner of 2,900 Company Shares

                             Address for Notices:
                             --------------------
                             235 Churchill Avenue
                             Palo Alto, California 94301
                             Telecopier: (650) 473-9490




                             /s/ Steven D. Strong
                             --------------------
                             STEVEN D. STRONG

                             Owner of 19,807 Company Shares

                             Address for Notices:
                             --------------------
                             451 Union Street #2
                             San Francisco, California 94133
                             Telecopier: (415) 397-5777




                             /s/ Michael J. Scheele
                             -----------------------
                             MICHAEL J. SCHEELE

                             Owner of 21,098 Company Shares

                             Address for Notices:
                             --------------------
                             435 Alvarado Street
                             San Francisco, California 94114
                             Telecopier: (415) 824-2929




                             /s/ Richard Grange
                             -------------------
                             RICHARD C. GRANGE

                             Owner of 14,679 Company Shares

                             Address for Notices:
                             --------------------
                             1057 Cottonwood Circle
                             Golden, Colorado
                             Telecopier: (303) 239-1020

                                      -33-
<PAGE>

                             /s/ Brad Grunewald
                             ------------------
                             BRAD K. GRUNEWALD

                             Owner of 14,679 Company Shares

                             Address for Notices:
                             --------------------
                             1700 Bluff Street
                             Boulder, Colorado 80304
                             Telecopier: (303) 278-0728




                             /s/ Robin Warren
                             ----------------
                             ROBIN WARREN

                             Owner of 3,016 Company Shares

                             Address for Notices:
                             --------------------
                             1290 Grove Street
                             San Francisco, California 94110
                             Telecopier: (312) 750-5917




                             /s/ Daniel Yamagishi
                             --------------------
                             DANIEL YAMAGISHI

                             Owner of 886 Company Shares

                             Address for Notices:
                             --------------------
                             930 Acoma Street
                             Denver, Colorado 80204
                             Telecopier: (303) 278-0728




                             /s/ Joe Germanotta
                             ------------------
                             JOE GERMANOTTA

                             Owner of 496 Company Shares

                             Address for Notices:
                             --------------------
                             135 West 70th Street, #1A
                             New York, New York 10023
                             Telecopier: (212) 579-2120

                                      -34-


<PAGE>

             Spousal Consent (Mayfield)

              I acknowledge that I know the contents of the foregoing  Agreement
and  Plan of  Merger.  I am aware  that,  by its  provisions,  my  spouse,  Ross
Mayfield,  agrees to a  transaction  involving  the  shares  of common  stock of
RateExchange,  Inc., including my community interest in them, if any, undertakes
certain   indemnity  and  other   obligations  and  pledges  certain  shares  of
NetAmerica.com   Corporation.  I  hereby  consent,  on  behalf  of  our  marital
community, to the transactions  contemplated by, and the obligations imposed by,
the foregoing Agreement and Plan of Merger.



                                             /s/ Eneken Mayfield
                                             -------------------
                                             Name: Eneken Mayfield

             Spousal Consent (Strong)

              I acknowledge that I know the contents of the foregoing  Agreement
and Plan of Merger.  I am aware that, by its  provisions,  my spouse,  Steven D.
Strong,  agrees  to a  transaction  involving  the  shares  of  common  stock of
RateExchange,  Inc., including my community interest in them, if any, undertakes
certain   indemnity  and  other   obligations  and  pledges  certain  shares  of
NetAmerica.com   Corporation.  I  hereby  consent,  on  behalf  of  our  marital
community, to the transactions  contemplated by, and the obligations imposed by,
the foregoing Agreement and Plan of Merger.



                                      ------------------------------------
                                      Name:

              Spousal Consent (Scheele)

              I acknowledge that I know the contents of the foregoing  Agreement
and Plan of Merger.  I am aware that, by its provisions,  my spouse,  Michael J.
Scheele,  agrees to a  transaction  involving  the  shares  of  common  stock of
RateExchange,  Inc., including my community interest in them, if any, undertakes
certain   indemnity  and  other   obligations  and  pledges  certain  shares  of
NetAmerica.com   Corporation.  I  hereby  consent,  on  behalf  of  our  marital
community, to the transactions  contemplated by, and the obligations imposed by,
the foregoing Agreement and Plan of Merger.


                                      ------------------------------------
                                      Name:

                                      -35-
<PAGE>

                          Spousal Consent (Warren)

             I acknowledge  that I know the contents of the foregoing  Agreement
and Plan of Merger.  I am aware that,  by its  provisions,  my spouse,  Robin A.
Warren,  agrees  to a  transaction  involving  the  shares  of  common  stock of
RateExchange,  Inc., including my community interest in them, if any, undertakes
certain   indemnity  and  other   obligations  and  pledges  certain  shares  of
NetAmerica.com   Corporation.  I  hereby  consent,  on  behalf  of  our  marital
community, to the transactions  contemplated by, and the obligations imposed by,
the foregoing Agreement and Plan of Merger.



                                      ------------------------------------
                                      Name:

                          Spousal Consent (Germanotta)

              I acknowledge that I know the contents of the foregoing  Agreement
and  Plan of  Merger.  I am  aware  that,  by its  provisions,  my  spouse,  Joe
Germanotta,  agrees to a  transaction  involving  the shares of common  stock of
RateExchange,  Inc., including my community interest in them, if any, undertakes
certain   indemnity  and  other   obligations  and  pledges  certain  shares  of
NetAmerica.com   Corporation.  I  hereby  consent,  on  behalf  of  our  marital
community, to the transactions  contemplated by, and the obligations imposed by,
the foregoing Agreement and Plan of Merger.



                                      /s/ Cynthia Bissett Germanotta
                                      ------------------------------
                                      Name:
                                      -36-